General Terms & Conditions – Saudi Arabia

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September 2026

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The present General Terms and Conditions (the “Agreement”) is made and entered into by and between Company Pondway (Limited Liability Company), a Saudi Arabia company d.b.a. RemotePeople (the “Provider”), and the company that is executing this Agreement (the “Client”) with the Provider; each referred to as a “Party” and together as the “Parties”.

In consideration of the mutual covenants contained below, the Parties agree to be bound by the terms and conditions as follows:

01. Services

Services. The Client retains the Provider to deliver legal infrastructure, payroll, and administrative services (the “Services”) to support and enable the Client to hire and manage its global workforce, as further detailed in relevant duly executed proposal(s) (the “Proposal(s)”).

Engagement Framework. The Client selects and designates individuals to perform work for the Client’s business (the “Professional(s)”). The Provider acts as the legal vehicle to facilitate the engagement of such Professional(s) under one of two service structures, depending on the engagement model requested by the Client and applicable local laws:

Employer of Record (“EOR”). The Provider, via a local in-country affiliated entity, acts as the legal in-country employer, solely for administrative and statutory purposes. The Provider handles the Professional(s)’ onboarding, payroll, tax withholdings, statutory benefits, and HR aspects, enabling the Client to manage their day-to-day work directly;
Contractor of Record (“COR”). The Provider acts as the contracting entity for contractors. The Provider executes and administers the labor services agreement with the independent contractor and handles contract administration on behalf of the Client..

Good Faith. The Parties shall perform their respective obligations under this Agreement in good faith, in accordance with the mandatory good faith requirements of the Civil Transactions Law of the Kingdom of Saudi Arabia, and shall cooperate with each other to the extent reasonably necessary to facilitate the successful provision of the Services. For the avoidance of doubt, the good faith obligation imposed by this clause is bidirectional and applies equally to the Client’s obligations in respect of payment, cooperation, and termination. A Party that initiates or prolongs a dispute, withholds payment, or challenges the Provider’s operational safeguards without a legitimate legal basis shall be considered to be acting in breach of this good faith obligation, and such conduct may be taken into account by any arbitral tribunal when determining remedies and costs.

Provider’s Obligations. The Provider shall perform the specific Services set forth in any Proposal, with all due skill, care and diligence, in a good and workmanlike manner, and in conformity with generally recognized industry standards for similar services and all applicable laws and regulations.

Client’s Obligations. To assist the Provider in delivering the Services, the Client undertakes to (i) make available, provide, and/or deliver, on the request of the Provider, all necessary information, materials, context, and instructions and cooperate with all other reasonable requests from the Provider; (ii) ensure that such information, materials and context are provided in full compliance with any applicable laws and regulations; (iii) adhere to and comply with the Provider’s operational requirements, including but not limited to its recommended business safeguards, internal policies, and procedural guidelines as communicated to the Client from time to time, which form an integral part of the Provider’s service delivery framework and industry-standard compliance practices; (iv) set all targets for the work or services performed by the Professional(s) and manage the daily operational tasks; (v) monitor and supervise the ongoing performance and quality of the work or services performed by the relevant Professional(s), and inform the Provider of any unsatisfactory aspects; (vi) assume responsibility for the day-to-day management of the Professional(s); (vii) duly notify the Provider, and seek its recommendations, for any intended notifications or official communications to be made to the Professional(s) related to any disciplinary or termination processes and related matters; (viii) notify the Provider immediately if any event or circumstance arises that may impact the performance of the Services by the Provider; and, (ix) bear all undisputed costs related to the Services according to each applicable Proposal. For purposes of item (vii) above, the Parties agree that, where the Professional is engaged under the EOR structure, the Client shall duly notify the Provider, and seek its recommendations, for any intended notifications or official communications to be made to the Professional related to any disciplinary or termination processes and related matters; and where the Professional is engaged under the COR structure, the Client shall duly notify the Provider of any intended termination or non-renewal of the engagement, in accordance with the terms of the applicable independent contractor agreement.

Value Added Services. The Client may request the Provider to include additional services to enhance the value of the Services or enable further benefits for the Professional(s) (the “VAS”) such as, but not limited to, background verifications, IT equipment provision, office space solutions, and/or car leasing services. Such requests shall be made in writing and are subject to the Provider’s prior approval, following a feasibility assessment in accordance with all applicable laws and regulations, and the execution of a supplemental document, such as a specific additional agreement, commitment letter, or other similar document. The Provider shall not, under any circumstance, be held liable for any losses or damages, whether direct or indirect, arising from or in connection with the VAS described herein.

02. Professional

Dedicated Professional. The Professional may be a local or foreign individual, introduced by the Client to the Provider and onboarded by the Provider to perform work or services for the Client.

