MASTER FRAMEWORK AGREEMENT

BUSINESS MANAGEMENT SOLUTIONS LLC

And

___________________

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THIS AGREEMENT is dated _______________ and is entered into by and

BETWEEN:

(1) BUSINESS MANAGEMENT SOLUTIONS LLC, a limited liability company established under
the laws of the Emirate of Abu Dhabi, and whose principal address is P.O. Box 47772, Abu Dhabi,
United Arab Emirates (the Company);and

(2) __________________ a company, established in Abu Dhabi and whose principal address is
_____________, PO Box _________, Abu Dhabi, United Arab Emirates (the Service Provider).

The Company and the Service Provider shall be referred to herein either individually as a Party or
collectively as the Parties.

WHEREAS:

(A) The Service Provider is engaged in the business of _______________ and has considerable skill,
knowledge and experience in that field to perform such services; and

(B) In reliance upon that skill, knowledge and experience, the Company has agreed to engage the
Service Provider to provide the Services (as defined below) to the Company or any other person or
entity designated by the Company in writing for this purpose, and the Service Provider has agreed to
accept the engagement on the terms and conditions set out in this Agreement.

NOW, THEREFORE, it is agreed as follows:

1. INTERPRETATION

1.1 In this Agreement:

an Affiliate of the Service Provider, means any person directly Controlling, Controlled by or under
direct or indirect Common Control with the Service Provider;

an Affiliate of the Company means Mubadala or any person Controlled by Mubadala;

Commencement Date means ___________;

Company’s Customer means any of the Company’s Affiliates or other entities to whom the
Company provides services;

Deployment Date means the start date of provision of Services by the Service Provider at a
particular Site with the number of Personnel as specified in the “Engagement Letter”.

Confidential Information has the meaning ascribed to it in Clause 10;

Controlling (including the terms Controlling, Controlled by and under Common Control) with
respect to the relationship between two or more persons, means the possession, directly or indirectly
by equity ownership, contract or otherwise, of the power to direct the management or policies of the
specified person;

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 Deliverables means the deliverables to be supplied by the Service Provider to the Company as part
of the Services or as agreed between the Parties from time to time;

Fees means the fee or fees specified in Schedule 1 payable by the Company to the Service Provider
in respect of the Services;

Good Industry Practice means the practices, methods and procedures and that degree of skill,
diligence, prudence and foresight which would reasonably be expected to be observed by a skilled
and experienced professional of international repute engaged in carrying out activities the same as,
or similar to, the Services under the same or similar circumstances;

Intellectual Property Rights means (i) copyright, patents, database rights and rights in trademarks,
designs, know-how and related confidential information (whether registered or unregistered); (ii)
applications for registration, and the right to apply for registration, for any of these rights; and (iii)
all other intellectual property rights and equivalent or similar forms of protection existing anywhere
in the world;

Mubadala means Mubadala Investment Company PJSC;

Project Materials means any works and materials tangible or intangible created, developed, written
or prepared by the Service Provider, its employees, agents or subcontractors in relation to, or as part
of, the performance of the Services (whether individually, collectively or jointly with the Company
and on whatever media) including the Deliverables and any concepts, content, processes, artwork,
music, logos, raw footage, working files, graphics, animation, computer software programs, reports,
studies, data, databases, diagrams, charts, specifications, pre-contractual and contractual documents
and all drafts thereof and working papers relating thereto, but excluding the Service Provider's
ordinary correspondence, know-how, methodology and tools; and

Services means the services (including provision of the Deliverables) to be provided by the Service
Provider under this Agreement including, without limitation, those identified in Schedule 1.

Service Provider's Materials means any property of the Service Provider (other than any Project
Materials);

Service Provider's Personnel means those employees of the Service Provider assigned by the
Service Provider to the provision of the Services and, where appropriate, any replacements of such
employees;

Taxes\ Tax means all taxes without limitation, including income, excise, gross receipts, value added
(e.g. VAT), sales, use, employment, social security, franchise, profits, gains, property, transfer,
payroll, stamp taxes, duties or any other taxes (howsoever called and whether payable directly or by
withholding) wherever and whenever imposed by whatever Tax Authority or similar body thereto,
together with any interest and any penalties thereon or additional amounts (including reasonable
costs) in connection with any such taxation.

VAT means (i) value added tax, (ii) any goods and services, sales, consumption or turnover tax
and/or (iii) any imposition or levy of a like nature.

1.2 In this Agreement:

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 (a) references to a person include an individual, a body corporate, a partnership and an
unincorporated association of persons; and

(b) references to a party to this Agreement include references to the successors or assigns
(immediate or otherwise) of that party.

1.3 Clauses 1.1 and 1.2 apply unless expressly defined or set out otherwise.

1.4 The headings in this Agreement do not affect its interpretation. The recitals to this Agreement shall
form a part hereof.

1.5 The schedules and appendices to this Agreement form part of it and any reference to "Clauses",
"Schedules" or "Appendices" means a clause, schedule or appendix to this Agreement respectively.

1.6 The words "includes" or "including" shall mean "including without limitation."

1.7 If there is any conflict or inconsistency between a term in the main part of this Agreement and a term
in any of the Schedules or Appendices or other documents referred to or otherwise incorporated into
this Agreement, the term in the main part of this Agreement shall prevail to the extent of the conflict
or inconsistency.

2. SERVICES

2.1 With effect from the Commencement Date, the Company hereby appoints the Service Provider to
perform the Services and the Service Provider hereby accepts the appointment to perform the
Services in accordance with this Agreement.

2.2 The Service Provider agrees that at any time during the term of this Agreement the Company or any
of the Company’s Customers may request the provision of the Services from the Service Provider by
executing Engagement Letter (as per the format in Schedule 2) or an Order (means the order for
items/ services issued by Company or any of its Customers in line with the Company or its
Customers standard purchase order format), each of which shall be governed by, and incorporate,
this Agreement. The Company’ Customer shall be required to first enter into an Engagement Letter
with the Service Provider and shall thereafter at its sole discretion issue Engagement Letters or
Orders per its requirements. The Services set out in an Engagement Letter or Order shall be provided
in accordance with the terms and conditions in this Agreement, the Engagement Letter or Order (as
applicable). Each Engagement Letter or Order shall constitute a separate legal Agreement between
the Company or any of its Customers and the Service Provider in relation to the provision of the
Services described therein. All rights of the Company hereunder shall be applicable to a Company’s
Customer that executes an Engagement Letter or Order. For the avoidance of doubt, the Company or
its Company’s Customer may at its sole discretion choose to issue an Engagement Letter or an Order
depending on the nature of Services to be requested from the Service Provider. In the event that an
Order is issued, the legal terms and conditions of the Agreement shall apply to any such Order
issued. In the event that an Engagement Letter is issued the provisions of the Engagement Letter
shall supersede of the terms and conditions contained in this Agreement. If the Term of an
Engagement Letter or Order extends beyond the Term of this Agreement, the terms of this
Agreement shall continue to apply to such Engagement Letters or Order until the Engagement Letter
or Order expires or is terminated in accordance with the Agreement. The Services that may be
requested pursuant to the terms of this Agreement are limited to those set out in Schedule 1.

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2.3 The Service Provider shall devote to its obligations under this Agreement its time, attention and skill
and care as may be necessary for the proper performance of those obligations.

3. TERM

This Agreement shall commence on the (“Commencement Date”) and shall continue, unless earlier
terminated pursuant to this Agreement or otherwise agreed by the Parties in writing, until
___________. If the Term of an Engagement Letter extends beyond the Term of this Agreement, the
terms of this Agreement shall continue to apply to such Engagement Letters until three years from
the commencement date. Any Engagement letter agreed pursuant to this Agreement shall become
effective as from the date it is signed.

