CONTRACT FOR THE PROVISION OF AN

OUTSOURCED CONTACT CENTRE

MADE BETWEEN

Exxon Corporate Service Provider LLC

Incorporated under law Government of UAE

AND

(Name of the Company)

Incorporated under the Government of
_____________

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1. Preamble............................................................................................................
2. Recitals ............................................................................................................
3. Signatures ........................................................................................................
4. Definitions and Interpretations ............................................................................
5. Term of Contract ...............................................................................................
6. SERVICE PROVIDER’s Obligations.........................................................................
7. EXXON CORPORATE SERVICE PROVIDER LLC Obligations ........................................
8. Payment for Services ..........................................................................................
9. Mutual Representations and Warranties ................................................................
10. Services Transfer Assistance.................................................................................
11. Independent Contractor.......................................................................................
12. Privacy and Data Protection.................................................................................
13. Confidentiality ...................................................................................................
14. Severability .......................................................................................................
15. Assignment and Novation....................................................................................
16. Waiver..............................................................................................................
17. Variation ..........................................................................................................
18. Tax ………………………………………………………………………………...…
19. Notices .............................................................................................................
20. General Indemnity and Liability ...................................................................... ….
21. Specific Performance ..........................................................................................
22. Intellectual Property Rights .................................................................................
23. Advertising & Publicity .......................................................................................
24. Force Majeure ...................................................................................................
25. Termination Rights ............................................................................................
26. Consequences of Termination ..............................................................................
27. Dispute Resolution.............................................................................................
28. Successors and Assigns .......................................................................................
29. Governing Law and Jurisdiction............................................................................

Schedule A- Contract Details .......................................................................................

Schedule B- Description of Services .............................................................................
Schedule C – Charges for Services ................................................................................
Schedule D- Service Level/KPI Agreement ....................................................................

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1. Preamble

This Contract is made on (Contract Date) between CLIENT - Exxon Corporate Service Provider LLC a
company incorporated under the laws of Dubai whose principal place of business is at Damac Business
Tower, Marasi Drive Street, Business Bay, Dubai (hereinafter referred to as “Exxon Corporate Service
Provider LLC”) on the one part and (Service Provider Company Name) having its registered office at
(Service Provider Company Address) (hereinafter referred to as “SERVICE PROVIDER”).

2. Recitals

WHEREAS

A. Exxon Corporate Service Provider LLC is engaged as a Client for the Contact Center Domains; and

B. SERVICE PROVIDER is engaged in the business of providing, amongst other services, outsourced customer
contact center services; and

C. After discussing and considering each company’s business, both parties now desire to enter into a
relationship whereby the SERVICE PROVIDER will provide certain contact centers services for the Exxon
Corporate Service Provider LLC business.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants, and agreements
of the parties hereinafter set forth, the parties hereto, intending to be legally bound IT IS HEREBY AGREED AS
FOLLOWS:

D. SERVICE PROVIDER is appointed to provide Services to Exxon Corporate Service Provider LLC in
accordance with the terms and conditions contained within this Contract and the Schedules attached
hereto, which shall form an integral part of this Contract.

E. This Contract is entered into by the Parties on the date first written above by the hand of these parties.

3. Signatures

For and on behalf of For and on behalf of the SERVICE PROVIDER

EXXON CORPORATE SERVICE
PROVIDER LLC

Company Stamp: Company Stamp:

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4. Definitions and Interpretations

Save as expressly provided otherwise herein or agreed in writing by the Parties, these Terms and
Conditions together with the signature page and Schedules attached hereto (collectively, “this
Contract”), constitute the entire agreement and understanding between the Parties relating to the
subject matter hereof and supersede all previous agreements between the Parties relating to that
subject matter. Each Party acknowledges that, in agreeing to enter into this Contract, it has not relied on
any representation, warranty or other assurance except those as referred to or set out in this Contract.
In this Contract, unless the context otherwise requires:

“Calendar Month” or “Month” Shall mean a period of 30 Days if the period commences
in April, June, September or November, 28 Days (but in
a leap year 29 Days) if the period commences in
February and 31 Days if the period commences in
January, March, May, July, August, October or
December;
“Charges” Means the charges payable for the Services as set out
in Schedule C- Charges for Services;
Means a client of Exxon Corporate Service Provider
“Customer” LLC and shall include the Government of the UAE and
any individual, company, partnership, limited liability
partnership, firm, society, trust or entity obtaining
services through Exxon Corporate Service Provider
LLC;
“Day” Shall mean a period of twenty (24) hours ending at 12
midnight;
“Effective Date” Means the date that this Contract is deemed to come
into force which shall be the earlier of the following two
Dates; the Service Commencement Date or the Date in
Clause 1.1;
“Electronic Funds Transfer” Means the transfer of funds by electronic means from
One bank account to another;
“Extension Term” Means a further term for which this Contract may be
extended at the option of Exxon Corporate Service
Provider LLC commencing on the expiry date of the
Initial Term as set out in Schedule A- Contract
Details;
“Force Majeure” Means a circumstance beyond the reasonable control of
a Party which is not provoked or created by a Party and
which renders the performance of an undertaking or an
obligation under this Contract impossible or so
impracticable as reasonably to be considered
impossible and shall include without limitation:
Acts of war, acts of public enemies, terrorism, riots,
civilcommotions, strikes (other than those involving
SERVICE PROVIDER’s employees, agents or
subcontractors), malicious damage, sabotage,
revolution, pandemic, epidemic, political coups, or
third party (excluding SERVICE PROVIDER agents or
subcontractors, other than when such delay, stoppage
or non-performance is due to Force Majeure) delay,
stoppage or non-performance, disturbances in the
supply of electrical power or breakdown in public
Telecommunications equipment or lines;

