Cloud Solutions Services Agreement

“Authorized User”: Means any natural person designated by Client to have access to the Services on behalf of Client.

“Commencement Date”: Means the date of:

1- For Licenses means the activation date,

2- For Colocation, the signing of this contract;

3- For VMs, the successful access provision for VMs, or

4- For Professional services the start of the execution of the Services stated in the scope of work.

“Confidential Information”: Includes, without limitation all software, information, data, ideas, manuals, concepts relating to marketing methods, products, developments, business and financial affairs, suppliers, Clients, techniques, trade secrets including without limitation designs, configurations, plans, equipment and operational procedures related to the Parties and know-how and any other information clearly designated by the disclosing Party as confidential information.

“Client Data”: Means information created by the Client or its Authorized Users.

“Force Majeure Event”: Means any event beyond the reasonable control of a Party including, without limitation acts of God, war (whether or not declared and whether or not affecting the Parties’ countries of domicile), riot, civil commotion, acts or omissions of any other Party, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, power failure or breakdown of plant or machinery, flood, storm, difficulty or increased expense in obtaining Licenses, utilities workers, materials or transport or other circumstances affecting the supply of Products and services or of raw materials.

“Initial Term”: Means the period from the Commencement Date until the Expiry Date.

“Intellectual Property”: Means each Party’s patents, business model unpatented inventions, design rights, copyrights (including, without limitation, rights in computer software), rights in databases, topography rights, trademarks, service marks, trade names, rights in trade secrets, know-how and all other intellectual property rights of any nature whatsoever, and all rights of a similar nature or having similar effect, throughout the world whether registered or unregistered and including all applications and rights to apply for any of the same;

“ODP”: Means ODP’s respective affiliates, co-ventures, partners, its and their contractors and subcontractors of any tier, and the shareholders, directors, agents, employees, and representatives of each.

“Client”: Means Client’s respective affiliates, co-ventures, partners, its and their contractors and subcontractors of any tier, and the shareholders, directors, agents, employees, and representatives of each.

“Payment Date”: Means in respect of any Charge or other amount the thirtieth (30th) day following the date of the relevant invoice from ODP.

“Renewal Term”: Means any term beyond the Initial Term or previous Renewal Term for which this Agreement is renewed in accordance with Clause 2;

“Services/Supplies”: Means the Services as described in the Statement of Work and such other services as ODP agrees to provide in accordance with this Agreement;

“Service Commencement Date”: Means the date following inspection and acceptance by Client that the Site/service provided by ODP as part of the respective Statement of Work is ready for the Client to locate and commission IT equipment including but not limited to servers, application, storage and network switches etc.

“Site/ Premises”: Means the ODP Data Centers.

“Statement of work”: Statement of Work (SOW) as set out in Schedule A.

If this Agreement has not been terminated or notice of

termination has not been given by the Client not less than three (3) months prior to the expiry of the Initial Term or Renewal Term (as the case may be), then this Agreement will be renewed automatically for a further term with the same Terms and Conditions in accordance with the property rental renewal laws imposed in Oman.

It is the Client responsibility to stop the usage of the Services. Any extra usage will be charged in accordance with the Omani rental laws; and this includes:

– Client responsibility to turn off the Virtual Machines (VMs) to stop the usage of the VM Services and;

– Client responsibility to evacuate the colocation premises to stop the usage of the colocation Services;

In all circumstances upon the expiry of this Contract, should the Client elect not to renew the Contract and continues its benefit from the services beyond the contract duration, ODP reserves the right to increase its rates by 10% regarding the used services beyond the Contract term. For ad hoc services without a renewed or active contract, the rates will be higher than the current existing rates under this contract by 10%.