4. TIME FOR PERFORMANCE

4.1 Any time for performance of the Services shall be as specified in Schedule 1 and time shall be of the
essence. If no time for performance is specified for completion of the Services or any particular part
of the Services, then the Service Provider shall perform such Services within a time to be agreed by
the Parties, or, failing such agreement, within a reasonable time given the nature and extent of the
Services.

4.2 The Service Provider shall not be liable to the Company for any delay in providing the Services
caused either in whole or in part by any failure to act of the Company nor for any delay caused either
in whole or in part resulting from acts beyond the reasonable control of the Service Provider,
including acts of God, war, fire, flood, explosion, epidemics or civil commotion.

5. SERVICE PROVIDER'S UNDERTAKINGS

5.1 The Service Provider represents, warrants and undertakes to the Company that:

(a) it has been duly incorporated, organised and/or established and is validly existing under the
laws of the jurisdiction of its incorporation, organisation or establishment (as the case may
be) and has the relevant constitutional approvals to conduct the Services in accordance with
the terms of this Agreement;

(b) the agreement has been duly authorised by, and upon execution will constitute a valid and
legally binding agreement of, the Service Provider, enforceable against the Service Provider
in accordance with its terms;

(c) it possesses all requisite certificates, authorisations and permits (whether issued by any
regulatory authority or otherwise) for the performance of the Services;

(d) it will, at all times during the performance of the Services, keep itself acquainted with and
comply with all relevant laws, decrees, regulations, rules, procedures and codes of practice
at any location where the Service Provider is performing the Services;

(e) it will make available the Service Provider's Personnel to perform the duties of the Service
Provider under this Agreement or provide replacements of equivalent status, in each case as
may be approved by the Company, such approval not to be unreasonably withheld;

(f) it and the Service Provider's Personnel have the necessary skill and expertise which would
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 carrying out activities the same as, or similar to, the Services on the terms set out in this
Agreement;

(g) unless specifically authorised in writing by the Company, it shall not have any authority to
incur expenditure in the name or for the account of the Company or hold itself out in any
way as having authority to bind the Company;

(h) it will comply with the requirements specified in Schedule 1 and will provide the Services
with the care, skill and diligence required in accordance with Good Industry Practice and all
applicable laws;

(i) where it is necessary to perform any design work in the performance of the Services, it will
ensure such design work is free from any defect in design and workmanship, is fit for the
purpose intended and is performed in accordance with Good Industry Practice and all
applicable laws;

(j) there is no conflict of interest for the Service Provider to enter into this Agreement or to
perform the Services and that it will promptly notify the Company if any circumstances arise
in which the Service Provider will or may be conflicted;

(k) it has not and will not solicit accept or give directly or through a third party anything of
value, gifts, loans, cash, entertainment, meals, travel, any commission or other financial
benefit or inducement from or to any person or party in connection with the Services
(including to an employee, director, agent, consultant or representative of the Company).
The Service Provider will promptly notify the Company details of any such gifts, loans,
cash, entertainment, meals, travel, commission, benefit or inducement which may be
offered;

(l) it has not and will not accept, facilitate, promise to make or provide, in the performance of
this Agreement, anything of value, gifts, loans, cash, entertainment, meals, travel, any
commission or other financial benefit or inducement, directly or indirectly to or for the
benefit of:

(i) any official or employee of any government or governmental or regulatory agency;

(ii) any other person if the party knows or has reason to know that any part of such
payment, loan, or gift will be directly or indirectly given or paid to any person
referred to in subparagraph (i) above; or

(iii) to any other person or entity the payment of which would violate the laws of the
United Arab Emirates or other countries with the purpose of influencing decisions,
obtain expedited goods or services or retain business;

The Service Provider will promptly notify the Company details of any such gifts, loans,
cash, entertainment, meals, travel, commission, benefit or inducement which may be
offered;

(m) it has in place fraud policies and procedures to control and minimise the risk of fraud with
respect to the provision of the Services and (where applicable) the calculation of, or ability
to claim, the Fee. In the event that the Service Provider is aware of, or has reasonable
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 the calculation of, or ability to claim, the Fee it shall promptly notify the Company. In this
event, the Service Provider shall provide the Company and its nominee with access to the
Service Provider’s books and records relevant to the provision of the Services and the
calculation of, or ability to claim, the Fee. Further the Service Provider shall allow the
Company and its nominee to audit such records;

(n) while providing the Services the Service Provider may become aware of some information
relating to the Company, its Customers or a third party (which information may include
inside or material non-public information). The Service Provider shall not use such
information:

(i) in a manner inconsistent with the terms of this Agreement;

(ii) in a capricious manner; or

(iii) (where applicable) to deal in securities of the Company, any of its Customers or any
third party to which (all or some of) the information relates, nor encourage another
person to so deal except as permitted by law.

The Service Provider will promptly notify the Company details of any use of inside
information in breach of this paragraph;

(o) while providing the Services, the Service Provider will operate in accordance with the
principles of the Mubadala Group Supplier Code of Conduct and in full compliance with all
applicable laws and regulations. The requirements of the Supplier Code of Conduct are
incorporated by reference into the terms and conditions of this Agreement as if set forth
fully herein. When, or if, differences arise between those standards and legal requirements,
the stricter standard shall apply, in compliance with applicable law; and

(p) the Service Provider and all Service Provider’s Personnel owe a duty of loyalty to the
Company and may not use their positions to profit personally at the expense of the Company
(financially or otherwise). The Service Provider will promptly notify the Company of any
such actual or potential conflict of interest.

5.2 To the extent necessary to monitor the Service Provider’s compliance with its obligations under this
Agreement, the Service Provider shall allow the Company:

(a) access to inspect/ audit all books, records, system and inventories of any kind or nature
maintained by or on behalf of the Service Provider and relating to the Services provided that
the Company gives the Service Provider not less than thirty (30) days’ prior notice of the
date upon which it desires to make such inspection/ audit and provides details of the
representative or representatives who will be conducting the inspection, and the visit is
conducted during usual business hours; and

(b) the right, at all reasonable times and at its sole risk and expense, of access to the area where
the Services take place, provided that the Company:

i. gives the Service Provider reasonable notice of the date such access is required,

ii. ensures compliance with health and safety requirements,

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 iii. minimizes as far as reasonably possible any disruption to the conduct of the Services, and

iv. identifies the representative or representatives to whom such access is to be granted.

5.3 The Company maintains a business continuity program that requires the Service Provider to ensure
continuity of Services delivered. Therefore, the Service Provider shall:

(a) make adequate arrangements to ensure continuity of delivery of Services to the Company
despite any business disruption to the Company and/or Company’s Customers, and have a
clear business continuity plan and strategy to implement the same;

(b) conduct business continuity tests and exercises annually and submit the results of this and
any self- assessment to the Company, as and when requested by the Company;

(c) manage business continuity in line with requirements of ISO 22301 and/or NCEMA of the
UAE; and

(d) allow the Company to audit the Service Provider’s business continuity program and may
require the Service Provider to participate in tests and exercises initiated by the Company.

5.4 Notification by the Service Provider under Clause 5.1(j), (k), (l), (m), (n) or (o) shall be made to
Mubadala Ethics & Compliance on +971 2 413 3333 or ethics@mubadala.ae.

6. THE COMPANY'S OBLIGATIONS

6.1 The Company shall:

(a) provide the Service Provider with any information and documents as the Service Provider
may reasonably request for the proper performance of its obligations under this Agreement;
and

(b) use its reasonable efforts to allow the Service Provider such access to the Company's
premises and to such other premises and property if necessary to perform the Services
during normal business hours; provided that the Company reserves the right (at its sole
discretion) to refuse entry to, or to require the Service Provider to remove promptly, any
Service Provider's Personnel or any personnel of its subcontractors or Affiliates.

6.2 The Company makes no representation or warranty, express or implied, whether as to the accuracy,
reliability or completeness (or otherwise) of any information or documents.