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 “Intellectual Property Rights” Includes copyright, trademark, design, know-how,
trade secrets, patent, service mark, trade, business or
company names, or other proprietary rights, or any
rights to registration of such rights existing (whether or
not registered) anywhere, whether created before on
or after the date of this Contract;

“Material Breach” Means the breach of specific terms or obligations as

defined within the Contract including without
limitation the obligation to deliver effective Services
and to deliver prompt payment for those Services;
“Party” or “Parties” Means Exxon Corporate Service Provider LLC or
SERVICE PROVIDER individually or collectively as the
context dictates;
“Service Commencement Date” Means the date upon which the Services commence as
specified in Schedule A- Contract Details;

“Services” Means the services to be provided by SERVICE

PROVIDER under this Contract, as specified in Schedule
B– Description of Services
“Service Level” Means any of the service levels for the Services as
specified in Schedule D- Service Level/KPI Agreement;
“Working Day” Means any day which is not a Sunday or a gazetted
Public Holiday in UAE and does not apply to the
operational hours of the contact Centre; (6 days a week
/ 24 days a month)
“Working Hours” Means between the hours of a Working Day.

In this contract and the schedules unless the contrary intention appears:

i. A reference to “this contract” shall be in reference to this contract;

ii. A reference to clauses unless otherwise stated are to be construed as references to
clauses ofthis contract;
iii. A reference to this contract or another instrument includes any variation or
replacement ofeither of them;
iv. A reference to a statute, ordinance, code or other law including regulations and
other instruments under it and consolidations, amendments, revisions or
replacements of any ofthem;
v. The masculine gender includes the feminine and neuter gender;
vi. The singular includes the plural and vice versa;
vii. Any agreement, covenant, representation or warranty on part of or in favor of two
or morepersons shall be binding on or enforceable by such person jointly and
severally;
viii. Words denoting an obligation on a party to do any act matter or thing include an
obligation to procure that it be done and words placing a party under a restriction
include an obligation notto permit or allow infringement of the restriction; and
ix. If an event must occur on a stipulated day which is not a working day, then the
stipulated daywill be taken to be the next working day
x. Headings in this contract and the schedules are for reference only and do not
affect theconstruction of any provision.
xi. The recitals and schedules to this contract shall be taken read and construed as an
essential partof this contract.

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5. Term of Contract

Exxon Corporate Service Provider LLC hereby appoints SERVICE PROVIDER from the Effective Date to
providethe Services based upon the terms and conditions of this Contract.
The Initial Term shall commence on the Service Commencement Date and shall continue in full force and
effect fora period of Min Two (2) Year started as Lock in Period or tenure of 5 years unless otherwise
extended or terminated in accordance with this Contract.
Both Parties may mutually agree in writing on an alternative Service Commencement Date if necessary.
Should Exxon Corporate Service Provider LLC / Service Provider wish to renew this Contract upon
mutually agreed terms for the Extension Term, notice in writing should be given to the other Party not
less than three (3) months before the expiry of the Initial Term. The Extension Term shall be for the
period stated in Schedule A – Contract Details.
Should Exxon Corporate Service Provider LLC / service provider fail to give notice of their intention not less
than three (3) months before the expiry of the Initial Term SERVICE PROVIDER shall consider the contract
to be terminating and shall cease delivery of Services at the end of the Initial Term.
In the event that Exxon Corporate Service Provider LLC / Service Provider gives notice of their intention to
renew this Contract or extend the provision of Services under this Contract in the three (3) months before
the expiry of the Initial Term but does not wish to extend for the Extension Term or there being no
Extension Term defined; then the minimum period for the renewal or extension of Services shall be three
(3) months. This period shall be referred to as the Ad Hoc Extension Term and shall be only be terminated
by three (3) months prior notice in writing, failing which it will continue to renew for successive three (3)
month Ad Hoc Extension Terms until the requisite notice is given in accordance with this sub-clause.

6. SERVICE PROVIDER’s Obligations

SERVICE PROVIDER shall, during the Initial Term and any Extension or Ad Hoc Extension Term:
i. When required by Exxon Corporate Service Provider LLC deliver the Services defined in
Schedule B – Description of Services efficiently in a timely and professional manner and
accordance with the lawful,reasonable and professional standards applicable to the industry;
ii. Take all reasonable and appropriate action to efficiently use all available resources designated and
relevantto this Contract and shall take such other steps as are required to ensure the Services are
provided efficiently and promptly including, but not limited to: a) exercising all reasonable care,
skill and diligence inthe performance of its obligations under this Contract; b) co-operating with
and acting in good faith towards Exxon Corporate Service Provider LLC in negotiating any
variations to the Contract or Services;
iii. Monitor the adequacy and suitability of the Service Levels, and other performance indicator
mechanismsand service measurements.
iv. Perform all Services provided under this Contract from within the respective country this
agreement is signed under unless otherwise agreed in writing by Exxon Corporate Service Provider
LLC.
v. In connection with its obligations under this Agreement, SERVICE PROVIDER agrees to comply
with all state, local and foreign laws, constitutions, codes, statutes, and ordinances of any
governmental authority (DUBAI LOCAL LAWS ONLY APPLICABLE) that may apply to SERVICE
PROVIDER, its activities under thisAgreement, including all applicable Regulations.
vi. SERVICE PROVIDER agrees to take all such further acts and execute all such further documents
as Client reasonably may request in connection with such compliance.
vii. Execute the process formalities and layouts according to the timeline i.e., within 90 days, delay
in project execution may lead to contract suspension/cancellation.
viii. Every month SERVICE PROVIDER shall furnish information in a timely manner in response to
Client requests for information pertaining to SERVICE PROVIDER’s activities in the Territory. Such
requests may include, prospect lists and the status of prospect, information applicable to specific
call activities, data regarding competition in the Territory, product operational data, and other
information required by the Client to effectively coordinate its international sales and marketing
efforts.
ix. SERVICE PROVIDER shall be levied a penalty of $1000 if any agent misuses the Payment
Transaction Details of the Customer. Any confidential details shared outside the premises shall
result in the termination of the contract.

