SERVICES & PRICING

CONTRACT

All services encompass United Arab Emirates territory only. All timelines dependent upon timely response and cooperation of
Client.

1. ROUNDUP FOOD TRUCK LICENSING MEMBERSHIP

Food Truck Roundup Membership:

10,000

FACILITATION OF OPERATION
54 East will assist in obtaining at any time Go To Parking for One (1)
Truck in Dubai, United Arab Emirates in Roundup warehouse in Dubai,
during non-operating days, unless restricted by government rules.
Membership to Call center services operating for 12 hours in a day.
54 East will assist in Manpower if Client provides reasonable notice not
less than Seven (7) days and mutually agree on fees, for this particular
service
The Client support with catering and prepping needs including all the
Products (food and non-food Materials, Stocks including marketing
materials) required to operate the Business from 54 East.
Dry storage and Office facilities facilitation (subject to availability)
MAPS & GPS INTEGRATION
Map integration of individual truck
GPS integration (UBER) real time progress of truck
Clients can add your truck event to their calendar and review it as
reminder.
TECHNOLOGY & PAYMENT GATEWAY
Membership to Global (all roundup domains) food truck roundup mobile &
web applications available on iPhone and Android
Tracking and booking of your food truck along with Payment gateway
integration comissions applicable per bank and will be transferred to you
within 5 working days
Communication Platform and Support with training, event schedule,
Videos, Announcements and other ongoing developments
ICloud integration POS support
Access to Website market place.
Notifications to clients on your truck by geo-tagging, alert them that your
truck is close by to them fo sales exposure.
Code discounts if applicable.
PR & SPONSERSHIP ACCESS
Enrollment into PR campaigns, media shows and other online and offline
boosts
Deliverables encompass the integration into Roundups Strategic PR plan,
press releases, media alerts/listings, coordination with social media content
calendar bi weekly, media/influencer hosting, influencer campaign, CSR
activation, Event sponsorship and Truck program sponsorship,
LOYALTY PROGRAM
Client to enroll by 54 East or their 54 East marketing campaigns, loyalty
program, Software & discount card program.

Page 2 of 9

(One time
Activation Fee Per
Truck)

2500*
(payable monthly)
minimum 12
months)
*To be paid starting 30
days after arrival of
Truck to Dubai ports
(Customs Clearance
Documentation) OR if
local fabrication once
truck is completed.
If client not ready to
receive handover of
truck penalty of AED
5000 part or full day
applies.

MARKETING & SOCIAL MEDIA

Marketing support including but not limited to PR, Radio, TV show, Social
Media and Sponsorships.
Minimum of one post or brand engagement on all social media campaigns,
our social media campaigns have heavy advertising budget boosts.
Inclusion of access to Roundup database of Newsletter for headline
announcement of you Food Truck. Max 1 per month.
Dedicated campaign manager will meet with brand to discuss campaign
progress and follow up ideas.
WEBSITE
Separate brand page on website / wish list with ability to add comments,
photos, reviews etc.
Client accounts with dashboard for clients including loyalty cart
Order history and status (events)
Re-orders from accounts
Ensuring maximum business
Blog
Intranet push notifications, ticketing systems truck owners to raise issues
to main office, book app
Book a truck for event and catering
Search engine optimization
BUSINESS DEVELOPMENT & LICENSING
Access to Seminar & New clients to expand/franchise your truck brand.
Monthly Relations Meetings.
Facilitate permits, Events and spaces across United Arab Emirates.
Roundup holds Exclusive partnership agreements with Events.
Third party and admin payments may apply.
Use Roundup logos under Brand Guidelines (as permitted).
Organize Roundup events and Parks including Roundup Themed events:
Markets, Playgrounds etc.
Ongoing Food Truck regulations and Market updates.
TECHNICAL SUPPORT
Garage services and Technicians support.
Use of SOS road side assistance features in Members iPhone and Android
Apps. App calculates the payment of service on spot instantly.
EVENTS
First hand access to Roundup and Third party events including private,
public and government companies. Each event has a different rate
structure discounted by Roundup association as business rate.
Event support including but not limited to furniture, generator back up, City
power, city approvals etc. Costs of events will apply.
Client agrees to attend all 54East events within United Arab Emirates and
any priority events organized by 54East are compulsory participation. (Late
arrival for more than Two (2) hours from the indicated time or more or no
show is a AED 5,000 penalty charge per event and cost of that event. In
case Client attends events outside the 54 East / their subcontractors
spaces or wishes to cancel attendance need to insure obtaining written
permission at least Seven (7) day in advanced).
All above scopes can change from time to time.