7. PAYMENT

7.1 In consideration for the Service Provider performing the Services on the terms of this Agreement,
the Company shall pay to the Service Provider the Fees and expenses, if any, in accordance with the
terms of Schedule 1. Other than as expressly provided in Schedule 1, the Fees shall be inclusive of
all charges and disbursements of any nature whatsoever.

7.2 The Service Provider shall be entitled to solely render invoices and supporting documentation via the
Company’s supplier portal (unless otherwise authorized by the Company to submit hard copies at the
invoicing address specified in Schedule 1) in accordance with Schedule 1 and payment of any sums
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 invoice was properly rendered; provided that an invoice shall be deemed to be properly rendered
only once the Service Provider has submitted all documents reasonably required by the Company to
support each invoice.

7.3 If any part of the Fees, expenses described in clause 7.4 or any other payment due under this
Agreement are is subject to a bona fide dispute between the Company and the Service Provider, the
following provisions shall apply:

(a) the Company shall pay to the Service Provider, in accordance with Clause 7.2, all amounts
not disputed in good faith by the Company;

(b) the Company shall notify the Service Provider within 14 days after the date on which the
Fees or relevant payment/s are due of any disputed items and shall describe in reasonable
detail the Company's reasons for disputing each item; and

(c) within seven days after the Service Provider has received the notice referred to in Clause
7.3(b), the Parties shall seek to reach settlement on the items that are the subject of the
dispute.

7.4 The Company shall reimburse the Service Provider for all expenses, if any, of the types identified in
Schedule 1 which are properly and reasonably incurred by the Service Provider or the Service
Provider's Personnel in the provision of the Services; provided that (i) the Company may require the
Service Provider to provide appropriate receipts or any other reasonable evidence of such
expenditures and (ii) if any of these expenses exceed the aggregate amount (if any) specified in
Schedule 1, the Company shall not be obliged to reimburse the Service Provider for the excess
unless the additional expenses have been approved by the Company prior to their being incurred.

7.5 The Fees specified in Schedule 1 may not be increased without the prior written consent of the
Company.

7.6 The Company shall have the right to deduct from any monies due or which may become due to the
Service Provider, any monies or sums recoverable from the Service Provider to the Company in
respect of any claims against the Service Provider.

7.7 Payment by the Company shall be without limitation to any claims or rights which the Company
may have against the Service Provider and shall not constitute any acceptance by the Company of
the performance by the Service Provider of its obligations hereunder.

7.8 The Service Provider Representative shall, in addition, submit at no additional cost to the Company,
monthly reports setting out the status of the Services, the Fees incurred over the preceding one
month period and the cumulative Fees up to the date of the report.

7.9 The Service Provider Representative shall submit any invoices in a timely manner and in any event
no later than 30 days of the Services being performed. The parties agree and acknowledge that the
Company shall be under no obligation or liability to pay any invoices in respect of Services rendered
beyond 90 days. The Company shall not incur any liability to make any payment to the Service
Provider under or in connection with this Agreement unless, at the time the Service Provider submits
an invoice under clause 7 or makes any other claim for payment under this Agreement, the Service
Provider has successfully completed the Company’s supplier registration process in full and is
registered on the Company’s supplier portal.

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7.10 All sums set out in this Agreement or otherwise payable by the Company to the Service Provider
pursuant to this Agreement shall be deemed to be exclusive of VAT as applicable under UAE law or
an increase in the rate pursuant to a change of law after the Commencement Date.

7.11 The Service Provider must, as a precondition to any payment under this Agreement, furnish a VAT
compliant Tax invoice to the Company.

7.12 If an adjustment arises in connection with a Services provided under this Agreement, the Service
Provider must provide the Company a VAT compliant credit or debit note in accordance with the
VAT legislation in the UAE.

7.13 If this Agreement requires a party to pay for, reimburse or contribute to any expense, loss, damage or
other outgoings suffered or incurred by the other party, the amount required to be paid, reimbursed
or contributed by the first mentioned party will be reduced by the amount of any input Tax credits (if
any) to which the other party is entitled in respect of the reimbursable expense.

7.14 The Service Provider shall promptly pass on to the relevant sub-contractors and/or suppliers all
payments received from the Company in respect of amounts claimed by the Service Provider as
being due to such sub-contractors and/or suppliers, and in any event no later than thirty (30) days
following receipt of such payments from the Company.

8. PROJECT MANAGEMENT AND PERSONNEL

8.1 The Company has appointed a Project Representative who shall be responsible for the coordination
of all matters relating to the Services. The Project Representative for the Company is specified in
Schedule 1. The Service Provider undertakes to comply with the reasonable instructions of the
Company and/or the Project Representative which may be given from time to time.

8.2 The Company and the Service Provider shall meet as often as reasonably requested by the Company
to ensure efficient performance of the Services.

8.3 The Service Provider will prepare and submit any reports (including any Deliverables) and supply
any information relating to the Services as may from time to time be reasonably required by the
Company, in the format required by the Company.

8.4 The Service Provider will keep detailed records of all activities undertaken in connection with the
provision of Services and shall, at the Company's request, make them available for inspection and/or
provide copies thereof to the Company.

8.5 The Company shall be entitled to request and obtain, at its discretion, the removal and replacement
of any of the Service Provider's Personnel, at the Service Provider's expense, provided that the
Company shall not exercise this right unreasonably.

8.6 The Service Provider shall ensure that while any of the Service Provider's Personnel are on the
Company's premises they will observe and comply with all applicable rules and regulations relating
to health, safety and security.

9. INTELLECTUAL PROPERTY RIGHTS AND RELIANCE

9.1 The Company acknowledges that the Service Provider's Materials are vested, and shall remain
vested, in the Service Provider.

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9.2 The Service Provider acknowledges that in the course of providing the Services the Service Provider
may use products, materials and methodologies proprietary to the Company or Company’s
Customers of the Company. The Service Provider agrees that it shall not acquire any rights in those
proprietary products, materials and methodologies whether under this Agreement or otherwise.

9.3 All Intellectual Property Rights in the Project Materials, whether on the date of receipt of the Project
Materials or anytime thereafter, shall belong exclusively to the Company (or such Customer of the
Company as the Company may direct) and shall vest in the Company (or such Customer of the
Company as the Company may direct) unconditionally and immediately on the Project Materials
having been created, developed, written or prepared, and the Service Provider shall, and shall ensure
that each subcontractor shall, at its own expense and at no cost to the Company or any of its
Customers, take all steps and sign all documents necessary to formalise such vesting in the Company
(or such person or entity as the Company shall direct) or otherwise register such Intellectual Property
Rights in the name of the Company or any person or entity designated by the Company.

9.4 In consideration of the Company entering into this Agreement, the Service Provider:

(a) as beneficial owner assigns (or shall procure the assignment) to the Company (or such other
person or entity as the Company shall direct) for all purposes the copyright and (to the extent
capable of assignment under this Clause 9.4) all other Intellectual Property Rights in the
Project Materials; and

(b) unconditionally and irrevocably waives (or shall procure the waiver of) all moral rights that
exist or may exist in the Project Materials.

9.5 The Service Provider represents, warrants and undertakes that the Project Materials will be, so far as
they do not comprise material originating from the Company, its employees, agents or
subcontractors, original works of authorship and their use or possession by the Company, any of its
Customers or the Service Provider will not subject the Company, any of its Customers or the Service
Provider to any claim for infringement of any Intellectual Property Rights of any third party.

9.6 The Service Provider undertakes to defend and hold harmless the Company and its Customers from
and against any claim or action that the use or possession of the Project Materials (other than to the
extent that the relevant Project Materials comprise material originating from the Company, its
employees, agents or subcontractors) or any part of them by the Company or any of its Customers or
the receipt by the Company or any of its Customers of any Services (or any part thereof) infringes
the Intellectual Property Rights of a third party (the IPR Claim) and shall indemnify the Company
and each of its Customers from and against any and all losses, damages, costs (including reasonable
legal and other professional fees) expenses and other liabilities incurred by or awarded against the
Company or any of its Customers as a result of or in connection with any IPR Claim.