3.1. Payment of Charges: In consideration of the performance of Services under this Agreement, the Client shall pay all Charges to ODP in accordance with the Statement of Work document. All prices are exclusive of Tax and shall be paid in Omani Riyals following the Service Commencement Date. If as a result of any new legislation or extension/change in application of the existing law or interpretation thereof, any additional sums become payable by ODP in respect to personal, corporate taxes, Custom duties, or any other duties or levies, to any authorities of country of operation or elsewhere, not enacted at the submission of the Agreement , then ODP shall be entitled to adjust its rates and prices with Client, in a way that ODP does not incur an additional economic burden directly attributable to the Agreement and associated with such tax change.

3.2. the Parties agree that ODP shall have the right to request price adjustments every year from the Commencement Date to address the increase in costs associated to the procurement and delivery of products, consumables and services under the contract. Such items shall include:

– Labor;

– Transportation and/or logistics;

– Cost of equipment, licenses, commodities including connectivity cost;

– Any other third-party costs including Utilities cost (cooling, water, Electricity) necessary to perform the scope of work.

Adjustment to the rates and prices for the items listed above shall be made based on the most applicable indexes and/or other mutually agreed mechanism. All price adjustments shall be agreed and executed by the Parties in an amendment or variation order and will replace the current rates and prices.

3.3. Payment Terms: Except as otherwise expressly provided in this Agreement or the Scope of Work, any Charge

or sum due to ODP under this Agreement will be due in advance for the total value of the Agreement and payable within thirty (30) Business days from receipt by the Client of a properly issued and accurate invoice setting out in reasonable detail the Services to which the invoice relates (including, without limitation, copies of all supporting documentation)

3.4. Consequences of Late Payment: If the Client defaults in the payment when due of any sum payable by it under this Agreement and if the payment is not received two (2) Calendar months from the date of Invoice then, ODP reserves the right to suspend the provision of Services, and, upon notice in writing to the Client, to terminate the provision of Services 30 days following receipt by the Client of notice further notice to make payment if the Client has not made payment.

3.5. Late Payment Penalty: The balance of any amount which remains unpaid more than thirty (30) days after it is due date, ODP shall accrue from the client late penalty until paid at the rate equal to the (1.5%) per day for each delayed day. However, in no event shall this interest provision be construed as a grant of permission for payment delays.

3.6. Disputed Charges: Invoice disputes shall be raised within ten (10) working days of invoice date (“Dispute Period”). Charges not disputed within the Invoice Dispute Period shall be deemed to be approved for payment. If any portion of an amount due to ODP hereunder is subject to a bona fide dispute between the Client and ODP, the following provisions will apply:

3.6.1. The Client shall pay to ODP all amounts not disputed in good faith by the Client by the Payment Date above.

3.6.2. There shall be no right to offset any Charges against other invoices.

3.6.3. Within five (5) business days after ODP’s receipt of such notice from the Client, the Parties will negotiate in good faith pursuant to the provisions of Clause 13 to reach settlement on any items that are the subject of the dispute.

Termination for Breach of Services and or SLA: Client has the right to terminate the Contract upon written notice to ODP where ODP is in breach of its obligations under this Contract (including breach of the SLA) if ODP has failed to remedy any breach and/ or SLA thirty (30) days following receipt of a notice from the Client to remedy such breach.

Termination for Breach of Client obligation : ODP has the right to terminate, suspend and/or carry investigation with any breach of Client obligation and if the investigation proved that the breach occurred due to the client act or omission then the Client shall pay the investigation fees in addition to any third party claims or ODP’s other Clients claims which are raised due to a failure which occurred due to the Client’s breach of its obligation. Further, the Client shall be liable to pay ODP the cost for any work that is already done and/or incurred by ODP as well as the committed payment for the whole duration of the Contract.

Post Termination: Client is liable for any extra charges and/or liabilities regarding the disposal, extract, transfer, safeguard and/or loss of the Client data and/or property after the

termination or expiry of the contract. ODP will only grant the Client access for thirty (30) days following termination to dispose, extract, transfer, safeguard any of the Client’s data.

Upon the expiry of this Contract, should the Client elect not to renew the Contract and continues its benefit from the services beyond the contract duration, ODP reserves the right to increase its rates by 10% regarding the used services beyond the Contract term. For ad hoc services without a renewed or active contract, the rates will be higher than the current existing rates under this contract by 10%.