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7. EXXON CORPORATE SERVICE PROVIDER LLC Obligations

EXXON CORPORATE SERVICE PROVIDER LLC shall, during the term of this Contract:
i. Pay SERVICE PROVIDER the Charges due for the Services in a timely and prompt manner
ii. Provide SERVICE PROVIDER with all reasonable assistance including but not limited to
system access,historical data, and documentation or other such reasonable requirements
(only those info which has relevance to the customer) as may be necessary for the effective
implementation and provision of the Services;
iii. Be responsible for providing or facilitating the necessary access, information or other services
required todeliver the Services.
iv. Co-operate with and act in good faith towards the SERVICE PROVIDER in negotiating
variations to the Services and this Contract generally as and when reasonably required.
(Exxon Corporate Service Provider LLC SHALL BE ACTING AS ACTIVE PARTNER ONLY FOR THE FIRST
BATCH OF CANDIDATES FOR HIRING AND SELECTION, EXXON CORPORATE SERVICE PROVIDER LLC
OR ANY PERSONNEL FROMTHE CLIENT SHALL NOT INTERFERE WITH POST CENTER GOING LIVE)
Client shall be providing assistance throughout the contract in terms for the Hiring, Virtual Training,
New Product Assistance, Quality Evaluation, Maintaining Call Quality Standards and on call availability
for immediate attention on customer query.

8. Payment for Services

Upon the delivery of Services in accordance with the terms of this Contract Exxon Corporate Service
Provider LLC shall pay SERVICE PROVIDER correctly rendered and invoiced Charges in accordance with
8.3 hereof from the date of GOING LIVE ON CALLS (PAYMENTS SHALL BE CALCULATED FROM THE DAY
CENTER IS GOING LIVE ON
CALLS; which indicates completion of 4 important phases (Recruitment, training and Demo Calls and
Trainer Certification) and shall continue until the expiry or early termination of this Contract.
An invoice is correctly rendered if:
i. The amount claimed in the invoice is due for payment and correctly calculated in accordance
with thisContract including Schedule C- Charges for Services or any subsequent mutually
agreed terms;
ii. The invoice is set out in a manner and accompanied by documentation that enables Exxon
Corporate Service Provider LLC to ascertain and check that the amount specified in the
invoice is calculated in accordance with this Contract; and
iii. The invoice is sent by registered post, hand, fax or email to the address, facsimile no. Or email address
of Exxon Corporate Service Provider LLC’s contact details provided under Clause (or any other person
whom Exxon Corporate Service Provider LLC may advise from time to time). The invoice shall be
deemed to be received when the receipt is acknowledged and signed by personnel of Exxon Corporate
Service Provider LLC.
In consideration for the provision of the Services, Exxon Corporate Service Provider LLC will check the
invoices and authorize payment within five (5) days for correctly rendered invoices through Electronic
Funds Transfer orcheque payment.
All billings shall be in ONLY IN USD/AED.
In addition to the charges and fees stipulated in Schedule C- Charges for Services Exxon Corporate Service
Provider LLC will additionally pay any taxes (VAT, withholding taxes, levies, etc.) Applicable in the
countries where the Services are delivered from. In any instance where those taxes are payable, SERVICE
PROVIDER shall inform Exxon Corporate Service Provider LLC of the same, including the relevant
regulations thatapply in respect of those taxes. NOT APPLICABLE AS PER LOCAL LAWS)

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9. SERVICE PROVIDER’s Representations and Warranties

SERVICE PROVIDER represents and warrants that:

i. It has the power to enter into and perform this Contract and transactions and obligations
under this Contract;
ii. It is duly incorporated with limited liability and validly exists under the laws of the
respectivejurisdictions;
iii. It is not nor will it by executing this Contract be in breach or default under any other existing
Contract oragreement binding on it or to which it is subject;
iv. Any consent, license, approval or authorization of any regulatory authority which is required in
connection with the execution, performance, validity or enforceability of this Contract has been
obtained and is in full force and effect; and
v. It shall perform its obligations and duties under this Contract professionally and
ethically and inaccordance with the relevant laws.
SERVICE PROVIDER shall promptly inform the other should any representation or warranty under this
Clause cease to exist or become invalid. Failure to inform the other party diligently may be considered a
material breach. SERVICE PROVIDER agrees that this Contract constitutes the entire agreement between
the parties and supersedes and invalidates all other commitments, representations, promises,
understandings and warranties relating to the subject matter hereof which may have been made by the
parties either orally or in writing prior tothe date hereof, and which shall become null and void from the
date this Contract is signed.
SERVICE PROVIDER shall be responsible for all of its costs incurred in the performance of its
obligationshereunder.
SERVICE PROVIDER shall from time to time upon the request of the other party execute any additional
documents and do any other acts or things which may reasonably be required to effectuate the purposes of
this Contract.
SERVICE PROVIDER shall undertake all necessary action to meet the requirements set out in any
implementationor project plans and the terms and conditions of this Contract to facilitate a smooth
transition of the provision of the Services to EXXON CORPORATE SERVICE PROVIDER LLC to ensure that
the transition proceeds with due expeditionand without delay.