9.7 If any IPR Claim is made, or in the Service Provider's reasonable opinion is likely to be made,
against the Company or any of its Customers, the Service Provider shall promptly and at its own cost
and expense either:

(a) obtain for the Company and each of its Customers (or such other person or entity as the
Company shall require) the right to continue using the Services and the Project Materials in
the manner permitted under this Agreement; or

(b) modify or replace the infringing part of the Services and the Project Materials so as to avoid
the infringement or alleged infringement, without prejudice to the representations and
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 warranties in this Agreement in relation to all and every part of the Services or the Project
Materials, and without diminishing or curtailing in any material respect the value of the
Project Materials and/or the Services.

9.8 The Service Provider consents to allow the Company and any Customers of the Company to rely on
the work product in the Deliverables provided hereunder and generally on the Services being
provided hereunder in accordance with the terms and conditions set forth herein.

9.9 This Clause 9 shall remain in full force and effect notwithstanding any termination or expiry of this
Agreement.

10. CONFIDENTIALITY AND ANNOUNCEMENTS

10.1 The Service Provider undertakes to the Company and for the benefit of each of the Company's
Customers (who shall be entitled to enforce the terms of this Clause 10) to treat as confidential all
Confidential Information. Confidential Information means all information of whatever nature
relating wholly or partly to the Services or the affairs of the Company or its Customers which:

(a) is supplied by or on behalf of the Company to the Service Provider or its Authorised
Recipients (as defined below) in writing or orally and whether before or after the date of this
agreement;

(b) is obtained by the Service Provider or its Authorised Recipients in writing or orally, through
or following discussions with the management, employees, agents or advisers of the
Company or its Customers thereof;

(c) is acquired by observation or attendance by the Service Provider or its Authorised

Recipients at the offices or other premises of the Company; or

(d) consists of any reports, analyses, compilations, studies or other documents prepared by, on
behalf of or for the Service Provider, and which contain or are derived from or otherwise
reflect any information described in Clause 10.1(a) to Clause 10.1(c).

10.2 The Service Provider may only use the Confidential Information for the purposes of this Agreement.
The Service Provider may, with the Company's prior written consent (not to be unreasonably
withheld), provide its employees, officers, directors, subcontractors and professional advisers (the
Authorised Recipients) with access to the Confidential Information on a strictly "need-to-know"
basis only. The Service Provider shall ensure that each of its Authorised Recipients is bound to hold
all Confidential Information in confidence to the standard required under this Agreement. Where an
Authorised Recipient is not an employee, officer or director of the Service Provider, the Service
Provider shall use its best endeavours to procure that the Authorised Recipient enters into a written
confidentiality undertaking with the Service Provider on substantially equivalent terms to this Clause
10.

10.3 This Clause 10 shall not apply to any information which:

(a) at the time of its supply by (or on behalf of) the Company is in, or subsequently comes into,
the public domain, except through breach of any of the undertakings set out in this
Agreement;

(b) is already in the lawful possession of the Service Provider or an Authorised Recipient;
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 (c) subsequently comes lawfully into the possession of the Service Provider or an Authorised
Recipient from a third party who does not owe the Company an obligation of confidence in
relation to it; or

(d) is required to be disclosed by law, regulation or any governmental or competent regulatory

authority (including any securities exchange); provided that, to the extent reasonably
practicable, the Party required to make such disclosure shall consult in advance with (and
take into account the reasonable requests of) the Company on the proposed form, timing,
content and purpose of the disclosure.

10.4 Without affecting any other rights or remedies that the Company may have, the Service Provider
acknowledges that a person with rights under this Clause 10 may be irreparably harmed by any
breach of its terms and that damages alone may not necessarily be an adequate remedy.
Accordingly, the Service Provider hereby acknowledges (without proof of actual damages) that
injunctive relief, specific performance or other equitable relief in favour of the Company or any of
its Customers thereof may be an appropriate and necessary remedy for any threatened or actual
breach of the terms of Clause 10.

10.5 This Clause 10 shall remain in full force and effect notwithstanding any termination or expiry of this
Agreement for three years from the date of completion of the Services.

11. TERMINATION

11.1 The Company shall be entitled to terminate this Agreement without cause at any time on giving the
Service Provider not less than seven days' prior written notice of termination. The Company or
Company’s Customers shall be entitled to terminate an Engagement Letter or Order without cause at
any time upon giving the Service Provider not less than seven days' prior written notice of
termination.

11.2 Each Party shall have the right, without prejudice to its other rights or remedies, to terminate this
Agreement immediately by written notice to the other:

(a) if the other Party is in material breach of any of its obligations under this Agreement and
either that breach is incapable of remedy or the other Party shall have failed to remedy that
breach within seven days after receiving written notice requiring it to remedy that breach;

(b) if the other Party is unable to pay its debts or becomes insolvent or an order is made or a
resolution passed for the administration, winding-up or dissolution of the other Party
(otherwise than for the purposes of a solvent amalgamation or reconstruction) or an
administrative or other receiver, manager, liquidator, administrator, trustee or similar officer
is appointed over all or any substantial part of the assets of the other Party or the other Party
enters into or proposes any composition or arrangement with its creditors generally or
anything analogous to the foregoing occurs in any applicable jurisdiction; or

(c) if, in the case of the Service Provider only (if such Service Provider has a partnership or
similar corporate structure), any of his partners dies, has a receiving order made against him
or commits any act of bankruptcy.

11.3 If the Company terminates this Agreement pursuant to Clause 11.1 or if the Service Provider
terminates this Agreement under Clause 11.2, the Company shall pay the Service Provider the
proportion of the outstanding Fees payable for the Services as relates to the work properly and
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 satisfactorily carried out or where the Services are charged on a time basis, for the time properly and
necessarily spent on the Services prior to the effective date of termination within 30 days of receipt
of an invoice for such payment.

11.4 If the Company exercises its rights of termination under Clause 11.2, it shall not be liable to the
Service Provider for any losses, claims, damages, fees, liabilities, costs or expenses suffered or
incurred by the Service Provider and resulting from such termination. In any event, under no
circumstances shall the Company be liable to the Service Provider for any indirect or consequential
loss (including loss of goodwill, loss of profit, loss of any contract, loss of opportunity, loss of
anticipated profits or revenue or costs of capital) as a result of termination of this Agreement.

11.5 Upon expiry or termination, as the case may be, of this Agreement, the Service Provider shall
promptly deliver to the Company, upon its request, all Project Materials, Deliverables (in any state
of completion) and Confidential Information together with any books, papers, materials and other
related property relating to the business of the Company or relating to this Agreement or the Services
that are in the Service Provider's possession or under the Service Provider's control. No copies of
the foregoing items may be retained by the Service Provider for record purposes, except as required
by law.

11.6 Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or
liabilities of either Party, nor shall it affect the coming into force or the continuance in force of any
provision of this Agreement which is expressly or by implication intended to come into force or
continue in force on or after termination.

11.7 A court order will not be required to give effect to any termination of this Agreement by the
Company, under this clause.

12. LIABILITY

12.1 The Service Provider shall defend, hold harmless and indemnify the Company and any Customers of
the Company, from and against any and all losses, claims, costs, liabilities, damages (including any
loss of, or damage to, any property of, or injury to or death of, any person) and expenses suffered or
incurred by the Company or any Customers of the Company, their respective directors, officers,
employees and agents (the Indemnified Persons) arising from or in connection with any wilful or
negligent act or omission by the Service Provider or its officers, directors, employees, agents or
subcontractors and/or any breach by the Service Provider of this Agreement, applicable laws or
arising directly or indirectly out of the performance by the Service Provider of its obligations under
this Agreement.