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2. GOVERMENT SETUP SERVICE

1.

Local Sponsorship - (only if 54 East is sponsoring

subject to background check approval)
(As per the Company law of UAE Limited Liability
Company must have a UAE national partner with
majority shareholding. 54 East being local company
will sponsor the expatriates to obtain License)

24,000/-

2. 54 East Service Charges- TRADELICENSE DED

The scope of work includes procedures and
submission of relevant file and documents before the
competent authorities in order to be granted with their
approval, finalization of the procedures before
competent authorities such as Economic Department
(DED) and Chamber of Commerce, until the issuance of
the license and it includes;.
a. Preparation of Legal Documents (Drafting of
Memorandum & Articles of Association, Side
Agreement with local sponsor etc.)
b. Arabic translations
c. Court notarization
d. RTA approvals **
e. Civil Defense approvals **
f. DM food section approval for 1 month only ** (refer
clause 4.c)

25,000/-

MANDATORY WITH 54 EAST SEPARATE

SUBTENANCY CONTRACT.

MANDATORY WITH 54 EAST SEPARATE

SUBTENANCY CONTRACT.

[Timeline : 2 days after clearing

Security Procedure on Owner
Nationality if applicable]*
This service charges exclude:
DED Cost
Owner Accommodation (if
required)
Shop rental costs and external
approvals required
Environment Cleaning fees
payable to Municipality
Foreign Company Name (if
applicable)
Other government direct
charges

DED Costs**
- Trade name reservation fees
- Initial approval fees
- Final Trade License fees
(**Note: The cost should be paid as and when invoices are
sent to the Client. Should any delay occur in settling the
invoice, 54 East shall not be responsible.)

BUSINESS READY PACKAGE DEAL 60000/ -

(SAVINGS OF 49,000/-!)

Local Sponsor + 54 East Service Charges TRADELICENSE DED

+ 54 EAST SEPARATE SUBTENANCY CONTRACT Ejari

Page 4 of 9

3. 54 East Service Charges MINSTRY OF LABOUR

Government document preparation & submissions
pick & drop of documents as required
Use of an Approved & Certified UAE Government
PRO employed by 54 East
Quotation of services & costs required
Status
update
on
Government
document
submissions & renewals due.

3,000/- Per staff Using 54

East Tradelicense
No need for immegration
and MOL file opening only
if 54 East is sponser.
[Timeline : 2 day] *
OR
7,500/- One time for
Immigration and MOL File
opening & 5,000/- Per
Staff in MOL
[Timeline : 20 day] *
This service charges exclude:
3000/- refundable deposit to
MOL
Cost of any Government Fees
payable Investor & Family
Visas

4. DUBAI MUNICIPALITY Food Permits

(Request order via email needed) INcludes Dubai
Municipality government fee.

300/-

5.RTA sticker approval

MANDATORY

1700 Per Permit / Per Year

[Timeline : 1 day] *
500 for each location request

Per Permit

[Timeline : 1 day] *

to RTA (excludes actua

location cost if any)

6. Civil Defense LPG approval Permits

(Request order via email needed) INcludes Dubai
Municipality government fee.

Page 5 of 9

350 /Per Permit

[Timeline : 2-3 day]*

3. ADMINSTRATION & ACCOUNTING SEVICES:

Management Information System Reporting
a. Monthly P & L

1,500/- Per
Month
/ Per Truck

Income Statement (Profit and Loss)

Statement of Financial Position (Balance Sheet)
Statement of Cash Flows

Payable in advance
each month.