Variation Order: Means any upgrades, implementations, customizations, additions, reductions and/or alterations requested by the Client, either with cost or without cost shall be made by mutual agreement between both Parties. Where the Variation Order will affect any ongoing and/or previously procured Services and/or Products, the Client waives all its penalties, loss of usage, downtime, loss of licenses which may occur due to such change on the ongoing and/or previously procured Services and/or products.

6.1. Consequential Loss and Loss of Profits: Neither Party will be liable to the other for:

Loss of profits, loss of data, loss of use, loss of business, loss of revenue, loss of goodwill, loss of records, cost of substitute products or services or anticipated savings; and/or Indirect, incidental, punitive or consequential loss or damage.

6.2. Direct Damages: The aggregate liability of ODP whether arising from negligence, misrepresentation, breach of contract or otherwise, (including, without limitation, the Intellectual Property Indemnity will not exceed, for all claims the aggregate amount equivalent to the amounts paid by Client to ODP for 6 months’ service provision under this Agreement.

6.3. Third Party Claims: Each Party will indemnify and defend the other Party in respect of any claim or action made by any Affiliate or third party against the other Party arising out of a breach by the indemnifying party of its obligations under this Agreement.

6.4. Software and Hardware: Software and Hardware supplied by ODP and manufactured by ODP vendor as well as the deployment, support and maintenance services related to such hardware or Software are accepted by the Client “As Is” and under no warranty from ODP. However, ODP will pass any warranties received from ODP’s vendor for ODP to the Client, and the Client agrees that this is its exclusive remedy provided by ODP.

6.5. Testing: All Testing reports and information provided by ODP to the Client during the Term in relation to the subject matter of this Agreement is the benefit of its best judgment based upon its experience interpreting information and making recommendations, either written or oral, on logs, tests or other data, type or amount of material or service required, manner of performance or prediction of results. ODP’s interpretations, recommendations and predictions are its opinion only.

As such, no warranty is given and ODP will have no responsibility for, the accuracy, correctness or completeness of any log, test or other data, the design, engineering, performance, or effectiveness of products, or supplies used, data (including software models), recommendations given, interpretations or any other results provided or derived on the Work. ODP has no responsibility for loss or damage arising from the results and/or recommendations suggested by such Work, nor is the Work intended to provide the basis for any decisions subsequently made by the Client which are the Client’s sole responsibility. the Client is solely responsible for their use and reliance on the work, including all decisions and actions on its operations. Client waives, defend, indemnify and hold harmless ODP from and against all Claims arising on the use of the work.

Client shall be responsible and liable for the acts and omissions of its Authorized Users, including any unauthorized access by third parties caused by Client’s or its Authorized Users’ loss or disclosure of account credentials or passwords.

7.1. Client Obligations:

7.1.1 All accounts and Authorized User access details must be kept secure and confidential.

7.1.2. Client must promptly notify ODP and maintain as confidential any information about:

(i) possible Security Incident caused by the act or omission of Client and/or an Authorized User;

(ii) any security vulnerability of the Services discovered by Client and/or an Authorized User; and/or

(iii) suspected misuse of the Services by Client and/or an Authorized User.

7.1.3. Neither Client nor any Authorized Users:

7.1.3.1. will use the Services: to violate the rights of others (including other ODP Clients or subcontractors using the services); to stalk, harass, threaten or harm another; to pretend to be any person or entity they are not; to post, send, transmit or otherwise make available any unsolicited communication or any communication that may be libelous, defamatory, disparaging, pornographic, obscene, or otherwise illegal; to plan or engage in any illegal activity or cause harm to any person or property; to gather or store Personal Data of any other user or Client of the Services; to gain or try to gain unauthorized access to or disrupt any service, device, data, account, or network; to distribute malicious software; or otherwise in a way that could harm the Services, or impair anyone else’s use of same;

7.1.3.2. will copy, re-engineer, reverse engineer, or decompile the Services (to the extent the same cannot be restricted by law) or infringe or copy ODP code or content or the design of the Services;

7.1.3.3. will perform any stress, vulnerability, penetration, availability, performance testing on, or otherwise attempt to access, any network, system, server, or computer hosting the Services or introduce any virus or malicious software or similar into the Services without ODP consent;

7.1.3.4. will reproduce, distribute, sell, or resell any Services in any manner or for any purpose.