12.2 The Service Provider shall defend, hold harmless and indemnify the Company and any Customers of
the Company from and against any levies, demands or claims that may be made by the relevant
authorities (outside the United Arab Emirates) against the Indemnified Persons or any payments
made by the Indemnified Persons in respect of tax demands or other charges or contributions
(outside the United Arab Emirates) relating to the provision of the Services by the Service Provider.

12.3 If the Service Provider is in breach of its obligations under this Agreement and fails to remedy such
breach within seven days after receiving notice requiring it to do so, the Company shall have the
right, without prejudice to any other remedy it may have, to engage one or more third parties (each
such third party a Replacement) to perform a portion or all of the Services that as of the date thereof
have not been performed to the satisfaction of the Company (the Uncompleted Services). The
Service Provider shall indemnify the Company and its Customers from and against any and all
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 losses, reasonable costs and expenses suffered or incurred by the Company or its Customers arising
out of the engagement of any Replacements for performance of any, or all, of the Uncompleted
Services to the extent that such losses, costs and expenses exceed that portion of the Fees attributable
to the Uncompleted Services.

12.4 The total liability of the Service Provider under this Agreement shall be limited to three times the
Fee payable to the Service Provider under this Agreement, assuming no early termination and full
performance of the Services. The Company’s liability towards Service Provider and any third parties
shall not exceed the amount of Fees paid pursuant to this Agreement. Such limitation of liability
shall not apply in cases of fraud, gross negligence, corrupt practices, personal death or bodily harm
and/or wilful misconduct on part of the Service Provider or in relation to any amounts which the
Company or any of its Customers may claim from the Service Provider under Clause 9.

12.5 This Clause 12 shall remain in full force and effect notwithstanding any termination or expiry of this
Agreement.

13. INSURANCE

13.1 The Service Provider undertakes to obtain and maintain at its own expense a policy or, and unless
specified below throughout the Term of this Agreement, the following policies of insurance
(including professional indemnity insurance) with reputable insurers, valid and enforceable in each
of the jurisdictions in which it is performing the Services, insuring the Service Provider against
potential liabilities under or in relation to this Agreement, to an extent and to limits that would be
reasonably expected under the standards of Good Industry Practice and applicable laws, provided
that the requirements stated herein shall not be construed in any way as a limit of the Service
Provider's liability under this Agreement or as constituting any waiver by the Company of any of its
rights or remedies under this Agreement:

(a) Public liability insurance with cover of no less than AED 2,000,000 for a single event or
series of related events in a single calendar year. Cover shall extend to include the Company
as co-insureds, include a cross liability clause, a primary clause and a subrogation waiver
clause in favor of the Company.

(b) Workmen’s compensation cover to cover risks which the Service Provider is required to
provide in accordance with Chapter VIII of the United Arab Emirates Federal Law of 1980
or other labor law in their relevant jurisdiction(s) and any subsequent amendments. The
policy shall extend to include employer’s liability of no less than AED 1,000,000 for a
single event and shall include a subrogation waiver in favor of the Company, a primary
clause and an indemnity to principal clause (with the Company noted as principal).

(c) Automobile liability insurance in accordance with the laws of the United Arab Emirates with
a third party property damage limit of not less than AED 1,000,000 each and every
occurrence; and

(d) Property all risks insurance to cover physical damage to assets owned by or for which the
Service Provider is responsible and used in connection with the Services including transit
insurance covering transportation of the assets to and from the Service Provider’s premises
including loading and unloading for an amount the equivalent of replacement as new. Such
policy shall include a primary clause and a subrogation waiver clause in favor of the
Company.

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13.2 If the Service Provider fails to procure or maintain or evidence any insurance required pursuant to
this clause 13, then the Company shall have the right, but not the obligation, to procure such
insurance at the Service Provider’s expense, provided the Company shall have given 5 days’ prior
written notice to the Service Provider of its intention to exercise such right unless such intention
arises from the Service Provider’s non-payment of premiums for existing insurance in which case
the Service Provider shall have been given at least 2 days’ prior written notice of such intention and
the Service Provider shall reimburse the Company for such premiums within 7 days of being notified
to do so. If the Service Provider does not have an active insurance policy at the time of occurrence of
an insurable event, Service Provider shall be responsible for all damage resulting from such
insurable event and shall indemnify Company from any liabilities related thereto.

13.3 The Service Provider shall allow the Company to inspect such policies or certificates of insurance
obtained and/or maintained by the Service Provider pursuant to Clause 13.1 and shall provide copies
of the same at the Company's request, together with copies of renewals and evidence that all
premiums due have been paid. Neither inspection nor receipt of such copies shall constitute
acceptance by the Company of the terms thereof or a waiver of the Service Provider's responsibilities
hereunder.

13.4 The Service Provider shall ensure that any agent or subcontractor engaged by the Service Provider in
relation to the Services obtains and maintains all insurances required by all applicable laws with
reputable insurers and as would be reasonably expected under the standards of Good Industry
Practice and all such other insurances as the Service Provider may consider necessary. Any
deficiencies in the cover or policy limits of insurances of such agents or subcontractors shall be the
sole responsibility of the Service Provider.

13.5 Claims By the Company or Service Provider

(a) If a claim is made on any policy of insurance, either by the Service Provider or Company,
the claiming party must promptly provide a copy of that claim to the other party If:

(i) a Party may have a liability if the insurance policy does not respond to the claim;

(ii) payment of an excess is required; and/or

(iii) any right of subrogation may be exercised, then the Parties must cooperate and
negotiate in good faith in making and conducting the claim, in negotiations, in the
conduct of relevant legal or other proceedings with third parties resulting from the
event giving rise to the claim and in all dealings with the insurers.

13.6 No Prejudice To Policies: The Service Provider must not, and must ensure that no Service Provider's
Personnel, do anything, omit to do anything, permit anything to be done or permit anything to not be
done which may prejudice any of the insurance policies required to be taken out by it under the
Agreement or any insurance policies taken out or maintained by Company in accordance with the
Agreement.

13.7 Principal May Maintain Insurance: If Service Provider defaults in effecting or maintaining any
insurance policy that it is required to effect and maintain under the Agreement (or in providing
Company with evidence of such policies or certificates of currency as required by the Agreement),
or if any such insurance policy becomes void or voidable for any reason, Company may (at its
discretion) effect or maintain that insurance policy at the sole cost of the Service Provider.

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13.8 Notice To Principal

(a) The Service Provider must notify Company and Company’s Representative immediately
after it becomes aware of:

(i) the occurrence of any event giving rise or likely to give rise to any claim in respect
of the subject matter of any insurance policy required to be taken out and maintained
by the Service Provider under the Agreement; and

(ii) any variation of, or occurrence which may prejudice or otherwise affect the validity
of, any such insurance policy.

(b) The Service Provider must ensure that all Service Provider's Personnel are under similar
obligations to notify the Service Provider of any such event.

13.9 Maintain Policies: The Service Provider must not cause or take any steps to bring about the
cancellation, material change or reduction of any insurance policy required to be taken out by it
under the Agreement unless it has given 60 days’ prior written notice to Company and received
Company’s prior written approval of such cancellation, material change or reduction.

14. ASSIGNMENT AND SUB-CONTRACTING

14.1 The Service Provider may not assign, sublicense, transfer, create a charge over or otherwise dispose
of any of its rights or subcontract, transfer or otherwise dispose of any of its obligations under this
Agreement without the prior written consent of the Company.

14.2 The Service Provider shall ensure that the approved subcontractor (if any) will, at all times, comply
with the terms of this agreement, including the representations, warranties and undertakings set out
in Clause 5.1 as if they were provided by that subcontractor. The Service Provider shall remain at all
time responsible for the performance of the Services.