Statement of Equity

b. Revenue & Cost of goods sold

Daily sales Tracking and posting entries

Receipts Posting
Revenue Analysis
Calculation of Cost of goods sold and analysis on monthly basis

c. Creditors & Debtors

Preparation of Accounts Receivables & Payable Ledger

Debtors & Creditors analysis & Aging Report

Posting of Invoices
Reconciliation of Debtors and Creditors
Payments Posting (all Invoices & Payments will be proceeded upon obtaining the
approval from the Client)

d. Cash & Bank

Posting of all the cash and Bank related entries

Preparation of Monthly Bank Reconciliation Statements

e. Petty Cash

Petty Cash Accounting and Reconciliation

f. Asset Management

Fixed Asset Accounting

Monthly Depreciation Calculation

g. General Ledger

Preparation of Prepayments Schedule

GL Accounting and JV Posting (Monthly overhead provisioning & other management
overhead allocations)

(Accessibility & Handover: At the end of our service tenure all records will be
handed over to the Client along with an extract of our ledgers and balances
and reconciliations of key control accounts such debtors, banks, trade
creditors etc. Client shall always have the access to accounting ledgers or
details.)

Annual Budgeting
a. Prepare the annual budget for the Business unit.
b. Process budget amendments as submitted by Client.

Business Plan financial projections

The above will allow us to provide the following outputs: Assessment of main
cost and revenue drivers and cost of running the business
Total funds required grow the business
Capital expenditure requirements
Development and evaluation of key performance indicators
Valuation with summary to conclude investment considerations

Page 6 of 9

2,500/- Per Year

/ Per Truck
15,000/
/ Per Truck

4. DEVELOPMENT & BRANDING PACKAGES

a. PACKAGE 1
[Timeline : 15 days] *

3,000/-

Up to 3 options &
revisions

Food Truck Design

b. PACKAGE 2
[Timeline : 20 days] *

7,000/-

Up to 3 options &
revisions

Brand Name, Logo Design, Food Truck Design

c. PACKAGE 3
[Timeline : 25 days] *

13,000/-

Brand Name, Logo Design, Packaging Design, Food Truck Design

d. PACKAGE 4
[Timeline : 30 days] *

Up to 3 options &
revisions

19,500/-

Brand Name, Logo Design, Packaging Design, Food Truck Design, Menu Design,
Uniform Design, Website Design, Social Media Set-up

Up to 3 options &
revisions

5. OPERATIONAL & MARKETING ASSISTANCE

a. Product Development
This stage includes menu development, menu trials, writing recipes &
identifying the raw products needed for the production, suggested
suppliers, menu costing & pricing. Negotiating with suppliers &
developing a reliable supply chain. Developing a list of needed
equipment for the production.

19,500/-

b. People Development
This stage includes the recommended staffing level & organization
chart for the restaurant, sourcing, selecting & hiring needed staff up to
5 staff, putting a proper salary scale per client request.

17,000/-

Page 7 of 9

Per Concept
Brand

[Timeline : 30 days]
*

Per Truck

[Timeline : doesn't
exceed 30 days] *

 SERVICES & PRICING

CONTRACT

BACKGROUND
The Client wishes to obtain certain Services (business establishment /administration /management/ Marketing services etc) from the 54 East and the 54East is willing to provide the required services on the
terms and conditions of this agreement. This agreement sets out the terms and conditions agreed between the 54East and the Client for the provision of the services contemplated in this agreement.

AGREED TERMS
1.