10. Services Transfer Assistance

Whether upon Exxon Corporate Service Provider LLC serving notice of termination to SERVICE
PROVIDER pursuant to Clause 26, upon the expiry or termination of this Contract, SERVICE PROVIDER
shall provide all reasonable and necessary assistance to Exxon Corporate Service Provider LLC in the
orderly transfer of the Services, functions and operations provided under this Contract to another
service provider as appointed by Exxon Corporate Service Provider LLC, or to Exxon Corporate Service
Provider LLC itself, any additional costsincurred are to be agreed between the Parties and SERVICE
PROVIDER shall not be obliged to provide such services under this Clause in the event that no agreement
can be reached between the Parties.
Assistance to be rendered by SERVICE PROVIDER as referred to in this Clause shall include, but shall not
be limited to, the provision to the Exxon Corporate Service Provider LLC and its agents, contractors and
consultants, as necessary, the following services:
i. SERVICE PROVIDER shall endeavour on a best-effort basis to facilitate the transfer of SERVICE PROVIDER’s
personnel that may be identified and agreed by the parties to Exxon Corporate Service Provider LLC.
ii. Delivery and/or destruction of all relevant notes, data and records held by the SERVICE PROVIDER,
physically or electronically, to be executed at the instruction of Exxon Corporate Service Provider LLC.

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11. Independent Contractor

SERVICE PROVIDER is acting in the performance of this Contract as an Independent Contractor.

All employees, workers, consultants and support staff engaged by SERVICE PROVIDER in connection with
the discharged of the obligations under this Contract shall be in the sole employment of SERVICE
PROVIDER and SERVICE PROVIDER shall be solely responsible for the salaries, wages and statutory
payments and/or comply with all laws and regulations related to its employees and SERVICE PROVIDER
assumes full responsibility for their acts and defaults under this Contract.

12. Privacy and Data Protection

Both Parties acknowledge that business is regulated by privacy and data protection regulation laws in
various jurisdictions.
Without prejudice to contract both Parties commit and undertake to take all reasonable security
measures throughout the term of this Contract to ensure that any Private Information which each Party
provides to the other, or is obtained by one Party in respect of the other is protected against loss and
unauthorized access, use,modification, variation, amendment, deletion, disclosure or other misuse and
that only authorized personnel tohave access to the Private Information.
Both Parties acknowledge there is a duty of confidentiality and a statutory duty to their customers or
employees in respect of the collection, holding, processing or use of Private Information and shall: -
i. Use the Private Information only for the purposes of performing and fulfilling its obligations
under this Contract and in accordance with any constraints or limits or conditions placed upon the
use of that Private Information by a relevant party;
ii. Not disclose Private Information to any third party without the prior written consent of the other;
iii. Immediately notify the other when it is required to disclose Private Information under the law;
iv. Ensure that an employee, agent or subcontractor of one Party requiring access to any Private
Information is bound (for example, through an employment or agency Contract or subcontract)
by the same undertaking (both during his employment or agency or sub-agency Contract and
thereafter) as the obligated Party not to access, use, disclose or retain the Private Information
except in performing their duties of employment or terms of any subcontracting (as the case may
be) in connection with and under this Contract;
v. At all times abide by the applicable legislation
vi. Immediately notify the other Party in writing when it becomes aware of a breach of this Clause
12 by any of its employees, agents or subcontractors.
vii. SERVICE PROVIDER TO MAKE SURE THAT NO EMAIL COMMUNICATION, CLIENT DATA,
CLIENT CONVERSATIONS, OR ANY OTHER DETAILS SHARED BY Exxon Corporate Service
Provider LLC WHICH STATES TO BE CONFIDENTIAL SHALL BE PRESERVED BY THE SERVICE
PROVIDER. IN CASE OF LEAKAGE OF SUCH INFORMATION; Exxon Corporate Service Provider
LLC HAS SOLE RIGHTS TO CANCEL THE CONTRACT OR PENALISE THE SERVICE PROVIDER
PROVIDING PROPER DOCUMENTATION PROOF forfeiting the deposit amount.

Subject to proof thereof, CLIENT shall indemnify the other against all claims, penalties, losses, liabilities,
damages,and all reasonable and reasonably incurred expenses and costs on a solicitor-client basis which
may incur by reason of a breach by the SERVICE PROVIDER or its employee(s) or agent(s) or
subcontractor of this Clause provided always that the aggrieved Party shall give the defaulting Party the
right to defend at their own cost, within not more than fourteen (14) days of receiving first notice of the
aforementioned claim or proceedings.
Subject to Contract notwithstanding anything to the contrary contained therein, the CLIENT shall not under
any circumstances, be liable to the aggrieved Party or any third party for any indirect, consequential or
incidental loss, special, exemplary, aggravated or punitive damages whether such liability is asserted based
on contract, tort (including negligence) or otherwise.
A breach of this Clause shall be a material breach and the provisions of this Clause shall survive the
termination or expiry of this Contract to the extent that either Party is obliged to hold or store data of the
other Party.

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13. Confidentiality

Both Parties acknowledge that in the course of dealings between the parties, each party will acquire information about
the other party, its business activities, and operations, its technical information, and trade secrets, of a highly confidential
and proprietary nature (“Confidential Information”). Each party covenants to the other that each agrees not to use, or
allow its authorized employees, independent contractors, subcontractors, sales representatives, resellers, or otherwise
to use, such Confidential Information for any purpose except the performance of this Agreement, and not to disclose any
such Confidential Information to any person unless such disclosure is authorized by the other party in writing. Each party
will use at least the same degree of care as it uses concerning its confidential information to prevent disclosure of such
Confidential Information.
The foregoing obligation of confidentiality will not apply to information that, (i) is or becomes generally known or
available by publication, commercial use, access to the Software, or otherwise through no fault of the receiving party; (ii)
is already known by the receiving party and is not subject to restriction; (iii) is lawfully obtained from athird party who
has the right to make such disclosure without restriction; (iv) is released for publication by the disclosing party in
writing; or (v) is required to be disclosed by any law, regulation or court of the applicable jurisdiction, but the party
required to disclose such information shall, as soon as reasonably possible after such party discovers the information is
required to be disclosed, notify the other.
THE SERVICE PROVIDER is not allowed to endorse the Client name or process details during the Hiring
procedure.
PARTY IN WRITING: At the written request of either party, the other party shall return all Confidential Information of
the requesting party. The covenants of this paragraph are continuing obligations and shall survive the expiration or
termination of this Agreement.
A breach of this Clause shall be a material breach and the provisions of this Clause shall survive the termination or expiry of
this Contract.

