ELECTRONIC SALARY DISBURSEMENT (PAYROLL)

AGREEMENT

BETWEEN

QATAR NATIONAL BANK (QNB)

AND

OOREDOO

AND

[………………………………………]

Confidential Page 1 of 9 05/10/2020 9:10 AM

This Electronic Salary Disbursement Agreement (the “Agreement”) is entered
into on ….../…... / 202……., by and between:

(1) Qatar national bank Q.S.C. incorporated in the State of Qatar with a registered
office at P.O.Box: 1000 Doha, State of Qatar (“Bank”); and

(2) Ooredoo Q.S.C. incorporated in the State of Qatar with a registered office at PO
Box 217, Doha, State of Qatar (“Ooredoo”); and

(3)
………………………………………….. incorporated in the State of Qatar with a
registered office at ……………………………..………, State of Qatar (“Company”)

The Bank, Ooredoo and the Company are collectively referred to as "the Parties" and
individually as "the Party".

WHEREAS, the Company wishes to provide a payroll solution to its employees to

enable them to use a Mobile Wallet Account to which is credited all or a portion of their
salary by their Company;

WHEREAS, subject to the terms and conditions of this Agreement, Ooredoo is willing
to provide such a Mobile Wallet Account as defined herein to facilitate electronic salary
disbursements and assist employees with other mobile based financial services
through Ooredoo and the Bank, if so requested by the employee.

Purpose of the Agreement

The Parties have entered into this Agreement to set out the terms and conditions that
apply between Bank, Ooredoo and the Company in respect of the Ooredoo Mobile
Money Service (the “OMM”).

NOW, THEREFORE, in consideration of the promises and mutual agreements herein,

the Parties agree as follows:

1. Definitions

1.1. This Agreement should be read in conjunction with the Package (as defined
in clause 6 below) which describes the specific features, terms, conditions
and fees applicable to the OMM. Together, these documents form part of this
Agreement.

1.2. “Mobile Wallet Account” or “OMM Accounts” mean the individual records
created by Ooredoo and recorded on the OMM platform that contain all
information provided by the Company or employees of the Company.

1.3. “Mobile Wallet Account Number” means a valid OMM service number
designated to each employee of the Company as per Ooredoo database.

1.4. “OMM Payroll Account” means the OMM Account designated to the
Company and used for the purpose of the disbursement of employees’
salaries.

Confidential Page 2 of 9 05/10/2020 9:10 AM

 1.5. “OMM Payroll” means the service offered to the Company by Ooredoo in
collaboration with the Bank, towards facilitating employees’ electronic salary
disbursements. This service shall provide the Company’s employees with
other value added services including, but not limited to, cash withdrawal,
international transfers, local transfers, airtime top-up, and bill payment
pursuant to the employee’s request.

1.6. “Salary Payments Electronic File” means a detailed employee records that
includes employee name, Mobile Wallet Account Number, employee Qatari
ID (QID) number, total salary amount in QAR, and any other information that
deems necessary to Ooredoo or the Bank.

1.7. “mPIN” means the 4-digit personal identification number created by the Mobile
Wallet Account holder and used for secured access to Mobile Wallet
Account’s balances and services via the mobile device.

1.8. “ATM” means Automated Teller Machine.

1.9. “Virtual bank Account Number” means the bank account number assigned
by the Bank for every Mobile Wallet Account to integrate the Mobile Wallet
Account into the banking financial system.

2. Responsibilities

2.1. The Company shall be responsible to:

2.1.1. Provide Ooredoo with its employees’ database to run the payroll process.

2.1.1.1. Provide Ooredoo with verified or true copy of the employee identification,
authorization, or service request documents whenever requested. The
Company will make sure that the employee signs OMM Payroll Account
application form.

2.1.2. Inform Ooredoo of employees whose employment has been terminated by

the Company within fourteen (14) days from the termination of employment
notification date.

2.1.3. Remit payroll funds to Company’s OMM Payroll Account pursuant to Clause
6 of this Agreement.

2.1.4. Undertake that all its employees applied for Mobile Wallet Accounts and/or
cards have a legitimate residence in the State of Qatar and employed with
the Company. The Company hereby also undertakes to provide original
document in regards to the card holders residency e.g. Qatar ID Card, salary
contract, etc. that may be required by Ooredoo or the Bank, at any time.

2.1.5. Include the worker’s salary information in the Salary Information File (SIF)
sent to the Bank or send as a separate file to the Bank.