Interpretation
The following definitions and rules of interpretation apply in this agreement.
1.1
Definitions
Client's Equipment: any equipment, systems, cabling or facilities provided by the Client
and used directly or indirectly in the supply of the Services.
Client's Manager: the Client's manager for the Services, appointed in accordance with
clause 4.1.
Document: includes, in addition to any document in writing, any drawing, map, plan,
diagram, design, picture or other image, tape, disk or other device or record
embodying information in any form.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights,
trade marks, business names and domain names, rights in get-up, goodwill and the
right to sue for passing off, rights in designs, database rights, rights to use, and protect
the confidentiality of, confidential information (including know-how), 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.
Services: the services to be provided by the 54East under this agreement as set out in
Services Schedule selected by the Client, together with any other services which the
54East from time to time provides or agrees to provide to the Client on the terms and
conditions of this agreement.
54East's Equipment: any equipment, including tools, systems, cabling or facilities,
provided by the 54East or its subcontractors and used directly or indirectly in the
supply of the Services.
VAT: value added tax, sales tax or any other similar tax, levy or imposition howsoever
named, chargeable under UAE federal or emirate law whether now or in the future.
2.
2.1
2.2
2.3

3.
3.1
3.2

3.3
3.4
3.5

4.

j)

Commencement and duration

The 54East shall provide the Services to the Client on the terms and conditions of this
Agreement.
The 54East shall provide the Services to the Client from the date hereof.
The Services supplied under this agreement shall continue to be supplied for a period
of Thirty Six (36) months and after the expiry of this duration the Agreement shall
automatically renewed, with the 10% hike in fees paid during the previous year for the
Services. Parties may terminate this Agreement by giving to the other not less than
Three (3) months' notice or terminated in accordance with clause 8. Client cannot
terminate agreement ot join other similar organization or become stand alone
operation.
54Easts obligations:
The 54East shall use reasonable endeavors to provide the Services in accordance with
Services Schedule in all material respects.
The 54East shall use reasonable endeavors to meet any performance dates specified in
Services Schedule, but any such dates shall be estimates only and time for
performance by the 54East shall not be of the essence of this agreement.
54 East will assist in Manpower if Client provides reasonable notice not less than Seven
(7) days and mutually agree on terms of payment.
UAE standard public holidays shall apply. Scope of work will be carried out from 9 am
to 5 pm Sunday to Thursday.
At the renewal of this Agreement 54East shall review the systems and the activity levels
to ensure that Clients requirements are being met.

Clients obligations:
4.1
The Client shall:
a)
Ensure usage of infrastructure for point of sale system and other related
hardware and software in trucks and provide monthly sales report to 54 East.
b)
ensure training of all personnel in accordance with the 54Easts infrastructure
guidelines and code.
c)
Client cannot create or join other clients own Food truck event or
conglomerate under another umbrella without Roundup & 54East , Client
can request Roundup & 54 East to host the event under Roundup. Penalty of
such will be deterimed by 54 East.
d)
abide by any laws and regulations regarding the operating food truck and
ensure obtaining legal paper works to provide to supplier and provide in truck
including but not limited Dubai Economic Department Trade License, business
insurance policy that names the Supplier as an additional insured, Road and
Transport Authority Permit, Dubai Municipality permit.
e)
co-operate with the 54East in all matters relating to the Services and appoint
the Client's Manager in relation to the Services, who shall have the authority
contractually to bind the Client on matters relating to the Services;
f)
provide, for the 54East, its agents, subcontractors, consultants and employees,
in a timely manner and at no charge, access to the Client's premises, data and
other facilities as reasonably required by the 54East or any of them in
connection with the Services;
g)
provide, in a timely manner, such materials and information as the 54East may
reasonably require in order to perform the Services, and ensure that such
information is accurate in all material respects;
h)
inform the 54East of all health and safety rules and regulations and any other
reasonable security requirements that apply at the Client's premises;
i)
ensure that all Client's Equipment is in good working order and suitable for the
purposes for which it is used in relation to the Services; and
Obtain and maintain all necessary licenses and consents and comply with all relevant
legislation in relation to the Services and the use of the Client's Equipment, in all cases
before the date on which the relevant Services are to start.