7.1.4. The Client shall comply with the usage Terms and Conditions of third parties provided Licenses under this scope and shall not use the Services to perform cyber currency or crypto currency mining activities.

7.1.5. Client shall grant ODP The right to Audit and monitor any suspicious activity, and ODP has the right to retain all logs by any method ODP sees fit and such logs will not be accessed unless there is a suspicious activity.

7.1.6 The Client has the liability to train and provide awareness sessions to any of its End Users on digital security.

7.2. The Client shall ensure that all personnel required to enter ODP’s offices or sites in connection with this Agreement shall observe ODP’s guidelines and ODP’s work site specific safety rules and policy as set out by ODP and as may be amended by ODP from time to time. In particular the rules for Personal Protective Equipment (PPE) will be followed. Any required PPE shall be provided by the Client to its personnel at no additional cost to ODP.

7.3. The Client agrees to upgrade any necessary software and/or hardware at their own expense when required. ODP shall not be liable for any consequences, including breaches of the Service Level Agreement (SLA) and/or interruptions in support and maintenance services, resulting from the Client’s failure to perform such upgrades. The Client shall bear all costs associated with the required upgrades, including, but not limited to, purchase and installation expenses.

The Client acknowledges that any required upgrades may impact ongoing and/or previously procured Services and/or Products. Consequently, the Client waives all claims for penalties, loss of usage, downtime, incompatibility of the new version with the Client’s database or applications, and/or loss of licenses that may arise due to such upgrades affecting the ongoing and/or previously procured software, services and/or products by the client.

7.4. The Client acknowledges and agrees that, in the event of unavailability for any reason of any solution, product, and/or service, ODP reserves the right to substitute such solution, product, and/or service with another of comparable functionality and features. Such substitution shall not relieve the Client of its obligations under this Agreement.

7.5. The Client acknowledges and agrees that:

7.5.1. Any Infrastructure as a Service (IaaS) solutions provided directly by ODP shall have data processed within the jurisdiction of Oman.

7.5.2. Any Platform as a Service (PaaS) solutions provided by ODP may have data processed outside the jurisdiction of Oman.

7.5.3. Any Software as a Service (SaaS) solutions may have data processed outside the jurisdiction of Oman.

7.5.4. Any Infrastructure as a Service (IaaS) solutions provided by hyperscalers may have data processed outside the jurisdiction of Oman.

The Client further accepts full responsibility for ensuring compliance with all applicable laws, regulations, and data protection requirements before utilizing such services for any purpose.

ODP shall not be held liable for any legal or regulatory non-compliance resulting from the Client’s use of PaaS, SaaS, or IaaS solutions.

The Client is as owner and controller of the data has to conduct due diligence and implement appropriate measures to safeguard sensitive data and ensure regulatory adherence when utilizing services where data is processed within or beyond Oman’s borders.

7.6. The Client acknowledges and agrees that all implementation, managed services, and/or professional services shall be completed within the agreed timeline. Any delays caused by the Client or its contractors, whether through action, inaction, or omission, shall be at the Client’s expense. ODP reserves the right to charge 500 OMR per day for each additional working day per resource required for the project.

The Client shall provide all necessary approvals and information within two (2) working days of request. Failure to meet this requirement may result in project delays, for which the Client will be financially responsible.