Professional Onboarding. Due to the nature of the Services and the globally distributed team of the Provider, the latter may either use a local in-country affiliated entity, or a local in-country affiliated entity and other third parties to engage a Professional and to handle their payment and other applicable administrative and HR matters; and the Client further authorizes the Provider to use such local entities. Furthermore, the use of such affiliated entity or third parties does not release the Provider from its obligations under the Agreement and shall remain the sole responsible for the performance of such affiliated entity or third parties. The engagement of a Professional will hence be governed by the laws and regulations specified in the applicable agreement signed with them (including, but not limited to, the country, region, or province where they are hired, or the governing law specified in their agreement); and the Client agrees to abide by such laws and regulations.

Rule for Notification to and Communication with Professional. Any notice or communication relating to the daily supervision of the Professional(s), including, but not limited to, setting targets and performance expectations, establishing priorities and deadlines, providing instructions on operational tasks, and conducting performance reviews, shall be the responsibility of the Client. However, any notice or communication concerning employment, administrative, or HR matters, such as disciplinary actions, probation reviews, or termination processes, shall be the responsibility of the Provider.

Disciplinary Actions, Misconduct, and Performance Management. Regarding the Professional(s) engaged under the EOR structure, the Client shall notify the Provider in writing within 2 business days of identifying any performance issues, misconduct, or behavior requiring disciplinary action or a Performance Improvement Plan (“PIP”) concerning a Professional. While the Provider may, upon request, provide standard process explanations and generic templates (such as template warning letters or PIP outlines), such materials do not constitute legal advice and are provided for information purposes only. The Client expressly acknowledges that given the complexity of local labor laws across jurisdictions, any customization, formal management, or direct implementation of misconduct cases, disciplinary proceedings, or performance improvement plans requires the involvement of qualified external legal counsel or local HR consultants. The Client may either engage its own external counsel or request the Provider to engage an external counsel from its local network. In either case, external legal counsel must be confirmed within 5 business days following the date on which the requirement to engage external counsel arises under this paragraph. All the charges of such external counsel shall be borne entirely by the Client.The Provider will invoice the total amount with a 20% service charge covering the Provider’s costs of procedure administration, payment facilitation, and assumption of related liability. Where the Provider engages external counsel at the Client’s request, all such costs shall be charged back to the Client. Under all circumstances, the Client shall not independently issue, communicate, or deliver any disciplinary action, warning, or PIP to the Professional without the Provider’s prior written approval and the direct involvement of the designated external counsel.

Project Termination – Professional Offboarding. In case a specific project for which a Professional has been dedicated is to be terminated, and notwithstanding the case of the Professional’s resignation, the Client shall inform the Provider of such intent and indicate the expected project termination date and grant the Provider with a minimum of 5 working days’ from such notice to confirm the receipt of the termination request. Upon receipt of such notice, the Provider will offer a free-of-charge pre-termination consultation and shall, if in accordance and compliance with local laws and regulations, initiate the offboarding process of the relevant Professional(s)’. The Client expressly understands that:

Notice to the Provider. The above notice of 5 working days’ does not correspond to any notice period that may be required to be given to the Professional(s) under applicable local laws and regulations. It shall be construed solely as the notice period agreed between the Client and the Provider;
Reason for termination (subject to labor law and operational feasibility). The offboarding process and timeframe required to effectively terminate a Professional varies depending on the specific circumstances, including, but not limited to, the reason for termination, provided it complies with applicable labor laws and regulations and is operationally feasible based on the Provider’s setup in the country of hire;
Notice to the Professional. Any termination decision made by the Client must be justified to the Provider, which will assess whether the termination complies with local laws and regulations and, in addition, whether it is operationally feasible given the scope of the Services. For the avoidance of doubt, terminations based on redundancy, receivership, insolvency or other financial difficulty of the Client may not constitute a feasible or lawful reason under local laws and regulations, or may not be operationally feasible based on the Provider’s setup in the country of hire;
Termination procedure. The Client shall not communicate, verbally or in writing, directly with the Professional(s) regarding the termination of their engagement, at any stage of the offboarding process, without prior consultation with the Provider. The Client shall comply with the Provider’s assessment and follow its procedural recommendations regarding such termination, in accordance with this section;
Economic compensation – Severance pay. This sub-clause (e) applies solely to Professionals engaged under the EOR structure. A severance bonus or a project termination compensation may be required upon termination of a Professional to ensure compliance with local labor laws and regulations. The Client acknowledges and agrees that all related termination costs, including but not limited to statutory or contractual severance pay or compensation, payment in lieu of notice, accrued leave, prorated salary, and any other compensation entitlements, shall be borne exclusively by the Client. Such costs shall be invoiced by the Provider upon or following completion of the Professional’s offboarding, and the Client shall pay each such invoice within 5 business days of receipt. Any invoice for termination costs that remains unpaid beyond that period shall be subject to the late payment penalties set out in the Payment subsection of this Agreement, and any deposits, prepayments, or financial guarantees held by the Provider may be applied by the Provider against such unpaid amounts without prior notice to the Client, provided that such application constitutes a genuine pre-estimate of the Provider’s loss and harm arising from the Client’s non-payment, in accordance with the Civil Transactions Law of the Kingdom of Saudi Arabia.
Extra termination costs. All termination costs and any final payments due to the Professional(s) shall be exclusively borne by the Client. Where applicable, any outsourcing of offboarding procedures to external partners or consultants shall be considered part of these termination costs. In the event the Professional(s) contest the termination, or if the termination is deemed wrongful due to the Client’s actions or omissions, all related litigation costs, including any fees, penalties, damages, and other applicable costs, shall be solely borne by the Client. Additionally, a 1-month services fee may apply. The Provider will claim reimbursement from the Client for any such termination or litigation costs that the Provider pays upfront.