14.3 Nothing in this Agreement shall prevent or restrict the Company from assigning, sublicensing,
transferring, creating a charge over or otherwise disposing of any of its rights or from
subcontracting, transferring or otherwise disposing of any of its obligations under this Agreement to
a Customer of the Company. The Company shall not assign any part of its rights or obligations under
this Agreement, other than to a Customer, without the consent of the Service Provider (such consent
not to be unreasonably withheld).

15. CONFLICT OF INTEREST

Since during the provision of the Services the Service Provider may come into possession of
Confidential Information, the Service Provider warrants that, for the duration of this Agreement,
except with the prior written consent of the Company:

(a) The Service Provider shall not, and shall procure that its agents, subcontractors and servants
shall not, whether as a consultant, principal, partner, director, employee or otherwise,
directly or indirectly provide or procure the provision of any consultancy services nor carry
out or procure the carrying out of any other business, activity, work or services to any other
person that would conflict with its obligations under this Agreement.

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 (b) Effective on the Commencement Date of this Agreement until the completion of 1 year from
the date on which this Agreement is terminated or expires, the Service Provider shall not
directly or indirectly bid on any projects from the Company’s Customer without the prior
written consent of the Company.

16. NOTICES

16.1 Any notice or other document to be served under this Agreement may be delivered or sent by post
oremail (with receipt confirmed), in the case of the Company to:
BUSINESS MANAGEMENT SOLUTIONS LLC
PO Box 47772
17th and 18th Floor, Mubadala Tower,
4th Street (Muroor Road),
Abu Dhabi, United Arab Emirates
For the attention of: Azaa Alzaabi
Telephone: +971 (2) 413 7700
With a copy email to legal@solutionsplus.ae

or, in the case of the Service Provider, at its address set out in the preamble of this Agreement or in
Schedule 1 or as otherwise agreed between the Parties.

16.2 When providing service of a notice or document it shall be sufficient to prove that delivery was
made or that the envelope containing the notice or document was properly addressed and posted or
that the facsimile message or e-mail was properly addressed and despatched (as the case may be) in
accordance with Clause 16.1.

17. GENERAL

17.1 No partnership or agency

Nothing in this Agreement shall be deemed to constitute a partnership between the Parties, nor
constitute either Party constituting or becoming in any way the agent of the other Party for any
purpose.

17.2 Counterparts

This Agreement may be executed in any number of counterparts. This has the same effect as if the
signatures on the counterparts were on a single copy of this Agreement.

17.3 Waiver

The rights of each Party under this Agreement:

(a) may be exercised as often as necessary;

(b) are cumulative and not exclusive of rights or remedies provided by law; and

(c) may be waived only in writing and specifically.

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 Delay in exercising or non-exercise of any such right is not a waiver of that right.

17.4 Amendments

Any amendment of this Agreement shall not be binding on the Parties unless set out in writing,
expressed to amend this Agreement and signed by authorised representatives of each of the Parties.

17.5 Severability

If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that
shall not affect:

(a) the legality, validity or enforceability in that jurisdiction of any other term of this
Agreement; or

(b) the legality, validity or enforceability in other jurisdictions of that or any other provision of
this Agreement.

17.6 Further assurance

Each Party undertakes, at the request and cost and expense of the other Party, to sign all documents
and to do all other acts, which may be necessary to give full effect to this Agreement.

17.7 Costs

Each Party shall pay the costs and expenses incurred by it in connection with the entering into of this
Agreement.

17.8 Language

(a) Any notice given in connection with this Agreement must be in English.

(b) Any other document provided in connection with this Agreement must be:

(i) in English; or

(ii) (unless the Parties otherwise agree) accompanied by a certified English translation, in which
case, the English translation prevails unless the document is a statutory or other official
document.

17.9 Third Party Rights

(a) Mubadala, its assigns and/or any other entity, to the extent that each has provided, is providing, or
will provide in the future services to the Company, is a third-party beneficiary of this Agreement.

(b) Any Customer of the Company may enforce any of the terms of this Agreement against the Service
Provider under, amongst others, article 254 of UAE Federal Law No. 5 of 1985 promulgating the
Civil Code of the UAE (or any replacement or successor provisions).

17.10 Whole Agreement

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(a) This Agreement, the documents referred to in it and any agreements relating to this Agreement
entered into on the date of this Agreement between the Parties contain the whole agreement between
the Parties relating to the transactions contemplated by this Agreement and supersede all previous
agreements between the parties relating to those transactions.

(b) Subject to Clause 17.10(a), each Party acknowledges that in entering into this Agreement it has not
relied on any representation, warranty, collateral contract or other assurance (except those set out in
this Agreement and the documents referred to in it) made by or on behalf of any other Party before
the date of this Agreement. Each Party waives all rights and remedies which, but for this
Clause 17.10(b), might otherwise be available to it in respect of any such representation, warranty,
collateral contract or other assurance.

17.11 Electronic Information Security

Service Provider agrees that any Service Provider Personnel who will access any Company
electronic information systems must obtain clearance from relevant government authorities as per
applicable laws and execute all agreements and forms reasonably requested by Company, including
authorization to conduct a background investigation. As applicable, Service Provider will cause the
Service Provider Personnel to, fully comply with and abide by all the Company’s third party service
provider information security guidelines (as amended and modified by Company) at all times during
the Term. Company will authorize any necessary information system access mechanisms, including
access IDs and passwords, and in no event will Service Provider permit any such mechanisms to be
shared or used by anyone other than the individual to whom issued or to be used for any purpose
other than the fulfilment of Service Provider’s obligations under this Agreement. Once each calendar
quarter and upon reasonable request by Company, Service Provider agrees to provide Company with
an accurate, up-to-date list of those Service Provider Personnel having access to Company's
electronic information systems, software, or data. Service Provider agrees that any failure to comply
with the provisions of this Section entitles Company to deny or restrict the access privileges of such
non-complying Service Provider Personnel, as Company deems appropriate in its sole discretion.

18. DATA PROTECTION

18.1 For the purposes of this Agreement, the following terms shall have the following meanings:

a. Processing: any operation or set of operations which is performed on personal data or on sets of
personal data, whether or not by automated means, such as collection, recording, organization,
structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by
transmission, dissemination or otherwise making available, alignment or combination,
restriction, erasure or destruction;

b. Personal Data: means any information relating to an identified or identifiable natural person; an
identifiable natural person is one who can be identified, directly or indirectly, in particular by
reference to an identifier such as a name, an identification number, location data, an online
identifier or to one or more factors specific to the physical, physiological, genetic, mental,
economic, cultural or social identity of that natural person;

c. Data Controller: means the natural or legal person, public authority, agency or other body
which, alone or jointly with others, determines the purposes and means of the Processing of
Personal Data;

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 d. Data Processor: means a natural or legal person, public authority, agency or other body which
processes personal data on behalf of the Data Controller; and

e. EU Data Protection Law: means Regulation (EU) 2016/679 of the European Parliament and of
the Council of 27 April 2016 (EU General Data Protection Regulation (GDPR)) on the
protection of natural persons with regard to the processing of Personal Data and on the free
movement of such data.

18.2 Insofar as the Service Provider will be processing Personal Data on behalf of the Company for the
purpose defined by the Company and in the course of performance of this Agreement with the
Company, the terms of this clause shall apply.

18.3 The Service Provider will only process the Company’s Personal Data on documented instructions of
the Company, in such manner as/and to the extent that is appropriate for the provision of the
Services, except as required to comply with a legal obligation to which the Service Provider is
subject to. In such cases, the Service Provider shall inform the Company of its legal obligations
before processing, unless that law explicitly prohibits the furnishing of such information to the
Company.

18.4 The Service Provider shall not process the Personal Data in a manner inconsistent with the
Company’s documented instructions. The Service Provider shall be allowed to exercise its own
discretion in the selection and use of such means as it considers necessary to pursue those purposes,
subject to the requirements of this Agreement.

