AGREEMENT TERMS / CONDITIONS

This independent contractor agreement for designing services ("Agreement") is made and
entered into as of this November 29th, 2022 by and between TECDEAL (TECDEAL GENERAL
TRADING LLC) ("Consulting Company"), and Badr Al Samaa Medical Centre LLC ("Client").
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties
agree as follows:

1. ENGAGEMENT OF SERVICES

The “Client” at this moment engages the “Consulting Company”, and the “Consulting Company”
accepts such engagement, subject to the terms and conditions contained herein, to perform
services as per the client requirements defined under this document.

2. PROJECT OVERVIEW

This section provides an overview of the project, including the scope of work, functional
requirements, and services requested by the client. Prospect envisions designing and
developing a WordPress website with up to 40 pages that will allow visitors to view and browse
through the available information about the company, including the services offered to them.

3. SCOPE OF WORK

➔ The Web Design Package includes a high-quality WordPress site built on unique and
customized WordPress themes designed specifically for your company. Fast, high-
quality premium web development service with ongoing support designed from the
ground up for SEO.
➔ Fast WordPress development based on custom WordPress themes created specifically
for local industry niches
➔ Appointment Booking facility
➔ Social media integration
➔ One week turn-around time from the start of the campaign to initial client assessment
and approval
➔ Booking engine, WhatsApp, and Facebook chat integration, Live chat integration on
demand.
➔ Two weeks turn-around time from the start of the website to deployment.
➔ Any additional feature tacks on additional time
➔ Up to 40 pages migrated
➔ Up to 40 premium stock photos or a custom build creatives used specifically for the site
➔ Custom design, created specifically for your business based on your brand
➔ SEO-optimized websites with features integrated such as blogs, social media icons,
HTML and XML site maps, etc.
➔ Responsive web design ensures the website is displayed correctly across all screens
➔ Social media icons, favicons, widgets, contact forms, etc.

CLIENT REQUIREMENTS
 ➔ A hosting service (if needed we will Provide)
➔ A domain service (we can make recommendations if needed
➔ Logo (size)
➔ Content for the Website
➔ We will use Loren Ipsum unless there is specific content provided
➔ We can create content for the website if needed
➔ Additional Images
➔ A selected Mockup

4. Notes / Assumptions:
4.1. Client need to provide all the required content and image for the 15 pages of the
theme-based WordPress website. The “Consulting Company shall integrate the
content”.
4.2. “Client” shall pay or provide the “Consulting Company” with any additional plugin
for integration.
4.3. All forms of communication and meeting appointments will be through Emailing.
A contact person should be allotted by the ‘Client’ to communicate with
‘consulting company.
First Party Contact Person Name:
Contact Number:
Email Id:
4.4. Website Global connection depends upon the country's IT rules & regulations
and the Service provider's rules and regulations.

5. COMMERCIALS

Development Fee. In consideration of the services to be performed by the “Consulting

Company” under this agreement, the “Client” shall pay a fixed cost of AED 4500** for the
complete design and development of the website as per the “Scope of Work” defined above.
The website design shall be completed in 3 working weeks of time frame. The payment
schedule will be as follows, and payment shall be accepted via Wire Transfer to Dubai bank.
**VAT @5% Extra

Milestone Amount

First Installment Upfront to get the team assigned and get started AED 2250

After completion, but before the website is published. AED 2250

AED 4500

6. MAINTENANCE AND SUPPORT

“Consulting Company” shall provide with 30Days of free technical support post the website is
launched on the “Client” CPanel account.
 7. CHARGES POST GOING LIVE

“Client” shall not be responsible for any fees, disbursements, or other expenses in addition to
the compensation set forth above unless specifically agreed in writing between the parties. In
case “Client” wants additional services to post-launch (with a new module to be developed
which are not part of the scope and maintenance and support is not taken), the “Consulting
Company” shall accept such changes or alterations at a price of AED 120/hour. Any third-party
service (if needed) will be provided by “Client” on their own expense.

8. SOFTWARE OWNERSHIP

Client will exclusively own (or the “Consulting Company” shall procure that the “Client” is
unconditionally transferred) all copyright in relation to the Project. To the extent permitted by
law, the “Consulting Company” waives all moral rights and (as a separate acknowledgment)
consents to all or any infringements of its moral rights in relation to any copyright in connection
with the Project under the laws of any country.