14. Severability

If any provision or term of this Contract shall become or be declared, illegal, invalid or unenforceable for any reason
whatsoever, the party who becomes aware of such, shall bring it to the notice of the other party immediately and both
parties shall agree such term or provision shall be divisible from this Contract and shall be deemed to be deleted from
this Contract without affecting the other provisions of this Contract.
The parties agree that should any provision of the Contract be invalid or unenforceable then they shall forthwith enter
into good faith negotiations to amend a such provision in such a way that, as amended, it is valid and legal and to the
maximum extent possible carries out the original intent of the parties as to the point or points in question.

15. Assignment and Novation

The obligations of the SERVICE PROVIDER under this Contract may not be assigned, transferred, subcontracted or disposed
of in whole or in part without the prior written consent of Exxon Corporate Service Provider LLC. Such consent shall not be
withheld unreasonably.

16. Waiver

No waiver by either Party of any provisions of this Contract will amount to a continuing waiver or a waiver of anyother
provision of this Contract unless made in writing and signed by the Party against whom the waiver would have been
enforced.

17. Variation

The Parties may expressly agree in writing any variation in the provisions hereof, provided that unless expressly so agreed
no such agreement shall constitute or be construed as a general waiver of any of the provisions hereof by any of the Parties
and, except to the extent (if any) to the contrary provided in the relevant variation, the rights and obligations of the parties
hereunder shall remain in full force and effective.

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18. Tax

Save as otherwise provided in this Contract, the Parties undertake to each other that the Parties shall comply withall the
tax requirements applicable to each Party as set out by the relevant tax authorities of the Parties’ relevant jurisdiction. The
Parties agree that each of the Parties shall be responsible for and shall pay at its own expense all taxes (direct or indirect),
duties, excess, levy of any kind based on income, turnover, the value of services, quantum of measurement or otherwise
arising in their respective jurisdiction and applicable to each of the Parties in performing their obligations under this
Contract. Where any service tax is (“ST”) applicable to any supplies or services provided by the SERVICE PROVIDER
including VAT or NBT, under this Contract, the applicable rate of ST will be charged on the amount payable for the supply
or services. The consideration of such supply or services will be increased by an amount calculated as:

AxR
Where:

A is the amount of consideration payable for the supply or services; and

R is the applicable rate for ST
(MENTIONED ABOVE NOT APPLICABLE AS PER LOCAL LAWS)

19. Notices

Any notice which may be given by either Party under this Contract shall be in writing. For the purposes of this Clause, a
notice shall be deemed to be in writing if it is in the form of a printed or hand-written letter or another document/
electronic mail.
Any such notice shall be deemed to have been duly given if sent by recorded post to the receiving Party’s
registered office and proof of delivery is provided by the posting or courier company.
For the purposes of this Clause the specified addresses in respect of each Party are as set out in Schedule A-
Contract Details.
Either Party may notify the other of any change to a specified address by notice in writing to be sent by (and onlyby) letter
posted to the other Party’s registered office. Such letter shall be deemed to have been duly delivered pursuant to and in
accordance with paragraph 19.2 above.
20. General Indemnity and Liability

i. LIMITATION OF LIABILITY: Both Parties expressly disclaim any warranties, express or implied, including
but not limited to implied warranties of merchantability and fitness for a particular purpose. Neither Party
shall be liable to each other or any third party for any consequential, special, punitive, exemplary, or
incidental damages including, but not limited to, lost profits or other economic loss (whether arising from
breach of contract or tort) even if apprised of the likelihood of such damages occurring for an amount
greater than $1,000, except SERVICE PROVIDER is liable to pay the full amount of any fees agreed to herein
as evidenced in the service documents.
ii. INDEMNIFICATION: Notwithstanding the limitation of liability of Paragraph 20.1 hereinabove, EACH PARTY
willdefend, indemnify and hold the other party harmless from and against any liabilities, losses, damages,
costs, and expenses (including reasonable legal fees and expenses) associated with any claim or action
brought against the other party for actual or alleged infringement of any patent, copyright, trademark, service
mark, trade secret or other property right based upon the duplication, sale, license or use of the indemnifying
party’s materials and/or technologies incorporated as part of the Software. Subject to the provisions of, and
limitations contained in this Contract, each Party shall hold harmless and indemnify the other Party and its
respective directors, officers and employees (collectively, referred to as "aggrieved persons") from and
against any claim, loss (including reasonable legal costs and expenses) or liability incurred or suffered by any
of the aggrieved persons brought by any third party arising out of or in connection with this Contract or
arising from any suit, action or proceeding for damage to property, bodily injury or death against any of the
aggrieved persons, only to the extent that such claim, loss or liability was caused by any willful,unlawful or
negligent act or omission of the relevant Party, its employees, agents or subcontractors. Both parties shall be
responsible for the acts or omissions of their employees to the full extent of the law.

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21. Specific Performance

Any breach of this Contract may result in irreparable damage to the other Party for which the non-defaulting Partywill
not have an adequate remedy through monetary compensation. Accordingly, in addition to and without prejudice to any
other remedies and damages available, the defaulting Party acknowledges and agrees that the non-defaulting Party may
seek enforcement of this Contract by means of specific performance or injunction.