18.5 The Service Provider shall at all times comply with the EU Data Protection Law in relation to this
Agreement. At the request of the Company, the Service Provider shall demonstrate adherence to EU
GDPR through appropriate means, by virtue of adhering to the terms of this Agreement.

18.6 The Service Provider shall immediately notify the Company of any proposed permanent or
temporary transfer of Personal Data with/without an adequate level of protection and shall only
perform such a proposed transfer after obtaining authorization from the Company, which may be
refused at its own discretion or granted subject to conditions.

18.7 The Service Provider shall not subcontract any of its Service-related activities consisting of the
processing of the Personal Data or requiring Personal Data to be processed by any sub-processor
without the prior written authorization of the Company.

18.8 Notwithstanding any authorization by the Company, the Service Provider shall remain fully liable
vis-à-vis the Company for the performance of any such sub-processor that fails to fulfil its data
protection obligations.

18.9 The Service Provider shall ensure that the sub-processor is bound by the same obligations of Service
Provider under this Agreement, shall supervise compliance thereof, and must in particular impose on
its sub-processors the obligation to implement appropriate technical and organizational measures, in
such a manner that the processing will meet the requirements of this Agreement.

18.10 The Company may request that the Service Provider audits the sub-processor or provides
confirmation that such an audit has occurred (or, where available, obtain or assist the customer in
obtaining a third-party audit report concerning the sub-processor's operations) to ensure compliance
with its obligations imposed by the Service Provider, in conformity with this Agreement.

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18.11 The Service Provider shall treat the Company’s Personal Data as strictly confidential and it shall
inform all its employees, agents and/or sub-processors engaged in processing the Personal Data of
the confidential nature of the Personal Data. The Service Provider shall ensure that all its agents
and/or sub processors have signed an appropriate confidentiality agreement, or are otherwise bound
to a duty of confidentiality, or are under an appropriate statutory obligation of confidentiality.

18.12 The Service Provider shall implement appropriate technical and organizational measures to ensure a
level of security of the processing of Personal Data, appropriate to the risk.

18.13 The service provider shall at all times have in place written procedures which enable it to promptly
respond to the company about an incident. Where the incident is reasonably likely to require a data
breach notification by the company, the service provider shall implement its written procedures in
such a way that it is in a position to notify the company no later than 24 hours of having become
aware of such an incident.

19. GOVERNING LAW AND ARBITRATION

19.1 This Agreement shall be governed by and construed in accordance with the laws of the Emirate of
Abu Dhabi and the federal laws of the United Arab Emirates as applied in the Emirate of Abu Dhabi.

19.2 Any dispute or difference of any kind between the Parties in connection with or arising out of this
Agreement or the breach, termination or validity hereof (a Dispute) shall be finally settled in
accordance with the rules promulgated by the International Chamber of Commerce (the Rules).
Notwithstanding the foregoing, either Party may seek injunctive relief in any court of competent
jurisdiction against the improper use or disclosure of Confidential Information. It is hereby agreed
that:

(a) the seat of the arbitration shall be Abu Dhabi Global Market;

(b) there shall be one arbitrator who shall be appointed in accordance with the Rules;

(c) the language of the arbitration shall be English;

(d) the award shall be in writing and shall set forth in reasonable detail the facts of the Dispute
and the reasons for the tribunal's decision; and

(e) the award in such arbitration shall be final and binding upon the Parties and judgment
thereon may be entered in any court having jurisdiction for its enforcement.

[remainder of page intentionally left blank]

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 SCHEDULE 1

SERVICES AND CHARGES

PART A
SERVICES

A. SERVICES

The Service Provider is required to:

The Company is seeking the services of a competent global professional services consulting firm to
provide comprehensive masterplanning, spatial strategy, and urban design resources, tailored to
project visioning requirements.

The Service Provider shall deploy resources capable of meeting the Company's masterplanning
objectives within the identified list of Services.

The Service Provider shall work with Company assigned personnel, fostering teamwork, and
ensuring training in collaboration and design thinking to achieve the Agreement's desired outcomes.

The Services include masterplanning, urban design, spatial planning, and sustainability strategy
consultancy, encompassing project vision development, masterplan documentation, and regulatory
approval strategies where applicable, as a turnkey solution.

The activities associated with the Masterplanning Services include but are not limited to:

 Masterplanning and Urban Design

 Sustainability and Environmental Strategy

 Technical and Commercial Evaluation for planning phases

 Authority approvals roadmap coordination

 Cost Estimation and Financial Planning

 Development Timelines aligned with strategic goals

 Review and Development of Planning Documents

 Management of planning phase consultations and approvals

 Risk and Opportunity Management

 Strategy Development for Project Execution

 Comprehensive Reporting and Documentation Control

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  Project completion and post-implementation review

The Preliminary List of roles are listed in Schedule 1 Part B of this Agreement (the Preliminary List).
However, the Company may at its sole discretion request for additional Services in the future not
forming a part of the Preliminary List (“Additional Roles”). In such cases, the Service Provider and
the Company shall first mutually agree on the price for each of the Additional Roles, which in the
case of the Preliminary List shall not exceed the price agreed in Schedule 1 Part B of this Agreement.

All such procurement shall occur pursuant to the relevant procurement process of the Company
governing the Master Framework Agreements. In the event that the Company decides to progress
with a specific commitment, it shall issue an Engagement Letter or Purchase Order (as determined by
the Company) which shall clearly define the agreed scope of services and pricing.

For the avoidance of doubt, the Preliminary List does not guarantee of any commitment or volumes
by the Company or its Customers.

If the Company requests the engagement of the Service Provider through an Engagement Letter or
Order, the Service Provider shall provide a deployment plan indicative of the detailed breakdown of
the pricing that the service provider would propose for the project. The Deployment Plan shall reflect
all resources required to: execute the project in order for the company to evaluate the adequacy of the
deployment plan. The deployment plan rates shall not exceed the pre-agreed MFA rates.

B. THE SERVICE LEVELS

The Service Provider shall ensure compliance to the following timescales in relation to any order
placed under this Agreement (Service Levels):

SLA 1 Commencement of Services

Description: The Service Provider shall commence its Services on the agreed
Deployment Date.
Failure or deliver: ▪ Failure to commence services on agreed date will result in issuing
warning letter.
▪ Failure to commence services within five (5) working days from the
agreed date will result in escalation to the Service Provider’s assigned
Account Manager for remediation plan to be provided and agreed
with the Company.
▪ Failure to commence services within ten (10) working days from the
agreed commencement date, the Company may deduct 10% of the
corresponding month’s fees OR milestone’s fees (The Company has
the rights to consider the higher Value) giving notice accordingly.
SLA 2 Reporting
Description: The Service Provider shall provide Weekly and Monthly Progress
Reports in accordance with the agreed format and timeframes.
Failure or deliver: Failure to issue weekly or monthly reports two (2) times
consecutively will result in issuing warning letter.
▪ Failure to issue weekly or monthly reports three (3) times
consecutively will result in escalation to the Service Provider’s

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 assigned Account Manager for remediation plan to be provided and
agreed with the Company.
▪ Failure to issue weekly or monthly progress reports four (4) times
consecutively, or as per the agreed remediation plan, the Company
may deduct 10% from one corresponding month's fees OR
milestone’s fees (The Company has the rights to consider the higher
Value) giving notice accordingly.
▪ Failure to issue weekly or monthly progress reports more than four
(4) times consecutively, or as per the agreed remediation plan, the
Company may give notice in accordance with clause 11
(Termination).
SLA 3 Delivery of Services
Description: The Service Provider shall deliver its Services in accordance with the
agreed program.
Failure or deliver: ▪ Failure to deliver services in accordance with the agreed program
will result in issuing warning letter.
▪ Failure to correct issues advised in first warning letter within five
(5) working days will result in escalation to the Service Provider’s
assigned Account Manager for remediation plan to be provided and
agreed with the Company.
▪ Failure to correct issues advised in first warning letter within ten
(10) working days, or as per the agreed remediation plan, the
Company may deduct 10% from one corresponding month's fees OR
milestone’s fees (The Company has the rights to consider the higher
Value) giving notice accordingly.