Material Breach. Any non-compliance with the obligations set herein this section shall be deemed as a material breach of this Agreement by the Client.

Survival. The obligations set forth in this section shall survive the termination of the business relationship between the Parties. Furthermore, in the event the Professional(s) require any final payment after the project termination (typically relating to expenses reimbursements), the Provider will invoice the Client for the relevant amount, and an additional 1-month services fee may apply.

03. Term – Termination

Term. The term of this Agreement shall commence on the Effective Date, as set out in the applicable Proposal, and shall remain in full force and effect until the occurrence of a stipulated termination condition and the full completion of all settlements and payments.

Termination for Cause. Either Party may terminate this Agreement for cause, by giving 30 calendar days’ prior written notice to the other Party, without the need for a judicial order, upon the occurrence of any of the following events: (i) any of the Parties is placed into examinership or receivership, into liquidation, or becomes insolvent; or (ii) where any event occurs, or circumstance arises which gives the Provider reasonable grounds to believe that the Client will be unable to fulfill its payment obligations under this Agreement and/or any Proposal. Furthermore, in the even of failure to pay on time by the Client, the Provider may terminate this Agreement for cause, with immediate effect, without the need for a judicial order, if the owed amounts remain unpaid at the expiration of 10 calendar days after notice pursuant to Clause 04. Payment – Services – Failure to Pay.

Termination for Breach. In the event a Party materially breaches this Agreement and/or any Proposal and fails to rectify the breach within 10 calendar days of receiving written notice of the breach, the non-breaching Party may terminate this Agreement and/or any Proposal upon written notice, without the need for a judicial order.

Cross-Default and Global Suspension. Each Proposal, Statement of Work, Work Order, or Service Addendum (each an “SOW”) executed under this Agreement forms an indivisible part of a single commercial relationship between the Parties. If the Client commits a material breach, fails to pay, pays late, or repudiates in writing any material payment obligation without a legitimate legal basis under any single SOW or in relation to any single Professional, the Provider will issue a written notice identifying the specific default (the “Cure Notice”). If the Client does not cure the default within 3 business days of receiving the Cure Notice, that default will automatically constitute a material breach under this Agreement and across all outstanding SOWs simultaneously (a “Cross-Default”), without the need for a judicial order. Upon a Cross-Default, the Provider may, without further notice, at its sole discretion, and without the need for a judicial order: (i) suspend its obligations under any or all SOWs; (ii) declare all outstanding amounts immediately due and payable; (iii) apply any deposits, prepayments, or financial guarantees held by the Provider against any amounts owed, such application constituting a genuine pre-estimate of the Provider’s loss and harm in accordance with the Civil Transactions Law of the Kingdom of Saudi Arabia; and (iv) terminate any or all SOWs. These remedies are cumulative and non-exclusive, and the election of one does not waive any other. The Provider shall exercise these remedies in good faith and in a manner proportionate to the nature and gravity of the Client’s default, consistent with the mandatory provisions of the Civil Transactions Law. For the avoidance of doubt, a Cross-Default operates solely at the commercial level between the Parties and does not authorize the interruption of payroll, benefits, or any statutory or contractual entitlement, if any, owed to any Professional. The Provider’s local entities remain bound by all applicable employment law obligations, where applicable, toward each Professional until offboarding has been fully completed in compliance with applicable law.

Termination for Any Reason. Either Party may terminate this Agreement and/or any SOW for any reason by giving 60 calendar days’ written notice to the other Party, without the need for a judicial order. The giving of such notice does not release the Client from any obligation accrued or accruing under this Agreement or any SOW prior to or during the notice period, including without limitation all Services Fees, termination costs, and Professional offboarding obligations. The 60-calendar-day notice period runs concurrently with any applicable Professional notice or offboarding period, if any, required under local law or the terms of the Professional’s engagement, and does not extend or replace it. The Client remains liable for all Services Fees and associated costs incurred during any Professional’s notice or offboarding period, even where such period extends beyond the 60-calendar-day contractual notice period.