9. WARRANTY AND SUPPORT

The “Consulting Company” represents and warrants that it shall be the sole and exclusive
author of all Deliverable including bug fixing and that no other party shall have any rights or
claims thereto.

10. CONFIDENTIALITY INFORMATION

10.1. The “Consulting Company” will not, during or subsequent to the term of this
Agreement, use “Client’s” Confidential Information for any purpose whatsoever other
than the performance of the Services to any third party, without the advanced written
authorization of the “Client”. The “Consulting Company” further agrees to take all
reasonable precautions to prevent any unauthorized disclosure of such Confidential
Information including, but not limited to, limiting access to such information to
individuals within its organization that have a bonafide need to know such information.
10.2. Non-Competition and Other Restrictions. The “Consulting Company” shall not use,
directly or indirectly, any Confidential Information in connection with or for the purpose
of competing with the “Client” in the Client’s line of business or intended lines of
business. We shall transfer full Intellectual Property rights along with all source code
files, over to you as part of our final project delivery.

11. TERMS & TERMINATIONS

11.1. This Agreement may be terminated by the customer, with or without cause, by
giving ten (10) days written notice of such termination to the Consultant.
11.2. Without limiting clause 10.1 or the “Client's” rights to damages or other rights at
law, the “Client” may terminate this Agreement immediately upon written notice to
the “Consulting Company” in the event that the “Consulting Company”
substantially breaches or defaults under any of “Consulting Company's”
obligations contained in this Agreement or if the “Consulting Company” is unable
 to or refuses to perform Services hereunder.

12. COST & DAMAGES

The “Consulting Company” and the “Client” agree that should any violation of the terms of this
Agreement be found to exist on the part of the “Client”, whether by a court of competent
jurisdiction or by arbitration, the “Consulting Company” will be entitled to an amount that the
court or arbitrator would award based on the extent of the damages to the “Consulting
Company” caused by the “Client”, including actual damage but not including consequential and
indirect damages. In addition, the parties agree to reimburse the prevailing party.

13. JURISDICTION & VENUE

The parties hereto agree that the exclusive jurisdiction and venue for any claim arising under
this Agreement must be brought exclusively to the appropriate state court of competent
jurisdiction and venue, for a claim arising in the state of Dubai, UAE hereby expressly consents
to the jurisdiction of that court.

14. MISCELLANEOUS PROVISIONS

14.1. Notices. Any notification or written communication required by or contemplated
under the terms of this Agreement shall be in writing and shall deemed to be
delivered if transmitted via Email, including any notice of termination of this
Agreement. Return Receipt shall be requested and deemed to have been
delivered five (5) business days (being any day which is not a Weekend or a
public holiday either in DUBAI or INDIA) after the date of mailing.
14.2. This Agreement contains the entire agreement and understanding of the parties
with respect to thesubject matter hereof and supersedes and replaces all prior
discussions, agreements, proposals,understandings, whether orally or in writing,
between the parties related to the subject matter of this Agreement. This
Agreement may be changed, modified or amended only in a written agreement
that is duly executed by authorized representatives of the parties.

15. OFFERS OF EMPLOYMENT

15.1. The “Consulting Company” shall not and shall ensure that its employees or
subcontractors shall not make any approach to any member of staff of “Client”,
nor will the “Consulting Company” offer employment to any of “Client” employees
or contractors either during this Agreement or for a period of six months from the
termination or expiry of the Agreement.
15.2. The “Client” shall make no approach or offer relating to employment to any
employees or subcontractors of the “Consulting Company” during this
agreement. “Client” shall not accept the services of any such employee or
subcontractor for a period of six months immediately following the termination or
expiry of this Agreement except (a) on further assignment from the “Consulting
Company” or (b) as a permanent recruit in which event a fee of 15% (fifteen
 percent) of his or her initial base salary will be payable by “Client” to the
“Consulting Company” at the discretion of the “Consulting Company”.

IN WITNESS WHEREOF, the parties hereto have duly entered and executed this Agreement as
of the day and year first above written and represent and warrant that the party executing this
Agreement on their behalf is duly authorized.

TECDEAL GENERAL TRADING LLC

Signature:_____________________________Signature:_____________________________

____________________________________ ____________________________________
Representative Name Representative Name

Date: ____/________/______ Date: ____/________/______