2.1.6 Strictly comply with Qatari Law No. 13 of 2016 of concerning personal data
protection (including, from the date of its effectiveness, the Executive
Regulation published thereunder) (the “Data Protection Law’),
2.2. Ooredoo shall be responsible to:

Confidential Page 3 of 9 05/10/2020 9:10 AM

2.2.1. Manage the payroll disbursement process for all Mobile Wallet Account Holders
nominated by the Company.

2.2.2. Generate Virtual Bank Account Number from the Bank for the Mobile Wallet
Accounts as per Bank’s guideline and notify the Company accordingly.
2.2.3. Enter into arrangement with the employees to provide Mobile Wallet Accounts
and services for the payment of their Salaries.

2.2.4. Take all necessary actions in regards to AML and compliance as directed by the
Qatar Central Bank (QCB) before it authorizes the Mobile Wallet Account.

2.2.4.1. Provide the first 5 withdrawals per month free of charge to each of the
Company’s employees holding a Mobile Wallet Account. Any additional
withdrawals would be subject to a nominal fee.

2.2.5. Facilitate value added services like International Transfer, Local Transfers,
Mobile Top-ups and Bill Payments etc. to Mobile Account Holders

2.2.6. Follow the Bank’s formal procedures for account opening formalities including
verification of the Mobile Wallet Account Holders’ personal identification
documents as may be prescribed by the Laws of the State of Qatar where the
accounts are requested to be opened for those interested employees of the
Company.

2.2.7. Issue payroll cards for the Company’s employees based on the Company
request and Ooredoo shall notify the account details to each for payroll
processing.

2.2.8. Follow the directives issued by the Bank from time to time for compliance.
2.2.8. Strictly comply with Qatari Law no 13 of 2016 of concerning personal data
protection (including, from the date of its effectiveness, the Executive Regulation
published thereunder ) (the “Data Protection Law’),

2.3. The Bank shall be responsible to:

2.3.1. Manage the payroll disbursement process for the Company by receiving the
Salary Information File (SIF) for processing.

2.3.2. Notify Ooredoo with necessary details whenever any electronic data file as
received from the Company for salary disbursement.

2.3.3. Provide to Ooredoo, details of the salary credits to be made to the Mobile Wallet
Accounts of each employee by uploading a compliant electronic data file on
regular basis.

2.3.4. Ensure that all revenues due OMM for provision of this service is accounted.

2.3.5. Submit necessary Regulatory reporting for Wage Protection System (WPS) on
the payment of salaries.

2.3.6. Issue payment card for each Mobile Wallet Account holder.

2.3.7. Provide access for cash withdrawal using a payment card via a designated ATM
network.

Confidential Page 4 of 9 05/10/2020 9:10 AM

2.3.8 Strictly comply with Qatari Law No. 13 of 2016 of concerning personal data
protection (including, from the date of its effectiveness, the Executive
Regulation published thereunder) (the “Data Protection Law’),

3. Fees & Cost

3.1. Company shall bear the cost of the following:

3.1.1. Such fees as Ooredoo or the Bank may, from time to time and in its sole
discretion, impose upon electronic salary disbursements upon prior written
notice to the Company (and the Bank or Ooredoo, as applicable), such fees
and notice shall be in accordance with applicable regulations and directives of
the Qatar Central Bank.

3.1.2. Any VAT or other indirect taxes or fees that might be added by the Government
of Qatar.

3.2. In addition, Mobile Wallet Account Holders (Company’s employees), shall bear all
applicable charges, including the service charges for payment card
transactions and any value added services provided by Ooredoo mobile money
including International Transfers as per their agreement with Ooredoo on the
mobile money service

4. Ooredoo Mobile Money Service

4.1. The Ooredoo Mobile Money service (OMM) is a Mobile Wallet Account which may
be used for services provided as part of OMM including but not limited to cash
deposit, cash withdrawal, international remittance, payments, airtime top-Up,
subject to there being sufficient funds in the individual OMM account to pay for
the goods and services.

5. Identification required for registering for OMM

5.1. OMM is a financial services product duly approved by Qatar Central Bank (QCB)
and licensed to and powered by the Bank. The Bank is required by law to hold
certain information about the Company and the employees. The Bank shall use
such information to administer their account, and to identify the Company,
employees and their OMM accounts in the event that their SIM card is lost or
stolen. The Bank and Ooredoo shall retain all information only as long as is
necessary and for the purposes described in this clause and in strict
compliance with the Data Protection Law and the applicable rules and
regulations of QCB and shall not violate any provisions thereof.

6. OMM Payroll Account Opening

6.1. The Company will provide complete details of the employee(s) (in a format
provided by Ooredoo) that it wishes to have an OMM Payroll Account and is
required to be able to uniquely identify the customer as a part of regulatory
requirement termed as Know your Customer (KYC).