7.7. The Client acknowledges and agrees that for the duration of the agreement, the Client shall provide all necessary software licenses and/ or Licenses required by law or necessary for the performance and fulfillment of the scope of work. These licenses must be provided in advance and in a timely manner. The Supplier shall not be held responsible for any delays or additional costs arising from the Client’s failure to provide these licenses promptly. Moreover, The Client acknowledges and agrees that the duration of the licenses shall commence from the activation date, irrespective of the go-live date, the length of implementation, or any customizations requested by the Client under this Agreement.

7.8. The Client acknowledges and agrees that any fees incurred by third parties, including those required under the scope of work or by law for supply of audits, tests, assessments, certificates, hardware, software, services, and/or permissions, shall be covered by the Client in advance and in a timely manner. The Supplier shall not be held responsible for any delays or additional costs arising from the Client’s failure to cover these fees promptly.

8.1. The Client Protection: Subject to Clause 9.2 below ODP undertakes to indemnify and defend the Client from and against any claim or action to the extent that the Services or any part of them infringe the Intellectual Property of a third party (“ODP IPR Claim”) and will indemnify and defend the Client from and against any losses, damages, reasonable costs (including litigation fees awarded by court) and expenses directly incurred by or awarded against the Client as a direct result of an ODP IPR Claim.

8.2. Notwithstanding the foregoing, ODP will not be liable for Intellectual Property infringement that arises:

(i) out of Client use of ODP’s Work/Services and/or goods in combination with goods or services not provided by ODP;

(ii) where ODP’s Work/Services and/or goods have been specially modified, designed and/or manufactured to meet Client’s specifications;

(iii) out of unauthorized additions or modifications to ODP’s Work/Services and/or goods; or

(iv) where Client’s use of ODP’s Work/Services and/or goods does not correspond to ODP published standards or specifications.

Client shall defend, indemnify, and hold harmless ODP Group against any Claim for alleged infringement of any patent, copyright, or other proprietary right which results from a Claim based on (i), (ii), (iii) & (vi) above. Client will provide written notice to ODP within ten (10) days of receiving service of process or other notice of an impending infringement Claim.

9. CONFIDENTIAL INFORMATION

9.1. Confidential Information: All Confidential Information given by either Party to the other or otherwise obtained (whether prior to or after the entering into of this Agreement and including information disclosed in contemplation of this Agreement being entered into) will be treated by the other Party, its employees, agents and sub-contractors as confidential and will not be used other than for the benefit of the disclosing Party. Each Party agrees to use the same means as it uses to protect its own confidential information, and in any event no less than reasonable means, to prevent the disclosure and to protect the confidentiality of the other Party’s Confidential Information which it has been given or otherwise obtained as set out above. Confidential information that one party provides the other shall be marked with an inscription such as ‘CONFIDENTIAL’ or ‘PROPRIETARY’. In the event such disclosure is initially in the form of oral or visual information and not reduced to writing, it shall be confirmed in a written document within seven (7) days following such a disclosure.

ODP agrees to treat all Data and information hosted and stored in its facility on behalf of the Client as fully confidential and proprietary to the Client. No content will be accessed by ODP and its staff without explicit written approval of the Client.

9.2. Exclusions: The provisions of Clause 9.1 will not apply to any information which:

9.2.1. Is or becomes public knowledge other than by breach of this Clause 9;

9.2.2. Is in the possession of the receiving Party without restriction in relation to disclosure before the date of receipt from the disclosing Party as evidenced through tangible proof or documentation thereof;

9.2.3. Is received from a Third Party who lawfully acquired or developed it and who is under no obligation restricting its disclosure as evidenced through tangible proof or documentation thereof;

9.2.4. Is independently developed without use of the other Party’s Confidential Information as evidenced through tangible proof thereof; or

9.2.5. Must be disclosed by the disclosing Party in the discharge of its obligations to supply information for parliamentary, governmental, or judicial purposes or under the rules or regulations of any applicable stock exchange and in such case the receiving party should inform the disclosing party in advance to allow the disclosing party seeking injunction order against such governmental request.