Effect of Termination. Upon receipt of the notice of termination, the Parties shall initiate the termination of this Agreement in a manner that complies with all applicable laws and regulations and that shall keep protecting the business interests of the Parties. For the avoidance of doubt: (i) the Client remains liable for all Services Fees and associated costs during any Professional’s notice or offboarding period, if any, under local law or the terms of the Professional’s engagement, regardless of the contractual termination date; (ii) the Provider’s obligations toward the Client under this Agreement do not cease until all Professionals have been fully offboarded in compliance with applicable law or the terms of their engagement, as relevant, and all related costs have been invoiced; and (iii) any residual balance of deposits, prepayments, or financial guarantees held by the Provider will be released to the Client only after all outstanding invoices, termination costs, and other amounts owed under this Agreement and all SOWs have been settled in full.

04. Payment – Services Fees

Services Fees. In consideration of the performance of the Services, the Client agrees and undertakes to pay the Provider the monthly services fees as set forth in the applicable Proposal(s) (the “Services Fees”) and all fees relating to any ad hoc services that the Client may have requested to be performed by the Provider.

Engagement Cost. The Client agrees to pay the Provider the total cost associated with engaging the applicable Professional(s), including all applicable compensation, statutory or mandatory contributions, and insurance costs arising from or related to such engagement, in each case to the extent applicable under the terms of the applicable Professional’s(s’) engagement.

Payment. The Client agrees to pay all Service Fees invoices issued by the Provider within 5 calendar days of receipt, unless otherwise required by law or operational needs.

Late Payment. In the event the Client fails to make a payment on time, the Client acknowledges that the Provider will incur additional administrative costs and financial harm. As a pre-estimate of such harm, the Client shall pay a fixed administrative fee of USD 299 for each invoice that remains unpaid beyond the payment term period. Furthermore, if the payment is delayed beyond 30 days, the Client shall compensate the Provider for any actual proven damages or loss of profit resulting from the delay, as permitted under the Civil Transactions Law. The administrative fee and compensation for actual damages described in this subsection constitute a genuine pre-estimate of the Provider’s loss arising from late payment, in accordance with the provisions on agreed compensation under the Civil Transactions Law of the Kingdom of Saudi Arabia.

Clear Funds. All payments must be made in cleared funds, without any deductions or offsets, even if a portion of the amount paid by the Client is required by any banking institution, governmental, fiscal, or other authority. If any deductions are necessary, the Client must ensure the Provider receives the full amount due by paying any additional amounts necessary. This obligation does not affect any right of the Provider to apply deposits, prepayments, or financial guarantees held against amounts owed, as set out in this Agreement, provided that such application constitutes a genuine pre-estimate of the Provider’s loss in accordance with the Civil Transactions Law of the Kingdom of Saudi Arabia.

Payroll and Disbursement Cut-off Date. The Client understands that the Provider’s payroll and/or disbursement cut-off date is fixed at the 5th of each month, unless otherwise agreed in a specific Proposal. In the event it falls on a weekend, it shall be set on the preceding business day. Any modification to the standard payroll process outlined herein must be explicitly requested by the Client and is subject to the Provider’s written approval.

Late Payment – Provider Funding of Professional Compensation. In the event the Provider does not receive payment of the Services Fees on time, the Provider may, at its discretion, advance the funds necessary to disburse the compensation due to the affected Professional(s) on the applicable payment date, without prejudice to the Provider’s right to be reimbursed for such advance and to apply the late payment compensation set out elsewhere in this Agreement.

Late Payment – Pre-Funding Option. The Client may elect to have the Professional(s) receive their compensation within the same month, in which case the Client must confirm invoice payment and agree to pay a 10% service charge applicable to the total gross compensation disbursed.

Ad-hoc/Off-Cycle Requests. The Provider may accommodate off-cycle payroll requests at its sole discretion, provided such requests align with applicable laws, regulations, and the Provider’s internal processing timelines. The Client understands that for each approved off-cycle event, the Client shall pay a supplemental fee equal to 100% of the monthly Service Fees attributable to each impacted Professional.

No Direct Payment. The Client shall not, under any circumstance, make or attempt to make any direct payment to a Professional, whether in the form of salary, wages, bonus, commission, allowance, expense reimbursement, payment in lieu of notice, severance, or any other form of remuneration or benefit, regardless of whether such payment is requested by the Client, the Professional, or any third party. All amounts payable to a Professional in connection with the Services shall be paid exclusively by and through the Provider, in accordance with the Payment subsection of this Agreement and the Deposit subsection of this Agreement. Any direct payment made by the Client in breach of this subsection shall be deemed a material breach of this Agreement, without the need for a judicial order, and the Client shall remain fully liable to reimburse the Provider for any resulting Loss, including without limitation any tax, social security, or regulatory exposure arising from such payment. The Client acknowledges that circumventing the Provider’s payment channel undermines the good faith obligation set out in the Good Faith subsection of this Agreement.