22. Intellectual Property Rights

Any Intellectual Property Rights, copyright, code or materials which were owned by SERVICE PROVIDER, Exxon
Corporate Service Provider LLC or a third party before the provision of the Services, shall remain the property of that
Party or the third party, as the case may be unless specifically agreed in writing between the Parties.
In the event that either Party supplies, installs or provides access to the other Party to any system, software or other
intellectual property belonging to a third party; the Party providing said access or supply, or installation hereby
warrants that such action or the subsequent use of the intellectual property shall not be in breach of any intellectual
property rights. In the event of a breach of any intellectual property rights, the Party who supplied, installed or
provided access shall indemnify the other against all actions, claims, suits or financial penalties that may arise from the
aforementioned breach to the maximum extent permitted under this Contract.
INFRINGEMENT BY THIRD PARTIES: SERVICE PROVIDER will cooperate fully with and assist Client in its effortsto
protect Client’s intellectual property rights within the Territory and shall exercise reasonable diligence to detect and
shall immediately advise Client if SERVICE PROVIDER knows of any infringement of any patents, trademarks,
copyrights, or other intellectual property rights owned or used by Client.

CONFIDENTIAL INFORMATION: The client may provide the SERVICE PROVIDER with certain confidential or
proprietary information (“Confidential Information”). Confidential Information includes information, whether
written, electronic or oral, which SERVICE PROVIDER knows or reasonably should know is proprietary, confidential
or a trade secret of the Supplier, including any and all technical or business information, the Software including its
source codes and documentation, specifications and design information for the Client Products, servicing information,
customer lists, pricing information, marketing information, policies, procedures and regarding Supplier’s SERVICE
PROVIDER s or distribution channels, and other proprietary matter relating to the Client.

23. Advertising & Publicity

No advertising, written articles, broadcasts or public statements shall be undertaken or initiated Service Provider or its
agents concerning this Contract without the prior written approval of the Client except for instances where a Party is
bound to disclose in compliance with local laws and regulations.

24. Force Majeure

Subject to Contract neither Party shall be liable for any delay or failure to perform its obligations according to this
Contract if such delay is due (directly or indirectly) to Force Majeure, provided such failure or delay could not have been
prevented by reasonable precautions and could not reasonably be circumvented by the non-performingParty through
the use of alternative sources, work-around plans or other means.
If a delay or failure to perform a Party’s obligations is caused or anticipated due to Force Majeure (“the Affected Party”),
the performance of the Affected Party’s obligations will be suspended. Any Party whose obligations are suspended
pursuant to this Clause shall immediately notify the other personally or by telephone (to be confirmed in writing within
five (5) Working Days of the inception of such delay) and describe at a reasonable level of detailthe circumstances
causing such delay.

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If a Force Majeure event substantially prevents, hinders or delays the performance of the Services, then the Client may
elect to either grant an extension of time on such terms as it considers reasonable, provided that the Affected
Party(Service Provider ) shall promptly notify in accordance with Contract of the reasons for the delay (and the likely
duration of the delay) the Affected Party shall be granted a minimum extension of time of 15 days for performance
sufficient to enable it to perform the obligations, performance of which has been suspended as aforesaid, and any costs
arising from such delay shall be borne by the party incurring the same;

25. Termination Rights

For the purposes of this Clause either Party will be in default under this Contract where it fails to perform or observe any
material obligation or undertaking to be performed or observed under this Contract. Any failure to perform or observe a
material obligation that is attributable to matters under Clause 25 shall not be considered to be a default.
If either Party is in default under this Contract (“Defaulting Party”) notice in writing shall be given with particulars of the
alleged default(s) (“Default Notice”). The Defaulting Party shall respond in writing to the Default Notice. In the event that
the default is stated to be capable of being remedied by subsequent performance, the other Party may, without prejudice
to any right of action or remedy which has accrued or may accrue in favor of either Party,specify the relevant default and
require the Defaulting Party to remedy the default promptly.
In the event that the Defaulting Party does not remedy the default within thirty (30) days or if the Defaulting Party is not
diligently proceeding to remedy the default (if the default is not capable of remedy within thirty (30) days by taking
active effective and continuing steps to do so and the default is not in fact cured within a reasonable period of time after
receipt of the relevant notice the other Party may terminate this Contract on the expiry of any agreed time for correction
of the default.
Either Party may terminate this Contract with immediate effect by giving notice of termination to the other party in the
event any of the following circumstances arise:
i. if the Defaulting Party (being a company) shall pass a resolution for winding-up (otherwise than for
the purposes of a solvent amalgamation or reconstruction where the resulting entity is at least as
credit-worthy as the Defaulting Party and assumes all of the obligations of the Defaulting Party
under the Contract) or a court shall make an order to that effect; or
ii. if the Defaulting Party (being a natural person) shall die, or (being a partnership or other
unincorporatedassociation) shall be dissolved; or
iii. if the Defaulting Party shall cease to carry on its business or substantially the whole of its business; or
iv. if the Defaulting Party becomes or is declared insolvent, or convenes a meeting of or makes or
proposes tomake any arrangement or composition with its creditors; or
v. if a liquidator, receiver, administrator, administrative receiver, manager, trustee, or similar
officer isappointed over any of the assets of the Defaulting Party.
The Contract may be terminated at any time after the LOCK IN PERIOD by either party giving 60 days prior to written
notice. The period of notice is calculated from the last day of the month in which the written notice was given to the other
Party.

26. Consequences of Termination

Upon the expiry of this Contract or upon termination under Clause 26, both Parties shall:
i. return to the other Party all documents and materials (and all copies thereof) containing the other Party’s
Confidential Information or if authorized by the other party, destroy or overwrite such material; and
ii. notwithstanding the return of documents and materials as aforesaid, continue to be bound by the
undertakings of confidentiality in relation thereto set out in Clauses 12.
Exxon Corporate Service Provider LLC shall be entitled to be repaid forthwith any sums previously paid under this
Contract (whether by way of a deposit or advance payment or otherwise) provided that save as aforesaid, neither party
shall have any liability whatsoever to the other either because of such termination or for further performance of this
Contract.

