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ETA Model Form of Lump Sum Contract for Consultancy Services associated with Small Assignments

ETA STAR Electromech (Saudi)Co. Ltd.

Model Form of Lump Sum Contract for Consultancy Services Associated with Small Assignments

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ETA Model Form of Lump Sum Contract for Consultancy Services associated with Small Assignments

MODEL FORM OF LUMP-SUM CONTRACT FOR CONSULTING SERVICES ASSOCIATED WITH SMALL ASSIGNMENTS CONTRACT THIS CONTRACT (Contract) is entered into this [insert starting date of Assignment], by and between the ____________________________________________having its principal place of business at P.O. Box 1; Building , , Dubai, United Arab Emirates and [insert Consultants name] (the Consultant) having its principal office located at [insert Consultants address]. WHEREAS, ETA wishes to have the Consultant perform the services hereinafter referred to, and WHEREAS, the Consultant is willing to perform these services, NOW THEREFORE THE PARTIES hereby agree as follows: 1. Services The Consultant shall perform the Services and furnish to ETA Star the Deliverables in the form and within the time periods specified in Annex A, Terms of Reference, Scope of Services and Deliverables to be Furnished by the Consultant which is made an integral part of this Contract (the Services). The Consultant shall perform the Services during the period commencing [insert starting date] and shall complete these Services fully by [insert completion date], or any other period as may be subsequently agreed by the parties in writing. Contract Price For Services rendered pursuant to Annex A, ETA shall pay the Consultant an amount not exceeding [insert amount]. This amount is inclusive of all of the Consultant's costs and profits as well as any tax obligations that may be imposed on the Consultant. Schedule of Payments The Consultant shall be entitled to payments in accordance with the under-listed schedule; [Insert schedule] ETA shall approve for payment to the Consultant [insert per cent in words and figures] of the Contract Price upon the submission of all Deliverables in draft. ETA shall approve for payment to the Consultant, [insert per cent in words and figures] of the Contract Price upon the submission of all Deliverables in final form and their acceptance and approval thereof from ETA. Payment Conditions Payment shall be made in United Arab Emirates Dirhams, no later than sixty (60) days following submission by the Consultant of invoices in duplicate to ETA. ETA may withhold, set-off, abate or retain payment or any part of thereof due to the Consultant pursuant to the Contract by reason of claims or alleged claims against the Consultant arising out of or in connection with the Contract. In such cases, ETA shall notify the Consultant in writing of the amount being withheld, set-off, abated or retained. 4. Project Representatives.

2. Term

3. Payment

ETA Model Form of Lump Sum Contract for Consultancy Services associated with Small Assignments

Administration

ETA designates [insert name of ETAs representative] as its primary representative for the duration of this Contract. ETAs Representative will be responsible for the coordination of activities under this Contract, and for the acceptance and approval of all Deliverables arising there from. The Consultant shall propose his designated representative to ETA who, subject to ETA not objecting to the appointment, shall be assigned for the duration of the Contract from the time of its signing. The Consultants Representative shall represent and act for the Consultant at all times during the Contract including liaising with ETA, attending meetings with ETA and third parties and serving and receiving Notices to and from ETA respectively. Deliverables. The Deliverables stated in Annex A shall be submitted in the course of the Assignment in triplicate hard copy and, wherever practically possible, one electronic copy. The submission, acceptance and/or approval of these Deliverables shall constitute the basis for the payments to be made under paragraph 3.

5. Performance The Consultant undertakes to perform the Services with the highest standards of Standards and professional and ethical competence and integrity. The Consultant shall be responsible Obligations for any discrepancies, inadequacies, errors or omissions in the documents, information and/or Deliverables provided by it under this Contract and the consequences thereof whether or not ETA shall have approved the same. The Consultant shall at its sole expense rectify promptly any such deficiency by amending replacing or supplementing the deficient document or information as appropriate and shall bear the costs of any consequences thereof and/or indemnify ETA against any and all costs, losses, expenses, damages, claims, actions or proceedings brought or claimed by or on behalf of third parties in respect of any such consequences thereof. 6. Confidentiality The Consultants shall not, during the term of this Contract nor after its expiration, disclose any proprietary or confidential information relating to the Services, this Contract or ETAs business or operations, and the Consultant shall duly enter into a NonDisclosure Agreement prior to executing this Contract.

ETA Model Form of Lump Sum Contract for Consultancy Services associated with Small Assignments

7. Ownership of Material 8. Indemnity towards ETA

Any and all Deliverables or other material, graphic, software or otherwise, prepared by the Consultant for ETA under the Contract shall belong to and remain the property of ETA. The Consultant may retain a copy of such documents and software. The Consultant shall indemnify and hold ETA (including without limitation its personnel, contractors and representatives) harmless from any and all claims, losses, expenses, costs, actions, demands or damage arising from or related to the injury or death of any person or damage or loss to any property to the extent caused by or resulting from the negligent errors, acts or omissions of the Consultant or its Personnel. The Consultant shall indemnify ETA against any and all damages, costs, losses, expenses, actions, claims or proceedings arising out of or caused by any breach of the terms hereof or any negligent act or omission by the Consultant in carrying out or failing to carry out its obligations hereunder, whether expressed or implied.

9. Insurance 10. Assignment of Contract 11. Termination of Contract

The Consultant will be responsible for taking out any and all appropriate insurance coverage, including but not being limited to professional indemnity insurances. The Consultant shall not assign this Contract or sub-contract any portion of it without the Client's prior written consent. ETA may at its sole discretion and for any reason whatsoever terminate this Contract at any time but by giving not less than fourteen (14) days written notice to the Consultant. In the event of termination, ETA shall only make payments to the Consultant for those Services that have been fully and satisfactorily performed in accordance with the Contract prior to the effective date of termination.

11. Law Governing Contract and Language

The Contract shall be governed by the laws and any other instruments having the force of law in the Federation of the United Arab Emirates and/or the Emirate of Dubai as they may be issued and in force from time to time. The language of the Contract shall be English.

12. Dispute Resolution

Any dispute arising out of the Contract, which cannot be amicably settled between the Parties, shall be referred for settlement by arbitration in accordance with the Rules of Commercial Conciliation and Arbitration of the Dubai Chamber of Commerce and Industry, by one or more arbitrators appointed in compliance with the Rules of the Dubai International Arbitration Centre, with such proceedings being held in Dubai, UAE. The decision of the arbitration shall be final and binding upon the Parties. Any modification of variation to the terms and conditions of this Contract may only be made by the written agreement of the Parties. FOR THE CONSULTANT Signed by ____________________ Title: _________________________

13. Modification of Contract FOR ETA

Signed by ___________________ Title: _______________________

ETA Model Form of Lump Sum Contract for Consultancy Services associated with Small Assignments

ANNEXURE A Terms of Reference & Scope of Services (Insert Terms of Reference)

ETA Model Form of Lump Sum Contract for Consultancy Services associated with Small Assignments

Annexure B Deliverables to be furnished by the Consultant (Insert Deliverables with associated milestone payment) Stage 1 2 3 4 5 Deliverable Payment