Failure to Pay. In the event of non-payment, the Provider reserves the right (i) to suspend the performance of its obligations under this Agreement, without prejudice to other available remedies, or (ii) to terminate this Agreement, provided that it has promptly notified the Client in writing that this Agreement is being terminated for non-payment should the amount remain unpaid at the expiration of 10 calendar days. The Client understands and agrees to reimburse the Provider for all reasonable costs of collection, including attorney fees.

Payment Method. Upon receipt of applicable invoices, the Client undertakes to provide the due payments on time, via bank transfer. Exceptionally and upon the Provider’s prior written approval, payment via banknotes and checks may be accepted. Furthermore, Bank Acceptance Bills, Commercial Acceptance Bills, and cash are not accepted as payment methods. Alternatively, the Provider may collect amounts due under this Agreement by ACH direct debit entry to the bank account designated by the Client. Upon activation of Auto-pay through the Provider’s platform, the Client agrees to be bound by the Nacha Operating Rules as they apply to ACH debit entries. ACH debits will be initiated in accordance with the Auto-pay authorization separately provided by the Client through the Provider’s platform, including the advance notice and cancellation terms set out therein.

Exchange Rate. Exchange rate is updated monthly and calculated at the exchange rate prevailing on the invoice date. The Provider may use bank, market or payment providers’ rates as FX invoice rate, depending on the case.

05. Deposit

Meaning and Purpose. Provider will charge a specific fee per Professional (the “Deposit”). All Deposits paid by the Client, whether calculated per Professional or per SOW, are held by the Provider as a unified, global security fund (the “Security Pool”) to secure the performance of all of the Client’s obligations under this Agreement and any outstanding SOWs. The Security Pool will be held by the Provider until the termination of all applicable Professional(s)’ engagement, subject to the Provider’s rights of application as set out in this Section. The Deposits constitute contractual prepayments held by the Provider subject to a contractual obligation to account, and do not create a trust relationship over any funds. The Client has no proprietary interest in any specific funds held within the Security Pool. The Provider shall not be obligated to commence any or all of the Services until the applicable Deposit is paid in full.

Calculation. The amount of the Deposit will be stated in each specific Proposal(s). The Provider may, from time to time, increase the Deposit based on relevant changes to the terms of the Professional(s)’ engagement (including, but not limited to, and upon relevancy: payment increase, accumulating seniority, notice period increase, etc.).

Payment. The Deposit per Professional(s) will be included in a separate invoice (the “Debit Note”). The Client shall pay such Deposit invoice within 5 calendar days of receipt. Any increase will be documented and included in a further debit note.

Unified Security Pool and Right of Application. The Provider is expressly authorized, at any time and without prior notice to the Client, to apply any balance within the Security Pool to satisfy any unpaid invoices, overdue amounts, severance obligations, payment in lieu of notice, accrued entitlements, indemnity obligations, or any other amounts owed by the Client under this Agreement or any SOW, regardless of the specific Professional or jurisdiction for which a Deposit was originally calculated. Such application constitutes a genuine pre-estimate of the Provider’s loss and harm arising from the Client’s non-performance, in accordance with the provisions on agreed compensation under the Civil Transactions Law of the Kingdom of Saudi Arabia. The Client expressly waives any right to assert that any Deposit is ring-fenced or restricted to the Professional or SOW for which it was originally paid. If the Provider exercises this right of application, the Client shall replenish the Security Pool to its fully required level within 2 business days of written demand from the Provider. Failure to replenish within that period shall constitute a material breach of this Agreement. The Provider will notify the Client in writing at the time of any application, itemizing the amounts applied and the obligations satisfied. The Provider shall exercise this right in good faith and in a manner proportionate to the Client’s default, consistent with its obligations under the Civil Transactions Law.

Forfeit. In the event an invoice remains past due for more than 60 calendar days, the Client understands and agrees that any balance remaining in the Security Pool after full exercise of the Provider’s set-off rights will be permanently forfeited, while the overdue amount remains due and payable. The forfeiture amount constitutes a genuine pre-estimate of the Provider’s administrative costs, loss of revenue, and operational harm arising from the Client’s sustained non-payment, in accordance with the provisions on agreed compensation under the Civil Transactions Law of the Kingdom of Saudi Arabia. For the avoidance of doubt, forfeiture of the Security Pool balance does not limit or satisfy the Provider’s right to recover any outstanding amounts owed under this Agreement or any SOW.

Refund. Any unused portion of the Deposit will automatically be refunded to the Client within 30 calendar days following the last payment to the applicable Professional(s), as long as all matters and invoices related to the termination of the Professional(s) have fully been settled.

06. Warranty

Contractual Autonomy. Both the Client and the Provider warrant that they have the necessary power and approval to enter into this Agreement. They further warrant that are acting entirely free from any kind of influence, interference, pressure, financial or otherwise, duress or undue influence from any third-party whatsoever.