27. Dispute Resolution

Before resorting to external dispute resolution mechanisms, the Parties shall use their best efforts to negotiate in good
faith and settle amicably any dispute in relation to this Contract and where practical shall refer the matter to independent
personnel mutually agreed by and between the parties and direct some form of resolution.
Notwithstanding the existence of a dispute, each Party shall continue to perform its obligations under thisContract
to the maximum extent possible.

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28. Successors and Assigns

This Contract shall be binding on and inure to the benefit of the parties hereto and their respective heirs, legal or personal
representatives, successors and assigns.

29. Governing Law and Jurisdiction

This Agreement shall be governed by and interpreted in accordance with the DUBAI (UAE) Laws & Regulations without
regard to principles of conflict of laws. Any controversy or claim, whether legal, equitable or otherwise, arising outof or
relating to this Agreement, or breach thereof, shall be settled by binding arbitration administered by the DUBAI Courts,
and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Schedule A – Contract Details

1. Initial Term/ Lock in: Two Year

2. Extension Term: Five Years
3. Service Commencement Date: _____________________
4. Addresses for Service of Notices

EXXON CORPORATE SERVICE PROVIDER LLC

Title: EXXON CORPORATE SERVICE PROVIDER LLC

Address: Damac Business Tower, Marasi Drive Street, Business

Bay, Dubai

SERVICE PROVIDER

Title: (Name of Service Provider)

Address: (Address of Service Provider)

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 Schedule B- Description of Services
1. Brief Process Overview
Subject to the terms and conditions in this Agreement in which Channel Partner shall Provide such services in accordance
with the specifications set forth on Inbound, Outbound, Chat and Email support (collectively known as Services) for UAE
FINANCIAL CONTACT CENTER ENGAGEMENT.

2. SERVICE LEVELS

SCHEDULE B annexed hereto and made a part hereof sets forth the performance requirements of SERVICE PROVIDER
applicable to its handling of Inbound Calls, Outbound Calls and the Actual Handling Time for Inbound Calls for all Services.

SECTION 2.1. ESCALATION PROCEDURE

Exxon Corporate Service Provider LLC recognizes that there may be instances where SERVICE PROVIDER will
not be able to resolve a Customer Contact without Client's assistance. Promptly following the execution of this Agreement,
both parties will mutually agree to an escalation procedure for resolving support problems that require Clients’ technical
personnel and/or a Client’s third-party vendor. Client agrees to provide necessary and timely resources to SERVICE
PROVIDER to enable SERVICE PROVIDER to resolve escalated problems in a timely manner. Examples of such resources
include documentation, knowledgebase, escalation process, hardware, software and support technicians.

SECTION 2.2. CUSTOMER CALLBACKS

SERVICE PROVIDER agrees that in the event a SERVICE PROVIDER CSR is unable to resolve a support incident during an
Inbound Call, the CSR will make all reasonable efforts to contact the Customer as soon as possible with the solution.

SECTION 2.3. CALL LENGTH

Exxon Corporate Service Provider LLC and SERVICE PROVIDER recognize that the amount of time a CSR spends
on an individual voice Contact can impact both Service levels and fees.
Clients expected average call length for Products is set out on SCHEDULE D annexed hereto. If SERVICE PROVIDER
experiences any significant increase in call length, SERVICE PROVIDER agrees to notify Client and will work toward
determining how to accommodate the increase by either modifying the Service level or increasing the staff as mutually
agreed.

SECTION 2.4. CALL DEFINITIONS:

ACTUAL HANDLING TIME: Shall mean (i) in the case of an Inbound Call (as hereinafter defined) by a CSR or an outbound
Customer callback, the time that is measured from when the call is physically answered by the CSR or the Exxon Corporate
Service Provider LLC Customer respectively until the call is physically terminated; and any additional wrap up work
performed related to such call prior to becoming physically available to receive the next Inbound Call or to make the next
Customer callback, and (ii) in the case of an Automated Call (as hereinafter defined), the time that is measured from when
the caller enters the Service Provider Voice Response Unit (VRU) until such caller leaves the VRU.

AUTOMATED CALL: Shall mean an Inbound Call that is delivered to an electronic voice message rather than to a CSR as the
means of providing Services as described in this Agreement.

CONTACT: Shall mean a support incident, defined as a single in-coming support request via telephonic voice (a "Voice
Contact"), fax or written or electronic correspondence (an "E-mail Contact") regarding any Product.

INBOUND CALL: Is defined as a call that has physically arrived to SERVICE PROVIDER's Interactive Voice Response Unit
(an "IVR") or similar system by way of Exxon Corporate Service Provider LLC 's IVR or other mechanism for the purpose of
providing Services as described in this Agreement.

MAXIMUM HOLD TIME: Shall be measured from the time an Inbound Call is placed in a call group queue, prior to being
physically delivered and answered by a CSR or an automated voice response unit (a "VRU").

A. Scope of Services:

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 1. Hire, train and deploy (No of FTES) FTEs as per the requirement of the process. The client will
provide basic product knowledge and will train the SERVICE PROVIDER trainers on the product.
2. (No. of FTEs) FTEs should come on board within 60 days from the day of signing the CONTRACT and
should start dialing atthe earliest.
3. Working shift to be (Based on actuals/location/time zone), 05 days a week.
4. Agent should have the following qualifications/experience:
 Preferably a Graduate, or equivalent with relevant BPO Experience
 Preferably Experience in call center / Direct Selling / Telemarketing in the service Industry.
 Should be staying within a 5-7 km radius of the center
 Excellent command of the English language
5. Conduct regular quality audits of calls and provide feedback to agents
6. Work with TLs to improve the productivity of the FTEs.
7. 8 hr. login is compulsory from each agent.
8. Provide MIS and reports as per process requirements.
9. Team Leaders should be provided access to call records, barge-in facilities, and all other facilities that are
required to work and improve the quality and productivity of agents.
10. Exclusive adequate training facilities should be provided including access to the training room,
whiteboard, markers, projectors, and other appliances required for call review and mock call drills.
11. SERVICE PROVIDER will deploy a dedicated trainer &QA from the start of the process as per discussed plan
during the conversation.

