AGREEMENT

This Agreement is made on the…………..day of ………….., 2000

Between

National Central Cooling Company (PJSC) Tabreed,

hereinafter called "the Owner"

And
……………………………………………………………………………
……………………………………………………………………………
hereinafter called "the Consultant"

Whereas, the Owner desires certain services to be performed by the Consultant; namely,

…………………………………………………………………………………………………….
…………………………………………………………………………………………………….
…………………………………………………………………………………………………….

and has accepted a proposal by the Consultant for the performance of such services;

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS

One. Documents

The following documents shall be deemed to form, be read, and construed as part of this
Agreement, namely:

a. the Letter of Acceptance

b. the Appendices; namely,
Appendix A- Scope of Services
Appendix B- Remuneration and Payment

Two. Obligations of the Consultant

2.1 The Consultant shall perform services relating to ---------------------------------------------

(the project). The Scope of Services is stated in Appendix A.

2.2 Additional Services are those which the Owner requests or agrees to in writing and which
are not included in the Scope of Services.

2.3 The Consultant shall exercise skill, care and diligence in the performance of his
obligations under this Agreement.

2.4 The Consultant shall act in accordance with the terms of this Agreement.

Three. Obligations of the Owner

3.1 The Owner shall give the Consultant all information available to him, which may pertain
to the Services.
 3.2 On all matters properly referred to him by the Consultant, the Owner shall give his
decision in writing within a reasonable time in order not to delay the Services.

Four. Representatives

For the administration of the Agreement, each party shall designate an individual to be his
representative.

Five. Changes in Personnel

If it is necessary to replace any person, the party responsible for the appointment shall
immediately arrange for replacement by a person of comparable competence. The request for
replacement shall be in writing and stating the reasons for such request.

Six. Liability of the Consultant

The Consultant shall be liable to pay compensation to the Owner arising out of or in connection
with the Agreement if a breach is established. The Consultant shall indemnify, defend and hold the
owner harmless from and against all claims, liabilities, suits, losses, expenses, inclusive of legal
fees and attorney's fees, arising from any neglect act or omission of the Consultant in the
performance of the Services pursuant to this Agreement.

Seven. Compensation

If the Consultant is considered liable, compensation shall be limited to the amount of reasonably
foreseeable loss or damage suffered as a result of such breach.

Eight. Insurance for Liability and Indemnity

8.1 The Owner can request in writing that the Consultant insures against his liability under
Article 6.

8.2 The Consultant shall not be considered liable for any loss or damage unless a claim is
formally made in writing, within two years of the date of the occurrence of the incident.

Nine. Commencement, Completion, Alteration and Termination of the Agreement

9.1 This Agreement will take effect on the date of its signature. The Consultant will
commence providing Services accepted by the Owner in his Letter of Acceptance
immediately thereafter.

9.2 The Services will be completed at the times, or within the periods, stated hereunder.

9.3 The Completion Period for the services shall be ……….days, starting from the date of
signature of this Agreement.

9.4 The Services shall be deemed accepted by the Owner unless, within fifteen (15) days
after receipt of Consultant's written notification of final completion, the Owner has given
the Consultant written notice specifying in detail wherein the Service is deficient,
whereupon the Consultant will promptly proceed to make necessary corrections and,
upon completion, the Services shall be either accepted or rejected by the Owner.

9.5 The Owner may suspend all or part of the Services or terminate the Agreement by notice
of at least fourteen (14) days to the Consultant, who shall immediately make
arrangements to stop the services and minimise expenditure.
 9.6 Termination of the Agreement shall not prejudice or affect the accrued rights, claims and
liabilities of the parties.

Ten. Payment

10.1 The Owner shall pay the Consultant for the Services in accordance with the details stated
in Appendix B and shall pay for Additional Services as agreed at the time in writing
between the parties.

10.2 The Owner shall pay amounts due to the Consultant promptly as per Appendix B, in the
currency agreed upon.

10.3 If at any time an invoice or an item in an invoice is contested by the Owner, the Owner
shall give prompt notice with reason to the Consultant and shall not delay payment of
items that are not contested.

10.4 In the event of a dispute as to the amount payable to the Consultant under Appendix B of
this Agreement, the certificate of a chartered accountant appointed for the purpose by the
parties as to the amount payable thereof shall, save in the case of manifest error, be final
and binding on the parties.

Eleven. Confidentiality

Both parties to this Agreement agree that they shall maintain the following matters in the utmost
secrecy and confidence:

a. The terms of this Agreement.

b. All oral communications, representations and information of any nature made by the
parties and/or their representatives pursuant to the conclusion of this Agreement.

c. All documents, data, reports, records, or information of any nature in any media
 d. supplied or conveyed prior to or after the conclusion of this Agreement and/or pursuant to
this Agreement.

Twelve. General Provisions

12.1 The Consultant shall not, without written consent of the Owner, assign its obligations
under this Agreement.

12.2 Notices under the Agreement shall be in writing and will take effect from receipt at the
addresses of the parties first written above. Delivery can be by hand, by facsimile
message against written receipt, or by registered letter.

12.3 The Consultant grants to the Owner a free license to use all documents created by the
Consultant in respect of this Agreement. The Owner does not need to obtain the
Consultant's permission to copy the documents for use on the related woks.

Thirteen. Settlement of Disputes

13.1 Any claim for loss or damage arising out of breach or termination of the Agreement shall
be agreed between the Owner and the Consultant, or failing agreement, shall be referred
to arbitration.

13.2 In the event any dispute, controversy, or claim arising from the Agreement, the same
shall be referred to arbitration with three arbitrators, each party choosing one arbitrator
and those two arbitrators choosing a third arbitrator. All arbitration proceedings are to
take place in Abu Dhabi, United Arab Emirates, in the English language. The decision of
such arbitration shall be notified to the parties within two months of the referral to
arbitration having been made. The decision of the arbitrators shall be final and binding
upon the parties hereto and enforceable against them.

13.3 The Agreement shall be construed and governed in accordance with the laws in force in
the Emirate of Abu Dhabi.

IN WITNESS WHEREOF, this Agreement has been executed on behalf of the parties hereto the day and
year first written above.

Signatures:

For the Owner ………………………………..

For the Consultant ………………………………..

 APPENDIX A

SCOPE OF SERVICES

The Scope of the Consultant's Services as finally negotiated and agreed in the Letter of Acceptance should
be clearly expressed in Appendix A

APPENDIX B

REMUNERATION AND PAYMENT

This Appendix should at least cover

- The Terms of Payment

- Method of Payment
- Contingencies