4.2 If the 54East's performance of its obligations under this agreement is prevented or delayed by
any act or omission of the Client, its agents, subcontractors, consultants or employees, the
54East shall not be liable for any costs, charges or losses sustained or incurred by the
Client that arise directly or indirectly from such prevention or delay.
4.3 The Client shall be liable to pay to the 54East, on demand, all reasonable costs, charges or
losses sustained or incurred by the 54East (including any direct, indirect or consequential
losses, loss of profit and loss of reputation, loss or damage to property and those arising
from injury to or death of any person and loss of opportunity to deploy resources
elsewhere) that arise directly or indirectly from the Client's fraud, negligence, failure to
perform or delay in the performance of any of its obligations under this Agreement.
4.4 The Client shall not, without the prior written consent of the 54East, at any time from the date
of this agreement to the expiry of twenty four (24) months after the termination of this
agreement, solicit or entice away from the 54East or employ or attempt to employ any
person who is, or has been, engaged as an employee, consultant or subcontractor of the
54East in the provision of the Services.
4.5 Any consent given by the 54East in accordance with clause 4.4 shall be subject to the Client
paying to the 54East a sum equivalent to 25% of the then current annual remuneration of
the 54East 's employee, consultant or subcontractor, or, if higher, 25% of the annual
remuneration to be paid by the Client to that employee, consultant or subcontractor.
5. Charges and payment:
5.1 In consideration of the provision of the Services by the 54East, the Client shall pay the charges
as set out in the Service Schedule.
5.2 Services are provided for a fixed price, the total price for the Services shall be the amount set
out in Pricing Schedule as amended from time to time by the 54East giving not less than
two (2) months' written notice to the Client.
5.3 Monthly payments shall be paid by the Client on or before 1st of each month in advance.
5.4 Annual payments: The Client shall pay to the 54East, in advance 50% the price and the
remaining balance payment of each services shall be settled by the Client as and when
invoiced by 54 East .(without deduction or withholding or set-off or counterclaim)
5.5 All prices below are in UAE Dirhams unless otherwise indicated.
5.6 All the payments should be paid to 54East Bank Account detailed herein below:

Name:
BANK:
Branch :
A/C NUMBER:
IBAN:
SWIFT CODE:

54 EAST GLOBAL INVESTMENTS GROUP LLC

EMIRATES ISLAMIC BANK
AL RIQA BRANCH

MEBLAEAD

5.7 Payment to be issued by bank transfer or company issued Routing Number 003420115 which
will be due upon receipt of invoice from 54 East. Payment to be issued within a 30 day
period unless the invoice is as an advanced payment invoice as agreed in the terms
aforementioned. Cheque payments are subject to clearance, Bounced cheque charges 5%
of the cheque amount and late charges fees.
5.8 Any prices contained in Pricing Schedule excludes:
a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred
by the individuals whom the 54East engages in connection with the Services, the cost of
any materials and the cost of services reasonably and properly provided by third parties
and required by the 54East for the supply of the Services. Such expenses, materials and
third party services shall be invoiced by the 54East at cost; and
b) VAT, which the 54East shall add to its invoices at the appropriate rate.
5.9 Without prejudice to any other right or remedy that it may have, if the Client fails to pay the
54East on the due date:
a) the Client shall pay late payment fee on the overdue amount at the rate of ten per cent (10%)
per annum above the 54Easts bankers base corporate lending rate from time to time.
Such late payment fee shall accrue on a daily basis from the due date until actual payment
of the overdue amount, whether before or after judgment. The Client shall pay the late
payment fee together with the overdue amount; and
b) the 54East may suspend all Services until payment has been made in full.
5.10
All sums payable to the 54East under this agreement shall become due immediately on its
termination, despite any other provision. This clause is without prejudice to any right to
claim for late payment fee under the law, or any such right under this agreement.
6. Confidentiality and the 54Easts property
6.1 The Client undertakes that it shall not at any time during this agreement, and for a period of
five (5) years after termination of this agreement, disclose to any person technical or
commercial know-how, specifications, inventions, processes or initiatives which are of a
confidential nature and have been disclosed to the Client by the 54East, its employees,
agents, consultants or subcontractors or of any member of the group of companies to
which the 54East belongs and any other confidential information concerning the 54East's
business or its products which the Client may obtain, except as permitted by clause 6.2.
6.2 The Client may disclose the 54 Easts confidential information:
a) to its employees, officers, representatives or advisers who need to know such information for
the purposes of carrying out the party's obligations under this agreement. Each party shall
ensure that its employees, officers, representatives or advisers to whom it discloses the
other party's confidential information comply with this clause 6 ; and
b) as may be required by law, a court of competent jurisdiction or any governmental or
regulatory authority.
6.3 The Client shall not use the 54East 's confidential information for any purpose other than to
perform its obligations under this agreement.