B. Performance Criterion:

1. Maintain the number of min (N o. of F T Es ) FTEs, -----Team Leaders, ----- Quality Analyst, -----
Manager, and ------- Human ResourceManager on the Floor as per the agreed plan.
2. Audit and give feedback to agents.
At least 30 calls should be audited per agent per week; however, auditing frequency will depend on the
training need of individuals and may increase on a case-to-case basis.
3. Provide the following training to the Agents
a. Communication & Soft skills training
b. Proposed Call center Process including required documentation
c. Deliver the Product training
d. (The training script and plans will be provided By the Client) The training period is for 15 days
and shall undertake all the process training of all the agents, team leaders and quality analysts.
The center should make sure that they go live within 1 week of training completion with the
trainer certification of call quality and agent performance comprising client handling /customer
acquisition/customer resolution ofoutbound calls. The Center shall go live on inbound calls only
once they give desired productivity on outbound demo calls).
4. KPI’S and Performance Metrix to be followed on Inbound Calls: -
- Service Level
- Average Call Duration
- Call Abandonment Rate
- Average Call Handling time
- Call IVR rate
- After Call work rate
- Call in queue
- Agent Occupancy Rate

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 Schedule C – Charges for Services

1. CHARGES:

EXXON CORPORATE SERVICE PROVIDER LLC shall pay to SERVICE PROVIDER at a Rate of:
9$ / login hour/ Agent. (No Target but same time non-performing agents will not be entertained)
8 Hrs Login Shift is Mandatory (Shift timings will be based on Actuals/location/time zone)
In continuation, the CLIENT will review the contract and performance of the call center every month. And further
can follow the contract legalities and vice–versa.

2. PAYMENT:

Payments to SERVICE PROVIDER will be made BIWEEKLY basis on the raising of the invoice by the SERVICE
PROVIDER. Payment shall be made within 5 days of raising an invoice.

3. SECURITY DEPOSIT:

Amount Of $ 18,000 has been initiated on date (Date of Agreement/payment) via (Mode of payment), as final
contract formalities & execution of agreement. The agreement shall be valid, and the said amount is refundable
after the contract period of 5 years or after the Lock in period of 2 year with the consent of both the parties abiding
above-mentioned terms and condition.

4. PAYMENT MODE:

Please fill below the bank details of the SECOND PARTY for bank wire transfer before signing the contract.
Company Name:
Name of the Account Holder:
Beneficiary Bank Name:
Beneficiary Account Number:
Beneficiary Account Bank Address:
IFSC Code:

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 Schedule D – Service Level/ KPI Agreement

EXXON CORPORATE SERVICE PROVIDER LLC and SERVICE PROVIDER will mutually agree on the Service Level (SLA) and
KeyPerformance Indicators (KPI) requirements of the contact center operations.

The following conditions shall apply to the KPI and SL:

1. The actual KPI and SL may be reviewed by the Parties subject to the operational needs and requirements.
2. Any changes to KPI or SL shall be by agreement between the Parties in writing in accordance with the following
Change Procedure:

a) If Client wishes to vary the Services that Party (Requesting Party) shall notify the other (Affected
Party) giving full details of the changes required (“Change Request”).
b) Within 7 days of receiving the Change Request, the Affected Party shall notify of the impact of the
changes
(“Change Impact”).
c) If Requesting Party wishes to proceed with the changes, the Deliverables, Services, Specification,
Project Plan and Fee shall all be varied as provided in the Change Impact agreed between the Parties.
If Requesting Party does not wish to proceed with the changes, the Parties shall continue to provide
the Deliverables and Services as originally agreed upon. All Change Requests which have been
accepted will be logged into a Change Request log and the Specification will be deemed to have
incorporated the accepted Change Requests.
3. In addition, a Change Request shall be submitted by CLIENT in the event there is an occasional event initiated by
CLIENT (e.g., a new product launch) or a planned event affecting the provision of CLIENT services to a significant
number of customers or the access by SERVICE PROVIDER to CLIENT systems that will cause a significant
fluctuation in the AHT, then the target will be temporarily adjusted in order to meet service level requirements.
4. This will be subject to both Parties’ agreement and express written consent from CLIENT as to this adjustment
must have been obtained at least one week prior to the planned event. In the event of an unforeseen incident
affecting the AHT, both Parties shall mutually agree that the Service Levels shall not apply, subject to the
SERVICE PROVIDER providing written information to Client within 7 days of the event.
5. In instances where Exxon Corporate Service Provider LLC requires an increase in headcount (that exceeds 30%
of theheadcount of the previous month) for any particular desk or hotline, then upon mutual agreement of the
Parties, the AHT may also be increased in order to cater for the longer talk time, hold time, and after call work that
would be incurred as a result of less experienced employees. However, SERVICE PROVIDER should present
Exxon Corporate Service Provider LLC with a ramp-up plan with staggered AHT targets and a timeline to be able
to eventually meet the target.
6. If there is a permanent change in call drivers that significantly cause the AHT to increase, then the targets are
subject to discussion and may be adjusted based on both Parties’ mutual agreement. In order for this to occur
SERVICE PROVIDER must provide actual data to prove what is driving the increase (specific call drivers/change
in call mix and AHT for thedifference as an example).

The above mentioned are the SLAs and KPIs which will be implemented at the commencement of the contact center
operations.

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