9.3. Duration: This Clause will remain in full force and effect notwithstanding the termination of this Agreement.

Support Portal:

9.4. Support Tickets

9.4.1. All content submitted by Client and/or its Authorized Users and posted on the Support Portal’s public areas is non confidential and may be accessible by third parties (“Public Content”). If the Authorized User submits any proprietary datasets in connection with a Ticket, that dataset must be provided through use of ODP’s secure file transfer protocol area in the Support Portal (the “Data Exchange”), which will be deemed Client’s Confidential Information. Except for the Data Exchange, communications through the Support Portal are non-confidential.

9.4.2. Client grants ODP a perpetual, non-revocable, world-wide, non-exclusive, transferrable, assignable, license to exploit Public Content and anonymized Ticket information for any purpose.

9.5. Support Portal Registration

9.5.1. Authorized Users may be required to register before accessing portions of the Support Portal, which may require providing personally identifiable information (“Registration”). Client will ensure all information provided for Registration will be true, accurate, current, and complete information.

9.5.2. Authorized Users: (i) will maintain only one active Registration at all times (iii) must keep their Registration current, including reflecting the country of residence and the country from where they access the Support Portal; (iv) keep their access credentials secret and prevent any other person accessing the Support Portal with their access credentials; and (v) promptly report suspected unauthorized access to the Support Portal by emailing ODP

9.5.3. ODP may suspend or terminate a Registration and access to the Support Portal without prior notice if it discovers: (i) any information in the Registration is not true, accurate, current, or complete; or (ii) a violation of the Agreement.

9.6. Forum/Chat Room Conduct Guidelines

9.6.1. The forums and/or chat rooms must not be used (a) for or to promote illegal purposes (b) to transmit unlawful, harassing, invasive of another person’s privacy, harmful, vulgar, obscene or otherwise objectionable content. Violation of this section 9.6. may result in removal of the posted content, termination of a Registration, legal action by ODP and/or a third party, and/or ODP’s termination of the Agreement.

9.6.2. Client assumes the entire risk of use from using forums and/or the content contained therein, including harm to Client’s systems, environment, and/or data. Client waives all rights against and liability from ODP and its Affiliates for use of

forums and/or the content contained therein. ODP is not responsible for the validity or content of any third-party information displayed through the Support Portal (including advice from other Clients) and any third-party information or advice does not form part of Support and Maintenance as provided by ODP.

9.6.3. Client and its Authorized Users are prohibited from violating or attempting to violate the security of the Support Portal, including without limitation: (i) accessing data not intended for Client or accessing or attempting to access a server or account the Client is not authorized to access; (ii) performing any stress, vulnerability, penetration, availability, performance testing on, or otherwise attempt to access, any network, system, server, or computer hosting the Support Portal or introduce any virus or malicious software or similar into the Support Portal; or (iii) sending unsolicited electronic mail or advertising to other users, including promotions or advertising of products or services. Violations of these security rules may result in civil or criminal liability. ODP and its Affiliates have the right to investigate occurrences that they suspect as involving such violations and will have the right to involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

9.6.4. The Client agrees that neither it nor its Authorized Users will collect or store personal data about other users.

9.7. ODP may use third party service providers to provide or assist in providing the Support Portal.

9.8. Support Portal release and waiver:

In addition to (Limitations of Liability) of the agreement, client and its authorized users release ODP from and waive all claims, demands, losses, or damage of any kind related to access to, use of, and/or any content submitted to the support portal, including those related to: negligence; privacy; access and/or use of the support portal; timeliness of responses by ODP or third parties to tickets; and/or unauthorized access to or alteration of client submissions to the support portal.

9.9. Remote Support.

9.9.1. While receiving support from ODP related to a Ticket, a Authorized User may request Remote Support after all reasonable attempts to resolve a support issue have been exhausted through the Client’s utilization of the Support Portal.

9.9.2. By requesting Remote Support:

9.9.3. Client and the relevant Authorized User must grant remote access to the relevant computers or other devices to ODP, its Affiliates, and/or subcontractors (the “Support Team”) for the purpose of providing Remote Support. Before granting such remote access, Client and the relevant Authorized User must ensure: (a) all data, applications, or other content is backed up; (b) the relevant computer will not have any Confidential Information not otherwise subject to the Agreement displayed to the Support Team.