Contractual Performance. Both the Client and the Provider warrant that they have thoroughly read and understood every clause in this Agreement; that they are not aware of anything in their reasonable control which will or could have an adverse effect upon their ability to perform their respective obligations hereunder; and that they commit not to do anything to hinder or affect the execution of the other Party’s obligations under this Agreement.

07. Indemnification

Loss. Only to the extent that the Client has promptly notified the Provider in writing of such claim, the Provider will defend, indemnify and hold harmless the Client from and against any and all costs, charges, liability, expenses or loss of any type, including attorneys’ fees (collectively, “Loss”), arising out of any third– party claims against the Client arising from (i) the Provider’s breach of its obligations in performing the Services; or (ii) the gross negligence or willful misconduct of the Provider, which does not include the gross negligence or willful misconduct of the Professional. The Provider shall work together with the Client as to the strategy and resolution of any claim. The Client will have the right to participate fully, at its own expense, in the defense of the applicable claim with counsel of its own choosing. Only to the extent that the Provider has promptly notified the Client in writing of such claim, the Client agrees to indemnify and hold harmless the Provider for any Loss sustained from a third–party claim made against the Provider for (i) the Client’s breach of its obligations under this Agreement; or (ii) the gross negligence or willful misconduct made by the Client.

Consent to Settlement. The indemnifying Party may not, except with prior written consent of the indemnified Party, enter into any settlement of an indemnified Claim that imposes a direct financial liability on the indemnified Party or includes an admission of fault by the indemnified Party.

08. Limitation of Liability

Indirect Loss. To the full extent permitted by law, neither Party shall, under any circumstances, have any liability to the other Party for any loss of business, loss of profits, loss of reputation or goodwill or for any other form of indirect or consequential loss, whether arising from negligence, breach of agreement, tort, breach of statutory duty or otherwise, notwithstanding of any notice by the other Party of the probability of any such indirect or consequential loss.

Misinformation from the Client. The Provider shall not be held responsible for any incomplete, inaccurate, fake and/or false information or document provided by the Client and relied upon by the Provider in its performance of its obligations under this Agreement.

External Factors. The Client understands and agrees not to hold the Provider liable for any delay caused by any third-party or external factors, such as postal services, local authorities, public holidays, etc. that are beyond the reasonable control of the Provider.

Amount Limitation. The Parties’ respective liability arising out of this Agreement, whether in contract, tort, or under any other theory of liability, will be limited to the greater of (i) the total Service Fees paid to the Provider, or (ii) the total Service Fees invoiced and outstanding (i.e., owed but unpaid), for the Services giving rise to the claim in the 12 months preceding the event giving rise to the liability.

Liability Exclusions. Without prejudice to Clause 07. Indemnification of this Agreement, the Client understands and agrees that the Provider cannot, under any circumstance, be held liable for any Loss, whether direct or indirect, arising from (i) the identification of a Permanent Establishment in relation to the performance of the Services, (ii) a Direct Employment Claim, or (iii) a claim related to the classification of the Professional as a contractor or an employee, provided that such claim arises through no breach of this Agreement by the Provider or its fault, (iv) the negligence or misconduct of a Professional, or (v) a claim concerning discrimination of a Professional by the Client. For the purposes of point (ii) above, Direct Employment Claim is defined as a claim that aims to identify the existence of a direct employment relationship between the Client and a Professional, or (vi) any regulatory classification, administrative finding, fine, or penalty arising from the Client’s failure to adhere to the Provider’s operational requirements and safeguards as communicated under this Agreement, or from the Client’s actions or omissions that cause the arrangement between the Parties to be characterized by any authority or court as falling outside the scope of the Services as defined herein. For the purposes of point (v) above, the Client agrees not to discriminate against any Professional on the basis of race, color, religion, gender, sexual orientation, gender identity or expression, national origin, age, genetic information, disability, or any other characteristic protected by all applicable laws and regulations.

09. Force Majeure and Exceptional Circumstances

Interpretation. Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure results from an unpredictable and irresistible event beyond the Parties’ control, including but not limited to natural disasters, epidemics, civil disturbances, war, or government acts (a “Force Majeure”). Furthermore, this includes exceptional circumstances of a public nature that were unforeseen at the time of contracting which, while not making performance impossible, render the performance of an obligation so burdensome as to threaten the debtor with a heavy loss (an “Exceptional Circumstance”).

Response. The Party affected by an event of Force Majeure or an Exceptional Circumstance shall immediately notify the other Party in writing and shall take all reasonable endeavors to minimize and avoid the effects of the event. In the case of Force Majeure, performance of the affected obligations shall be suspended for the duration of the event. In the case of an Exceptional Circumstance, the Parties shall negotiate in good faith to adjust the burdensome obligation to a reasonable level; if no agreement is reached within 30 days, either Party may refer the matter to the dispute resolution process defined in this Agreement to restore the contractual balance.