Confidential Page 5 of 9 05/10/2020 9:10 AM

6.2. The Company shall have full responsibility for explaining to its employees the
OMM Payroll terms and conditions and receive authorization from the
employees to disburse their salaries electronically through OMM Payroll
service;

6.3. The Company shall appoint an authorized representative (the “AR”), and provide
his complete details in a format provided by Ooredoo and finish documentation
with the signatures and the passport, ID documents as required to open the
individual OMM Payroll Account. The Company’s AR will be Ooredoo’s point
of contact for Payroll.

6.4. The Company undertakes to advise Ooredoo when the employee has ceased
employment or submits their resignation.

7. Transferring Salary Payments

7.1. The Company’s AR will provide the Bank by secure electronic means the Salary
Payments Electronic File, at least 3 working days before salary payments need
to be transferred to the individual Mobile Wallet Accounts of the employees.
This will be followed by an original debit authorisation letter on the Company’s
letterhead, duly signed by the authorised signatories, advising the Bank of the
total amount in the Salary Payments file sent electronically.

7.2. The Company shall ensure that sufficient cleared funds are available in the
designated Company’s Bank Account with the Bank to credit the total amount
of the salary payments file at least 24 hours before the credits are due to be
made.

7.3. In case of insufficient funds in the Company’s Account at the time of crediting
salary payments, the Bank will not process the salaries.

7.4. Any additional fees that may be applicable, as described in Clause 3.1.2, shall be
deducted from the Company’s Account.

8. Term and Termination

8.1. The term of this Agreement shall be 3 years from the date this Agreement is signed
by all Parties (“Initial Term”) and it will be automatically renewed on the same
terms for successive periods of three years (“Renewal Terms”), unless one
Party notifies the other Parties in writing (90) days before the end of the Initial
Term or any Renewal Term that it does not wish to extend the Agreement on
the current terms. Any Party may terminate this Agreement at any time prior to
expiry if any other Party materially breaches the Agreement and the breach is
not capable of remedy or, if the breach is capable of remedy, fails to remedy
such breach within 90 days of receiving notice to do so or upon such other
Party becoming unable to pay any of its debts as they fall due, commencing
negotiations with its creditors with a view to an adjustment of its debts or any
step being taken or proceedings commenced for its bankruptcy, winding-up,
liquidation, receivership, administration or protection or relief from creditors or
any distress or execution of its property. Any Party may terminate this
Agreement for its convenience at any time upon thirty (30) days’ notice to the
other Parties.

Confidential Page 6 of 9 05/10/2020 9:10 AM

9. Confidentiality

9.1. Each Party shall keep confidential all information and documentation , including
(without limitation) information concerning the business or trade secrets,
processes, know-how or methods used by the other Party in carrying on
business ("Confidential information"), obtained from the other Party's pursuant
to or in connection with this Agreement. In order to protect the other Party's
rights and interests hereunder, a Party may only disclose Confidential
Information regarding the other party to those of its and its associated
companies' personnel who require such Confidential Information for the
purpose of this Agreement. Each party shall take the same care to avoid
disclosing Confidential Information of the other Party to any third party as the
receiving party takes with similar information of its own which it does not wish
so to disclose.

9.2. Each Party agrees that it shall not use any Confidential Information regarding the
other Party for any purpose other than the performance of its respective
obligations or enforcing its rights under this Agreement or as otherwise
permitted hereunder, nor copy or disclose any such Confidential information to
any third party without the written consent of the other party's authorized
representative. However, Parties shall be permitted to disclose this Agreement
to their or their Associated Companies professional advisers, agents or
representatives (including those who are assisting it in connection with this
Agreement) subject to appropriate confidentiality obligations.

9.3. The Confidentiality obligations under this Agreement does not apply to information
to the extent required to be disclosed by law, any court, any governmental,
regulatory or supervisory authority or any other authority of competent
jurisdiction to whose rules the relevant Party is subject, provided that the
disclosing Party shall, to the extent not precluded by applicable laws or
regulations, notify the other party of the information to be disclosed (and of the
circumstances in which the disclosure is alleged to be required) as early as
reasonably possible before such disclosure must be made and shall take all
reasonable action to avoid and limit such disclosure.