Page 8 of 9

6.4 All materials, equipment and tools, drawings, specifications and data supplied by the 54East to
the Client (including the 54East 's Equipment) shall, at all times, be and remain the
exclusive property of the 54East.
6.5 If the Client is opting for Roundup services stated in Service No.1, the Client must purchase all
the Products (food and non-food Materials, Stocks including marketing materials) required
to operate the Business from 54East. As when required the Client shall place the order,
based on that order 54 east shall send invoice to the Client. The Client shall settle 50% of
the invoiced amount as advance to 54 East. 54 East shall deliver the ordered goods to
Client within 15 days from the date of advance payment. The remaining 50% of the
amount shall be settled at the time of delivery of Products. In the event 54east could not
procure the Products requested by the Client then 54East shall promptly intimate (without
any delay) to the Client to find their own vendors from the market and get 54East approval
before placing the order for the vendor on the quality of the Products.
7. Limitation of liability and Clients indemnity
7.1 The 54East shall not be liable to the Client, whether in contract, tort (including negligence), for
breach of statutory duty, or otherwise, arising under or in connection with this agreement
for:
a) loss of profits;
b) loss of sales or business;
c) loss of agreements or contracts;
d) loss of anticipated savings;
e) loss of or damage to goodwill;
f) loss of use or corruption of software, data or information;
g) any indirect or consequential loss.
7.2 Subject to clause 7.1, the 54Easts total liability to the Client arising under or in connection with
this agreement shall be limited to the equivalent of the total charges paid by the Client to
the 54East during the immediately preceding twelve (12) month period.
7.3 The Client shall indemnify and compensate the 54East and all its officers, managers,
shareholders, directors and all affiliated companies and establishments related or
connected with the 54East and their officers, managers and shareholders (the 54East
Affiliates) 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/compensation basis)
and all other professional costs and expenses) suffered or incurred by the 54East and/or
the 54East Affiliates arising out of or in connection with:
a) the Clients breach or negligent performance or non-performance of this agreement;
b) the enforcement of this agreement;
c) any claim made against the 54East or the 54East Affiliates for actual or alleged infringement of
a third party's intellectual property rights;
d) any claim made against the 54East or the 54East Affiliates by a third party arising out of or in
connection with the provision of the Services, to the extent that such claim arises out of
the breach, negligent performance or failure or delay in performance of this agreement or
any breach of law or regulation or any relevant lease or tenancy agreement by the Client,
its employees, agents or subcontractors;
e) any claim made against the 54East or the 54East Affiliates by a third party for death, personal
injury or damage to property arising out of or in connection with defective goods sold by
the Client.
7.4 The Client acknowledges and agrees that the foregoing indemnity and compensation
provisions shall be for the benefit of the 54East and the 54East Affiliates, and shall be
enforceable by each such 54East Affiliate, in addition to the 54East.
8. Termination
8.1 Without affecting any other right or remedy available to it, either party may terminate this
agreement with immediate effect by giving written notice to the other party if:
a) the other party fails to pay any amount due under this agreement on the due date for payment
and remains in default not less than seven (7) days after being notified in writing to make
such payment;
b) the other party commits a material breach of any other term of this agreement which breach is
irremediable or (if such breach is remediable) fails to remedy that breach within a period of
fourteen (14) days after being notified in writing to do so;
c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its
debts as they fall due or admits inability to pay its debts;
d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in
connection with the winding up of that other party;
e) the other party (being an individual) is the subject of a bankruptcy petition or order;
f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress,
execution, sequestration or other such process is levied or enforced on or sued against,
the whole or any part of the other party's assets and such attachment or process is not
discharged within fourteen (14) days;
g) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a
substantial part of its business; or
9. Consequences of termination:
9.1 On termination or expiry of this agreement:
a) the Client shall immediately pay to the 54East all of their outstanding unpaid invoices and late
payment fees (if any) and, in respect of Services supplied but for which no invoice has
been submitted, the 54East may submit an invoice, which shall be payable immediately on
receipt;
b)
the Client shall immediately return all of the 54East 's Equipment If the Client fails to do so,
then the 54East may enter the Client's premises and take possession of them. Until they have
been returned or repossessed, the Client shall be solely responsible for their safe keeping;