10. Personal Data Processing

Security of Data. The Provider uses appropriate technical and organizational measures to protect the Client’s Data when processed.

Data Processing. The Client understands that the Provider and its applicable local affiliated entities will process Personal Data in accordance with applicable data protection laws and the Data Processing Addendum. Additionally, the Client shall ensure that any Personal Data is collected lawfully in accordance with all applicable laws and regulations.

11. Confidentiality

Interpretation. The term “Confidential Information” means all information that relates to past, present, and future creation, research, development, and business activities of each Party, their parents, subsidiaries or affiliated companies, and their respective customers, suppliers and other third-party business partners, if any (collectively the “Disclosers”), and all information relating to the Disclosers’ business operation, including, but not limited to, their respective trade secrets, trade knowledge, formulae, processes, business plans, systems, algorithms, software, data programs, training aids, printed materials, methods, books, records, company files, policies and procedures and any other information that should reasonably be understood as confidential.

Non-Disclosure. The terms and conditions of this Agreement, along with any Confidential Information or material obtained during the scope of this Agreement, are and shall remain absolutely confidential between the Parties and shall not be disclosed to any other person or entity, under any circumstance, during the term of this Agreement and thereafter. Any disclosure in violation of this provision shall be deemed as a material breach of this Agreement. Furthermore, the Provider will ensure any applicable Professional will not disclose any information created, modified or developed by them for and on behalf of the Client as such information shall belong exclusively to the Client.

Exclusion. Confidential Information shall not include any information that is or became any of the following: (i) necessary to be shared such with the receiving Party’s representatives, accountants attorneys, or employees that have a need to know such information as required to accomplish the purpose of this Agreement; (ii) in the public domain through no fault of or breach of this Agreement by the receiving Party; (iii) lawfully possessed by the receiving Party, from a third party, prior to receiving it from the disclosing Party; (iv) independently developed by the receiving Party without making use of the Confidential Information; (v) approved in writing for disclosure by the disclosing Party; (vi) rightfully known by the receiving Party from a third party without a duty of confidentiality to the disclosing Party; or (vii) required to be disclosed in a judicial or administrative proceeding or is otherwise requested or required to be disclosed by law or regulation.

Intellectual Property Ownership. Each Party retains ownership of all intellectual property over its materials existing at the time of the execution of this Agreement. For the purposes of this clause, “materials” shall include, but not limited to, all writings and tangible assets, such as any electronic data, ideas, inventions, designs, formulae, that have been made, invented, discovered, designed, developed, or implemented by or otherwise come into their possession during the term of this agreement. Unless otherwise agreed upon in writing, neither Party licenses the use of any intellectual property it owns to the other Party through the term of this Agreement. The Provider further agrees that it shall not have any interest in any materials, invention, copyright or any other intellectual property created by the Professional(s) engaged under the COR or EOR structure. All such rights, titles and interests shall be considered as and remain the Client’s sole property.

Assignment of Intellectual Property. The Provider shall have no ownership interest of any kind in any materials, inventions, copyrights, or other intellectual property developed or created by a Professional engaged under the COR or EOR structure; any such rights, title, and interest are intended to vest in or be assigned to the Client, whether directly by the Professional or through the Provider, to the extent provided under the Professional’s engagement documentation. The Provider may take all reasonable affirmative steps to help secure the Client’s intellectual property and confidentiality position, including, where standard and where amendment is achievable under the terms of the applicable engagement documentation and local laws and regulations, the inclusion of intellectual property assignment provisions. The Provider further agrees that it shall, at the request of the Client, use commercially reasonable efforts to (i) cooperate with and assist the Client in maintaining, protecting and enforcing the Client’s rights; (ii) execute and deliver any documents and/or take actions reasonably necessary to assist the Client upon the registration of such rights. However, under no circumstances shall the Provider be liable for any lack of cooperation or infringement of such rights by the Professional(s), and any costs, fees, or penalties, related to the assignment of the intellectual property, or its maintenance, protection or enforcement, are exclusively the responsibility of the Client.

Return of Confidential Information. Upon termination of this Agreement or upon written request of the Client, the Provider will ensure any Confidential Information, notwithstanding the fact that any applicable Professional may have created, developed, or contributed to the creation of such Confidential Information during their engagement to the Client, shall be returned to the Client, except to the extent that the Provider is required by law to retain such confidential information or that its legal department requires to retain on legal copy of the Confidential Information, provided that the Provider shall continue to be bound by its obligations under this section.

12. Non-Solicitation

Non-Solicitation. During the term of this Agreement, and for a period of 12 months following its termination, the Client agrees not to, directly or indirectly, induce, solicit, persuade, recruit, or hire any personnel of the Provider involved in the negotiation, execution and/or performance of this Agreement and respective Services, without the Provider’s prior written consent. For the avoidance of doubt, such provision is not applicable to the Professional(s) engaged by the Provider pursuant to the performance of Services hereunder.

