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This ASSOCIATE PARTNERSHIP AGREEMENT
is made between PSC INVESTMENTS L.L.C a Limited Liability Company (LLC) and registered in United Arab Emirates with company license number 691917 and registration number 1118644 whose registered office is at Office # 804 at Millennium Plaza Hotel Sheikh Zayed Road P.O. Box 236438 Dubai, United Arab Emirates (hereinafter known as “Company”) and YOU, (hereinafter known as “Associate partner”). Company and Associate partner shall collectively be known herein as “the Parties”.
WHEREAS, the relationship of the Parties are governed in accordance with the UAE Companies Law on commercial companies (the companies Law) and defines a legal entity (Article 8) as: "A contract under which two or more persons are committed to participating in an economic enterprise with the object of profit realization by contributing a share of capital or work and dividing among themselves the profit or loss resulting from the business.
"WHEREAS, Company wishes to commence a business relationship with Associate partner for promoting and procuring business investments to Associate Partner pursuant to the terms and conditions as mentioned hereunder on profit and loss basis; WHEREAS, the nature of the prospective contractual relationship between Company and Associate Partners may involve the investment business as that term is defined under law of UAE and includes but not limited to all information, material, data, information, statistics, figures, etc. relating to carrying out the business of procuring and attracting the business of investment in all tangible and intangible businesses including commodities, trade-items, stocks, variable currencies, stocks and inventories, as fully protected and enforceable under the laws of UAE. The Associate Partner after having read the terms and conditions as detailed therein has the right to accept or reject the liability, however upon acceptance the consequences as mentioned hereunder would govern with express acknowledgment of the Company and shall bind the Parties and of other good and valuable consideration herein contained, the Parties, intending to be legally bound, hereby agree as follows:
It is hereby mutually agreed by the parties to act upon this contract according to the following conditions:
The above preamble is considered as an integral part of this contract.
The definitions and rules of interpretation in this clause apply in this agreement.
“Articles”: the new articles of association of the Company in the agreed form to be adopted by the Company on or prior to Completion.
“Board”: the board of directors of the Company as constituted from time to time.
“Completion Date”: completion by the parties of their respective obligations as mentioned hereunder.
“Costs”: any liabilities, losses, damages, awards, costs (including legal fees), claims and expenses.
“Intellectual Property”: patents, rights to inventions, utility models, copyright, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know -how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
“Warrantors”: the Company and the Founders.
Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
Words in the singular shall include the plural and vice versa.
A reference to one gender shall include a reference to the other genders.
3.1- Completion of the investment shall take place on the Completion Date as defined hereinabove.
3.2-The Company warrants to the Associate Partner that, on the date of this agreement and on the Completion Date, the Company shall [subject to passing the Resolutions,] be entitled to receive from the Associate Partner an investment as mutually agreed through an acceptable mode of communication, in one of the major international currencies or variable currencies as the case may be and shall in return confer the right under the supervision of the Company to monitor and review the status of investment in the Company with an assurance to receive profits and losses as determined by the quarterly statement of accounts of the Company on the terms and conditions of this agreement, without the consent of any third person.
3.3- The Associate Partner upon rendering and tendering the investment to the Company may require the Company to determine the share of Associate Partner in the business of the Company in proportion to the share of investment made by such Associate Partner. However the Associate Partner shall not be entitled to claim any amount upon investment where the shares and stocks are devalued and/or value of the variable currencies for reasons beyond the control of the Parties loses its market worth thus adversely affecting the Investment of the Associate Partner.
1. DUTIES OF ASSOCIATE PARTNER RELATIVE TO PSC INVESTMENTS L.L.C
1. Associate Partner shall not use or disclose the information of PSC INVESTMENTS L.L.C other than as permitted or required by this agreement or by law to any third person whether known or unknown to the Investment business and upon such disclosure shall indemnify the Company to the loss sustained.
2. Associate Partner shall use appropriate safeguards recognized under the law and regulations to prevent use or disclosure of Investment business of the PSC INVESTMENTS L.L.C other than as allowed for by this agreement.
3. Associate Partner shall report to Company of any use or disclosure of PSC INVESTMENTS L.L.C that is in violation of this agreement within ten (days). In the event of disclosure of information in violation of this agreement, Associate partner shall mitigate, to the extent practicable, any harmful effects of said disclosure that are known to it from its own sources and shall fully indemnify the Company.
4. Associate Partner shall ensure that any agent or subcontractor to whom it provides information received from Company agrees to the same restrictions and conditions with respect to such information that apply through this agreement to Associate Partner.
5. Associate partner shall, upon request with reasonable notice, provide to the Company with an accounting of uses and disclosures of PSC INVESTMENTS L.L.C provided to it by the Company.
6. Except as otherwise limited in this Agreement, Associate partner may disclose to PSC INVESTMENTS L.L.C for the proper management and administration of the Associate Partner, provided that disclosures are Required By Law, or Associate partner obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as Required By Law or for the purpose for which it was disclosed to the person, and the person notifies the Associate partner of any instances of which it is aware in which the confidentiality of the information has been breached.