c)

9.2

10. Force majeure

10.1 Force Majeure Event means any circumstance not within the 54Easts reasonable control
including, without limitation:
a)
acts of God, flood, drought, earthquake or other natural disaster;
b)
epidemic or pandemic;
c)
terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed
conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
d)
nuclear, chemical or biological contamination or sonic boom;
e)
any law or any action taken by a government or public authority, including without limitation
imposing an export or import restriction, quota or prohibition, or failing to grant a necessary
license or consent;
f)
collapse of buildings, fire, explosion or accident;
g)
non-performance by 54Easts or subcontractors; and
h)
interruption or failure of telecommunication or utility services.
10.2 If the 54East is prevented, hindered or delayed in or from performing any of its obligations
under this agreement by a Force Majeure Event, the 54East shall not be in breach of this
Agreement or otherwise liable for any such failure or delay in the performance of such
obligations. The time for performance of such obligations shall be extended accordingly.
10.3 If the Force Majeure Event prevails for a continuous period of more than six (6) months, either
party may terminate this Agreement by giving fourteen (14) days' written notice to the other
party. On the expiry of this notice period, this Agreement will terminate. Such termination
shall be without prejudice to the rights of the parties in respect of any breach of this
Agreement occurring prior to such termination.
11. Variation
No variation of this agreement shall be effective unless it is in writing and signed by the
parties (or their authorized representatives).
12. Waiver
No failure or delay by a party to exercise any right or remedy provided under this agreement
or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or
restrict the further exercise of that or any other right or remedy. No single or partial exercise
of such right or remedy shall prevent or restrict the further exercise of that or any other right
or remedy.
13. Entire agreement
This 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.
14. Assignment and other dealings
14.1 This Agreement is personal to the Client and the Client shall not assign, transfer, mortgage,
charge, subcontract, declare a trust over or deal in any other manner with any of its rights
and obligations under this agreement.
14.2 The 54East may at any time assign, transfer, mortgage, charge or deal in any other manner
with any or all of its rights and obligations under this agreement.
15. No partnership or agency
Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or
joint venture between any of the parties, constitute any party the agent of another party, or
authorize any party to make or enter into any commitments for or on behalf of any other
party.
15.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
15.1

16. Third party rights

Except for the 54East Affiliates as provided for in clause 7.4, no one other than a party to this
agreement, their successors and permitted assignees, shall have any right to enforce any of
its terms.
17. Counterparts
This agreement may be executed in any number of counterparts, each of which when
executed and delivered shall constitute a duplicate original, but all the counterparts shall
together constitute the one agreement.
17.2 No counterpart shall be effective until each party has executed and delivered at least one
counterpart.
17.1

Client Approval

Client Name

the following clauses shall continue in force: clause 6 (Confidentiality and the 54East's
property), clause 7 (Limitation of liability), clause 9.1, clause 18 (Governing law and
jurisdiction).
Termination or expiry of this Agreement shall not affect any 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.

18. Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims) shall be governed by and
construed in accordance with the laws of the Emirate of Dubai and all applicable federal
laws of the UAE.
19. Jurisdiction
Each party irrevocably agrees that the courts of the United Arab Emirates (excluding the
courts of the Dubai International Financial Centre (DIFC)) shall have exclusive jurisdiction to
settle any dispute or claim arising out of or in connection with this agreement or its subject
matter
or
formation
(including
non-contractual
disputes
or
claims)

Client Signature

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