9.9.4. Client and the relevant Authorized User grants the Support Team a world-wide, royalty-free, license to use, modify, publicly display, reproduce, and distribute content of all visual, written, or audible communications and any other material (“Remote Content”) displayed, uploaded, exchanged, or transmitted as a result of providing the Remote Support for the limited purpose and to the extent necessary for providing the Remote Support.

9.9.5. As part of the Remote Support session, ODP may advise Client and the relevant Authorized User on solutions to (a) certain features that are undesirable or (b) issues that have arisen due to third party products. Such advice must not be deemed as acknowledgement by ODP that these issues or features constitute errors in ODP’s products or services.

9.9.6. If Client or its relevant Authorized User is granted access to other ODP software (“Other Software”) not subject to the Agreement for the purpose of the Remote Support, Client agrees that the terms of the Agreement apply for the Other Software and rights in the Other Software terminate upon termination of the Remote Support session.

9.9.7. Remote Support is provided with no warranty that the Client and/or relevant Authorized User’s support concerns will be resolved.

9.9.8. The Support Team may not be physically located in the Geographic Unit.

9.10 Updates and Upgrades.

9.10.1. Where Client has an active Support and Maintenance contract, ODP will make Updates available through the ODP’s software download center. Client is responsible for the integration and implementation of any such Updates including loading any applicable media in accordance with ODP’s instructions.

9.10.2. Client acknowledges and understands that new versions, updates and enhancements may not be compatible with previous versions and data and may not function properly in a mixed version environment.

9.10.3. If Client has elected not to use the most current version of the Software made available by ODP during the Support and Maintenance term, at the end of the Support and Maintenance term, or if Client’s Support and Maintenance lapses or is cancelled, Client has three months to request the Software version it is entitled to use.

9.10.4. Receipt of Upgrades may be subject to additional fees.

9.11. Exclusions from Maintenance:

9.11.1. Any errors, losses, or damage resulting from modifications made to Software by Client or any third party.

9.11.2. Any application development, Software programming support, or step by step instructions for Software configuration above and beyond general usage questions.

9.11.3. installation of the Software on Client’s computer system or training on the use or benefits of the Software (such services may be purchased under a separate services agreement).

9.11.4. In addition to the above, Maintenance excludes the following: (a) problems resulting from Client’s fault or negligence; (b) problems that do not significantly impair or affect the operation of the Software; (c) problems resulting from hardware malfunction; (d) software is owned by an entity other than ODP t which ODP is merely reselling; and (e) installation of the Software on Client’s computer system or training on the use or benefits of the Software (such services may be purchased under a separate services agreement).

9.11.5. The Software is provided only for standard hardware platforms and operating systems as indicated in the Documentation. The Client is responsible for providing interfaces for non-standard devices, software, or custom applications.

9.11.6. Any third-party application, software, or plug-in to ODP Software. ODP’s only obligation with respect to Third Party Product will be to provide Client with the third party’s contact details.

10.1. Transfer of ownership of the Supplies: The transfer of ownership of the Supplies from ODP to the Client shall take place when the Client pays fully for the Supplies in accordance with the Agreement.

10.1.4. Notwithstanding the above, the Client shall accept the ownership of any of the Supplies which may not be in exact conformity with the specification, but such nonconformity does not affect the functionality of the Supplies.

10.2. Transfer Of Risk of The Supplies: The risk in the Supplies shall be transferred to the Client in accordance with the Ex-works Muscat Oman (Incoterms 2020). At the end of the Agreement whether by expiry or termination, the Client shall inform ODP in writing and ODP shall store the Supplies at the Clients risk during such period of storage. Such storage shall be at no cost to the Client for the first thirty (30) days with exclusion to any fees concerning managing, renewing and maintaining the Supplies. After the 30 days a colocation fees will be imposed for any Supplies remain at ODP’s premises.