10. Indemnity

10.1. Each party (as “Indemnifying Party”) shall defend, indemnify and hold harmless
the other (as “Indemnified Party”) from and against any liability, loss, cost,
damage, taxes, duties, penalties, lien, fee or expense (including reasonable
attorney’s fees) (including any liability for the acts and omissions of its
employees, agents and subcontractors) associated with any claim, suit, action,
or demand of any nature asserted by a third party resulting from or relating to:
(a) the infringement of any copyright, trademark, patent, or other intellectual
property right by any deliverables or services provided by the Indemnifying
Party; (b) the violation of any applicable law or regulation by the Indemnifying
Party; (c) any unlawful act or fraudulent conduct of the Indemnifying Party; or
(d) any damage to any person, property, or financial interests or loss caused
by Indemnifying Party’s breach of, or any act or omission by Indemnifying Party
in the performance of its obligations under this Agreement.

10.2. In no event shall either Party be liable to the other for indirect or consequential
losses or damages.

Confidential Page 7 of 9 05/10/2020 9:10 AM

11. Force Majeure

11.1. Neither party shall have liability to the other party for delay or failure to perform
any part of this Agreement on account of an act of God or the public enemy,
fire, explosion, flood, earthquake, riot, war, sabotage, accident, embargo or any
circumstances of like or different character beyond the parties reasonable
control or by interruption or delay in transportation, inadequacy or shortage or
failure of supply of materials, utilities, computer software, or equipment
breakdown, labor trouble, or compliance with any order, direction, action or
request of any governmental officer, department or agency. If a Force Majeure
event continues for more than 30 days, a Party may terminate this Agreement
by giving 7 days' written notice.

12. Governing Law and Jurisdiction

12.1. This Agreement shall be governed by and construed in all respect in accordance
with the laws of Qatar and the Parties hereby submit to the exclusive jurisdiction
of the Courts in Qatar.

13. Miscellaneous

13.1. The Parties shall have no obligations or duties other than those expressly set
forth in this Agreement and no implied duties or obligations shall be read into
this Agreement against either Party.

13.2. This Agreement shall be binding upon and inure to the benefit of each Party and
its permitted successors and assigns. No other persons shall have any rights
under this Agreement.

13.3. No Party shall, without the written consent of the other Parties assign and/or
delegate any of the obligations and/or benefits herein.

13.4. A person not party to this Agreement (other than a permitted assignee to whom
rights have been assigned in accordance with the provisions of this Agreement)
shall have no right under any legislation for the enforcement of contractual terms
by a third party (whether in force now or to be enacted in the future and as the
same may be modified, adapted or supplemented from time to time) to enforce
any term of this Agreement.

13.5. It is understood and agreed that this Agreement shall neither constitute nor
create any agency, partnership or other similar arrangement between the
Parties and no Party shall have authority to make any commitment,
representation or warranty whatsoever for and on behalf of the other Party or
Parties.

13.6. This Agreement may be amended by mutual agreement in writing by the Parties.
This Agreement may be changed or amended at any time for legal, regulatory
or security reasons or to enable the proper delivery of or to improve the delivery
of the card scheme. Therefore the Company shall be responsible to expose all
changes to this Agreement or to the terms and conditions for use of the card to
its employees.

Confidential Page 8 of 9 05/10/2020 9:10 AM

13.7. In the event that any term, condition or provision of this Agreement is hold to be
in a violation of any applicable law, statute or regulation, the same shall be
deemed to be deleted from this Agreement and shall be of no force and effect
and this Agreement shall remain in full force and effect as if such term,
condition or provision had not originally been contained in this Agreement.
Notwithstanding the foregoing in the event of such deletion the Parties shall
negotiate in good faith in order to agree the terms of a mutually acceptable and
satisfactory alternative provision in place of the provision so deleted.

13.8. A waiver (whether express or implied) by a Party of any of the provisions of this
Agreement or of any breach of or default by the other Party in performing any
of those provisions shall not constitute a continuing waiver and that waiver shall
not prevent the waiving Party from subsequently enforcing any of the
provisions of this Agreement not waived or from acting on any subsequent
breach of or default by the other Party under any of the provisions of this
Agreement.

13.9. This Agreement supersedes all previous oral and written agreements, if any,
between the Parties regarding the subject matter hereof.

13.10. The headings in this Agreement are inserted only as a matter of convenience,
and in no way define, limit, or extend or interpret the scope of this Agreement
or of any particular provision hereof

This Agreement is executed in three copies, one copy for each Party to act accordingly.

EXECUTED BY:

……………………………………………
Qatar National Bank Q.S.C..

EXECUTED BY:

……………………………………………
Ooredoo Q.S.C

EXECUTED BY:

…………………………………………… [EMPLOYER]

Confidential Page 9 of 9 05/10/2020 9:10 AM