Any notices, claim or demand to be given or served hereunder or in connection herewith may as an alternative to delivery in person be given or served by fax, recognized email, prepaid registered delivery letter or courier and sent to the permanent registered address of the Associate Partner hereto of the party to whom it is given or served or to such other address that party may specify by notice in writing served on the other party hereto.
Any such notice sent by post as aforesaid shall be deemed to have been given or served seven (7) days after posting and such notice shall be of no effect and the provisions of this agreement shall continue in full force and effect.
1. INTELLECTUAL PROPERTY
The Associate Partner hereby unconditionally and irrevocably assign to the Company absolutely with full title guarantee all its right, title and interest in and to the Intellectual Property used by or material to the business of the Company, including but not limited to:
i- The absolute entitlement to any registrations granted pursuant to any patent, registered design or trade mark applications;
ii-all goodwill attaching to Intellectual Property used by or material to the business of the Company and in respect of the business relating to the goods or services in respect of which any Intellectual Property is registered or used; and
iii-the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of Intellectual Property used by or material to the business of the Company whether occurring before, on, or after the date of this agreement.
1. GOVERNING LAW AND ARBITRATION
This agreement shall be governed by and construed in accordance with the law of the United Arab Emirates and the DIFC LAW NO. 5 OF 2018 also any dispute arising under this agreement or any claim affecting its validity, construction, effect, performance or termination shall be determined by submission of said dispute or claim to Article 52 of the Arbitration Law which provides that a UAE arbitration award is binding upon the parties to the award and is equally as enforceable as a judgment of the UAE courts.
The Term of this Agreement shall be at will of the Company and the Associate Partner and shall be determined upon the quantum of investment made, profits or losses made, and subject to any extension obtained by either party or granted under the Regulations; and shall terminate when the Associate Partner seizes to continue with these presents or maintain the minimum financial threshold of investment in the Company or, if it is infeasible for the Associate Partner to continue with the said business.
1. TERMINATION FOR CAUSE
Upon Company’s knowledge of a material breach by Associate partner, Company shall either:
i. Provide an opportunity for Associate partner to cure the breach or end the violation and terminate this Agreement if Associate partner does not cure the breach or end the violation within the time specified by Company;
ii. Immediately terminate this Agreement if Associate Partner has breached a material term of this Agreement and cure is not possible; or
iii. If neither termination nor cure are feasible, Company shall report the violation to the Associate Partner and upon such termination the Associate Partner shall be liable to pay liquidated damages for any loss that may occasion or sustained by the Company on account of such untimely termination..
1. EFFECT OF TERMINATION
i. Except as provided in paragraph 3-2 of this section, upon termination of this Agreement, for any reason, Associate partner shall not claim any refund of investment or any incidental or ancillary amounts from the Company and shall further indemnify the Company for any loss that may occur on account of untimely unilateral termination of the Agreement.
ii. Right of Termination of Existing Service Contracts. Should Associate Partner make a wrongful disclosure of any information expressly made in connection with the investment transaction with the Company in violation of this Agreement, Company shall have the right to seek liquidated damages and shall thereupon immediately terminate any contract, other than this Agreement, then in force between the Parties.
1. Force Majeure
Upon the termination of this Agreement howsoever caused, all rights herein granted to the Associate Partner shall seize and the Associate Partner shall not thereafter promote or engage in any investment activity related to the business herein carried out.
The Company may at any time terminate this Agreement without any notice and forthwith where the Sponsor seizes to be the owner of atcleast 85% of the shares of the Company and the Associate Partner shall not be entitled to any relief, compensation and/or benefits on investment on account of events beyond the control of the Company.
The Company may at any time terminate this Agreement forthwith if there is any change in the ownership of the Associate Partner or if there is a Governmental Seizure of the business, assets, shares of the Company or, directly or indirectly of its control and management.
1. CONFIDENTIALITY AND ANNOUNCEMENTS
Except as provided elsewhere in this agreement, and excluding any information which is in the public domain (other than through the wrongful disclosure of any party), or which any party is required to disclose by law or by the rules of any regulatory body to which the Company is subject, each party agrees to keep secret and confidential and not to use, disclose or divulge to any third party (other than a party's professional advisers) any:
i- confidential information relating to the Company (including any Intellectual Property, customer lists, reports, notes, memoranda and all other documentary records pertaining to the Company or its business affairs, finances, suppliers, customers or contractual or other arrangements); or
ii-information relating to the negotiation, provisions or subject matter of this agreement (or any document referred to in it); or
iii- Information concerning the Investor, its shareholders or any member of their respective groups.
1. Any ambiguity in this Agreement shall be resolved to permit Company to comply with the Privacy Rule.
2. Regulatory References. A reference in this Agreement to a section in the Privacy Rule means the section as in effect or amended.
3. Notice to Company. Any notice required under this Agreement to be given to Company shall be made in writing to:
PSC INVESTMENTS L.L.C
P.O. BOX 236438
UNITED ARAB EMIRATES