10.3. Transfer of intellectual property: ODP grants the Client a non-transferable, limited, recoverable and exclusive License to use the embedded Intellectually property in the Supplies during the contractual duration for the Client’s business needs. Nothing in this Agreement shall operate to transfer any Intellectual Property Rights from ODP to the Client. Any Software, proprietary tools and processes developed by ODP or the Client under this Agreement and any Intellectual Property Rights therein shall be deemed the property of ODP, unless agreed otherwise in writing between the Parties at the time.

10.4. Delivery of Software: The purchased Software shall be transferred to the Client through the following method depending on the type of software:

10.4.4. Subscription to a Software: Once the subscription is activated then the Software is considered delivered for the entire duration of the subscription.

10.4.5. Perpetual Software: Once the installable purchased version of Software has been made available for the client to download and/or install then the Software is considered delivered for the entire duration of the contract.

10.4.6. Per usage Software: Once the usage is metered and/or counted then the Software is considered delivered subject to the minimum commitment of usage if any.

10.5. Delivery of Hardware: The purchased Hardware shall be considered delivered to the Client when the items reach the Premises for Client to use and/or collect in accordance with the Ex-works Muscat Oman (Incoterms 2020).

11.1. except where expressly and specifically indicated in

writing in a separate development agreement executed by the Parties, and in exchange for appropriate payment, ODP does not develop any IP Materials and Intellectual Property Rights for ownership by the Client under the Contract, and ODP retains sole ownership of any such IP Materials and Intellectual Property Rights created prior or during the course of providing Goods & Services hereunder. ODP does not sell the intellectual properties embedded in any supplied Goods and/or Services.

12.1. For the term of this Agreement and for a period of six (6) months thereafter, without the prior written consent of the other Party, neither Party will either directly or indirectly solicit or entice away (or seek or attempt to entice away):

12.2. Any person(s) employed (or any person(s) who have been employed in the preceding six (6) months) by the other Party from the employment of such Party; or

12.3. Any agent or contractor working (or who has been working in the preceding six (6) months) for the other Party from a contract with such Party.

13.1. Force Majeure: If either Party is prevented, hindered or delayed from or in performing any of its obligations under this Agreement (other than an obligation to make payment) by a Force Majeure Event then:

13.2. That Party’s obligations under this Agreement will be suspended for so long as the Force Majeure Event continues and to the extent that that Party is so prevented, hindered or delayed;

13.3. With the exception of the Client’s payment obligations neither Party will in any circumstances be liable to the other for any loss of any kind whatsoever including, but not limited to, any damages or abatement of Charges whether directly or indirectly caused to or incurred by the other Party by reason of any failure or delay in the performance of its obligations hereunder which is due to a Force Majeure Event;

13.4. As soon as reasonably possible after commencement of the Force Majeure Event that Party will notify the other Party in writing of the occurrence of the Force Majeure Event, the date of commencement of the Force Majeure Event and the effects of the Force Majeure Event on its ability to perform its obligations under this Agreement;

13.5. That Party will use all reasonable efforts to mitigate the effects of the Force Majeure Event upon the performance of its obligations under this Agreement; and

13.6. Within two (2) days after the cessation of the Force Majeure Event, that Party will notify the other Party in writing of the cessation of the Force Majeure Event and will resume performance of its obligations under this Agreement.

13.7. Right to Terminate: If the Force Majeure Event continues for more than two (2) months after the commencement of the Force Majeure Event either Party may terminate this Agreement by giving not less than three (3) days’ notice in writing to the other Party. In such case, ODP shall refund the

Client on a pro-rata basis any charges which have been paid in advance and relate to an unexpired portion of the term

14.1. All disputes between the Parties arising out of or relating to this Agreement will be referred to and finally resolved by the Courts of the Sultanate of Oman, and the concerned court is Alseeb court.

This Agreement is governed by and will be construed in accordance with the laws of the Sultanate of Oman.