SLA 4 Project Lead

Description: Assigned competent Project Lead with the required skills matching
information provided on the individual’s CV to manage the Service
Provider’s team and delivery of its Services.
Failure or deliver: ▪ First formal warning letter to improve / correct actions of Project
Lead.
▪ Failure to correct issues advised in first warning letter within five
(5) working days will result in escalation to the Service Provider’s
assigned Account Manager for remediation plan to be provided and
agreed with the Company which may include a requirement for the
Service Provider to replace its assigned Project Lead.
▪ Third formal warning letter after failure to correct issues as per the
agreed remediation plan, the Company may deduct 10% from one
corresponding month's fees OR milestone’s fees (The Company has
the rights to consider the higher Value) giving notice accordingly.
▪ Forth formal warning letter after ten (10) subsequent working days,
setting out failure to correct issues as per the agreed remediation plan,
the Company may give notice in accordance with clause 11
(Termination).

The Company will measure the Service Provider’s performance in relation to the above Service
Levels and should the Service Provider fail to achieve these the Company may terminate this
Agreement with no liability to Service Provider and at no notice.

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C. ACCOUNT MANAGEMENT

The Service Provider shall appoint the following person to manage the Services:

Name: ___________________
Address: _______________________________
Mobile No: ________________
Email: ________________________

D. PROJECT REPRESENTATIVE

The Project Representative for the Company shall be

Name: _________________
Address: Business Management Solutions LLC
PO BOX 47772, Abu Dhabi,
United Arab Emirates

Email: ___________________

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 PART B

THE FEES

A. THE FEES

The following table details the fees associated with the Services. All fees are inclusive of delivery
charges. Invoices must only be raised following delivery of the requirement and will be paid in
accordance with the terms of this Agreement.

Master Planning Consultancy - Preliminary List of Roles Provided

Hourly Daily
Experience
URN Resource Title Qualification Rate Rate
(years)
(AED) (AED)
R1 Client Relationship Manager
R2 Project Director
Associate Director (Project
R3
Management)
R4 Lead Project Manager
R5 Senior Project Manager
R6 Project Manager
R7 Assistant Project Manager
R8 Senior Design Manager
R9 Design Manager
R10 Sustainability Director
R11 Sustainability Manager
R12 Urban Planner
R13 Landscape Architect
R14 Environmental Consultant
R15 Planning Engineer
R16 GIS Specialist
R17 Commercial Director
R18 Senior Cost Manager
Cost Manager / Quantity
R19
Surveyor
R20 Contracts Manager
R26 Senior Contracts Manager
R21 BIM Manager
R22 BIM Specialist
R23 Senior Document Controller
R24 Document Controller

The roles provided above are considered as Preliminary List and any other Additional Roles may be
contracted as defined in Section A (Services) of Schedule 1.

B. INVOICES

Invoices shall be addressed to:

BUSINESS MANAGEMENT SOLUTIONS LLC
Accounts Payable

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Finance Services
P.O Box 47772
Abu Dhabi
United Arab Emirates
Email: payables@mdcbms.ae

 Each invoice must be an original and must include the following minimum details:

 Name of the Project Representative (see name in item D above) and the Project Name, or if no
name, a brief description of the Project;

 Agreement Reference Number; and

 Names of all contracting Parties, as set out in this Agreement

[remainder of page intentionally left blank]

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 SCHEDULE 2

FORM OF ENGAGEMENT LETTER

(INSERT THE NAME OF SERVICE PROVIDER)

Attn: XXXXXX

(Insert Address)

XX XXX 202X

Dear Sirs

Engagement Letter

We are pleased to submit this Engagement Letter to you, setting out the basis on which ( INSERT THE
ASSET NAME), a Limited Liability Company established under the laws of the Emirate of Abu Dhabi (the
Company) wishes to engage the services of (INSERT THE NAME OF SERVICE PROVIDER) (the
Service Provider), to provide the Company or any of its Customers with the Services pursuant to the terms
and conditions contained in the Master Framework Agreement agreed between the Company and the Service
Provider on ______________ with a reference number (INSERT NUMBER). This Engagement Letter and
the Master Framework Agreement shall collectively be referred to as (“Agreement”).

In the event of any conflict, inconsistency or ambiguity between the provisions of this Engagement Letter
and any of the terms and conditions contained in Master Framework Agreement, the parties acknowledge
and agree that the terms of this Engagement Letter shall prevail.

Scope of Services

The Service Provider has confirmed to the Company that it is engaged in the business of providing
_____________________ and has considerable skill, knowledge and experience in that field to perform such
services. Based on the above, the Company wishes to engage the Service Provider to provide the following
Services:

 INSERT SERVICES;

 INSERT SERVICES.

Commencement Date - Agreement

The Parties shall be bound by the terms herein as of the Engagement Letter Effective Date until the earlier of
(INSERT EXPIRY DATE) or the date on which the MFA or this Engagement Letter is earlier terminated
by the Parties in accordance with the terms of the MFA.

Authorized Persons

The Company’s authorized persons (“Asset Authorized Persons”) are:

(a) [INSERT NAME],

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(b) [INSERT NAME],

(c) [INSERT NAME]

The Service Provider’s authorized persons (“Service Provider Authorized Persons”) are:

(a) [INSERT NAME];

(b) [INSERT NAME]

(c) [INSERT NAME]

The Parties acknowledge and agree that they shall immediately notify the other as to whether the authority of
any Asset Authorized Person or Service Provider Authorized Person has been revoked.

Fees and Expenses

The fees and payment terms are in accordance with the Master Framework Agreement.

All invoices must be submitted to the accounts payable department on the 4th working day of the following
month. The invoice should mention the Site where the Service was provided. The details of the Site and any
changes to the same will be communicated to the Service Provider in advance through email.

Invoice Address

All invoices with respect to the Services provided in connection with the Agreement shall be sent to:

Name: Accounts Payable

Address: (INSERT NAME)

PO Box (INSERT NUMBER)
(INSERT CITY)
United Arab Emirates

Email: (INSERT EMAIL)

Fax: (INSERT FAX)

Notices to the Company

All notices with respect to the Agreement shall be sent to:

Address: (INSERT NAME)

PO Box (INSERT NUMBER)
(INSERT CITY)
United Arab Emirates

Email: (INSERT EMAIL)

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 Fax: (INSERT FAX)

Acknowledgement and acceptance

Once it has been agreed, this letter will remain effective in accordance with the terms of the Agreement. In
signing this letter, you confirm you have the authority to sign for and on behalf of, and to legally bind, the
Service Provider to the terms and conditions of the Agreement. We should be obliged if you would confirm
in writing your acceptance of the terms of the Agreement by signing and returning the enclosed copy.

Yours faithfully

Signed:

_______________________________________

for and on behalf of (INSERT NAME OF ASSET)

Name:

I confirm that I am authorized to sign for and on behalf of the Service Provider and accept the terms and
conditions set out therein and I have read the contents of the above letter, the Master Framework Agreement
and all other documents referred to in this letter and understand that these together comprise the Agreement
between the Parties.

Signed:

______________________________________

for and on behalf of (INSERT THE NAME OF SERVICE PROVIDER)

Name:

Date: XX XXX 201X

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WHEREAS the parties have hereby caused their duly authorized representatives to execute and deliver this
Agreement on the date first above written.

SIGNATORIES

.................................................................

For and on behalf of BUSINESS MANAGEMENT SOLUTIONS LLC

Name:

Title: Authorized signatory

.................................................................

For and on behalf of (INSERT THE NAME OF THE SERVICE PROVIDER)

Name:

Title:

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