13. Governing Law – Dispute

Governing Law. This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws and regulations of the Kingdom of Saudi Arabia.

Dispute. If any claim, dispute, controversy or discrepancy arises out of or in connection with this Agreement, including its existence, validity, or termination (a “Dispute”), the Parties may, by mutual written agreement, attempt to settle such Dispute through amicable mediation, consistent with their good faith obligations under this Agreement. Mediation is strictly optional and shall not operate as a condition precedent to the commencement of arbitration. Either Party may initiate final and binding arbitration at any time by filing a notice of arbitration. The Dispute shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC”) in force at the date of filing of the notice of arbitration, by 1 arbitrator appointed in accordance with the said Rules. The arbitration shall take place in Riyadh, Kingdom of Saudi Arabia. The language of the arbitral proceedings shall be English. The arbitral award shall be in writing, and be final and binding on the Parties. Where a Dispute is found by the arbitral tribunal to have been initiated or prolonged in breach of the good faith obligation under this Agreement or without a legitimate legal basis, the tribunal is requested to consider awarding legal costs, including legal fees and arbitration costs, against the Party responsible, notwithstanding the ICC’s default cost rules. Nothing in this clause restricts either Party from seeking emergency, interim, injunctive, or conservatory relief from the ICC emergency arbitrator under Article 29 of the ICC Rules or any competent authority of the Kingdom of Saudi Arabia at any stage of the Dispute.

14. Entirety

Entire Agreement. This Agreement constitutes the entire agreement between the Provider and the Client with respect to the subject matter hereof, and supersedes any and all prior agreements or representations, whether written or oral, relating to the subject matter hereof. All Proposal, Addendum or Amendment agreed and executed by the Parties, or any supplementary agreement executed by the Client in connection with this Agreement, shall form an indivisible and integral part of this Agreement, and have the same legal effect. Any ad hoc document or Specification shall not prevail over this Agreement.

Modification. From time to time, the Provider may modify this Agreement. The Provider will use reasonable efforts to notify the Client of any significant change through communications via the Client’s email or other means.

15. Responsible Business Practice

Anti-Bribery. The Provider complies with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption. The Provider shall not offer, promise, give, request, or accept any bribe, or engage in any activity that could be construed as an act of bribery or corruption in connection with the performance of this Agreement.

Anti-Money Laundering. The Provider complies with all applicable laws and regulations related to anti-money laundering, and shall not engage in any activity that could be construed as money laundering.

Human Rights and Labor Practices. The Provider adheres to all applicable laws and internationally recognized standards concerning human rights and labor practices, including those prohibiting forced labor, child labor, and discrimination.

16. Miscellaneous

Severability. In the event this Agreement is not consistent with any newly established local mandatory stipulations such as laws, regulations, provisions or policies, the new laws, regulations, provisions or policies shall prevail. Without any effect on the remaining parts of this Agreement, which shall survive and be reasonably construed to carry out the intent of the Parties as evidenced by the terms herein, any disposition, or part thereof, that becomes illegal or unenforceable shall be null and void, and replaced with an enforceable clause, which conforms as nearly as possible with the original intent of the Parties, without any effect on the remaining parts of this Agreement.

Language of the Agreement. This Agreement is concluded in the English language, which shall be the sole and exclusive language used for the interpretation, construction, and performance of this Agreement. All notices, correspondence, and documentation relating to the relationship between the Parties shall be conducted exclusively in English. The Parties hereby waive any right they may have under any applicable law to have this Agreement written in or interpreted into any other language, and in the event that a translation of this Agreement is prepared for any purpose, the English version shall prevail in all circumstances.

Authority. Each individual signing this Agreement on behalf of a Party hereby represents and warrants that they are duly authorized to execute and deliver this Agreement on behalf of such Party, in accordance with the Party’s Commercial Registration or a valid Power of Attorney, and that this Agreement constitutes a searchingly binding obligation of such Party enforceable in accordance with its terms.

Independence. The Parties are independent from each other and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between them. Neither Party will have the power to bind the other Party or to incur any obligations on its behalf without the other Party’s prior written consent

Publicity & Marketing. Unless otherwise instructed in writing, the Client grants the Provider permission to use its name, logos, symbols, and trademark, in any of the Provider’s marketing and advertising materials, including but not limited to websites, social media, press releases, case study, print pieces and brochures. The Client may revoke such authorization by giving the Provider a 30-calendar-day advance written notice.

Notice. All notices and communications given under this Agreement must be in writing and will be delivered through communications via the Parties’ email, a nationally recognized overnight courier service, or certified or registered mail (postage prepaid, return receipt requested) to the respective addresses specified in this Agreement.