These Client Terms and Conditions (these “Terms”), along with the Client Engagement Letter executed by you, govern your relationship with STRATEGYCONNECT FZCO, a company registered under the laws of United Arab Emirates having its office at 8th Floor, #145 The Offices 4, One Central Dubai World Trade Center, Dubai, UAE (also referred to as “StrategyConnect” “we,” “us,” or “our”, and such term includes its Affiliates) and you or the entity you represent (“you” or “your”). These Terms take effect when you sign the Client Engagement Letter (such date of execution, the “Effective Date”) and shall form an integral part of it. Please see Section 6 for definitions of certain capitalized terms used in these Terms. 

1. REPRESENTATIONS AND WARRANTIES 

1. You represent to us that you have requisite capacity, authority and ability (in law, contract or otherwise) to enter into contracts (e.g., you are not a minor or you have the requisite power and authority to represent and bind the company). 
2. The execution of Client Engagement Letter does not violate any applicable law or amounts to breach of any contract that you are bound by.
3. The execution, delivery and performance of the obligations undertaken by you under the Client Engagement Letter and these Terms are not prohibited or restricted under applicable Law. 

2. CONFIDENTIALITY AND DISCLOSURE  

1. Confidentiality Neither you nor Us will use each other’s Confidential Information for anything other than the purpose for which such information is made available. Unless otherwise expressly permitted by the disclosing party in writing, neither party will disclose or use any Confidential Information during Restricted Period for anything other than the purpose for which it is made available. Both parties will take all reasonable, technical, and organizational measures to avoid disclosure, dissemination or unauthorized use of Confidential Information.  
2. Publicity. Neither party will issue any press release or make any other public communication regarding this engagement without the prior written consent of the other party. However, either party may use name and logo of the other party, including project and your role in such project, for undertaking marketing and promotional activities. 

3. NON SOLICITATION

1. The Client warrants that it shall not, during the term of this Agreement and for a period of three (3) years following the termination or expiry of this Agreement, either, on its own account or in conjunction with or on behalf of any other person, firm or company, solicit or entice away from StrategyConnect any Consultant provided by StrategyConnect whether or not such person would commit a breach of contract by reason of leaving service. 
   

4. TERM; TERMINATION 

1. Term. These Terms along with the Client Engagement Letter will commence on the Effective Date and will remain in effect until the earlier of (i) completion of project as outlined in the Client Engagement Letter, or (ii) the termination date as per termination under this Section 3 (“Term”).
2. Termination. Either party may, by giving at least 5 (five) days’ written notice, terminate the engagement for any or no reason. Either Party may also terminate the relationship with immediate effect if (i) the other party is in breach of the Client Engagement Letter or these Terms and fails to cure such breach within a reasonable time period specified by non-breaching party, (ii) the other party is declared bankrupt/insolvent under applicable law, or (iii) is required to comply with the law or requests of governmental entities.
3. Effect of Termination. Upon termination of the relationship (a) the deliverable to the extent completed as on the Termination date will be handed over to you subject to Us receiving the pro-rata fees for such deliverable, (b) both parties will return, cease use of, and remove from their website all information acquired pursuant to this relationship, provided that in case StrategyConnect terminates the relationship under Section 3(b)(i) above, we shall have the right not to handover deliverables and Confidential Information until such time all payments due to Us have been paid in full. 

5. RESTRICTIVE COVENANTS 

1. During the Restricted Period, you shall not directly or indirectly contact, communicate, engage in any work, or solicit with any Restricted Person that excludes, circumvents or bypasses the us or operates outside our engagement. During the Restricted Period, you shall promptly notify us in writing if any Restricted Person wishes to directly engage with you (for consideration or gratis). Upon receipt of such intimation, we may provide our approval for you to work with such Restricted Person subject to such conditions that we may specify. If you engage a Restricted Person after the Restricted Period, you will be liable to pay us an amount equal to 20% of the fees paid by you to such Restricted Person.
2. During the Restricted Period, you shall not, without our prior written consent, engage with or solicit commercial opportunities in any manner, whether directly or indirectly with any Restricted Person. In the event that you are approached by any Restricted Person, you shall notify us of such approach in writing immediately. 
3. The Parties acknowledge that the restrictions undertaken by the Parties under this Clause 4 are reasonable and necessary to protect the business interests of the Parties.  

6. MISCELLANEOUS 

1. Assignment. You will not assign or otherwise transfer these Terms or any of your rights and obligations under these Terms, without our prior written consent. Any assignment or transfer in violation of these Terms will be void. We may assign these Terms without your consent (a) in connection with a merger, acquisition, or sale of all or substantially all of our assets or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for StrategyConnect as a party to these Terms and we will be fully released from all our obligations and duties to perform under these Terms. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
2. Entire Agreement. These Terms along with the Client Engagement Letter, including all other documents incorporated by reference herein, are the entire agreement between us regarding your engagement with us. These Terms read in conjunction with the Client Engagement Letter supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and StrategyConnect, whether written or verbal. We will not be bound by, and specifically object to, any term, condition, or other provision that is different from or in addition to the provisions of these Terms (whether or not it would materially alter these Terms). If there is a conflict between these Terms and the Client Engagement Letter, the Client Engagement Letter will control.
3. Force Majeure. Neither party will be liable for any delay or failure to perform any obligation where the delay or failure results from any cause beyond our reasonable control, including acts of pandemic, God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. 
4. Governing Law. The governing laws, without reference to conflict of law rules, govern your engagement with us shall be laws of United Arab Emirates and any dispute of any sort that might arise between you and us. 
5. Disputes. Subject to Section 5(f) below, any dispute or claim relating to your engagement will be adjudicated in the courts of Dubai, and you consent to exclusive jurisdiction of such courts. Notwithstanding the foregoing, either party may seek injunctive or other relief in any court of competent jurisdiction for any actual or alleged infringement of such party’s, its affiliates’, or any third party’s intellectual property or other proprietary rights. 
6. Arbitration. Any dispute arising out of the formation, performance, interpretation, nullification, termination or invalidation of the Client Engagement Letter or these Terms or arising therefrom or related thereto in any manner whatsoever, shall be settled by arbitration in accordance with the provisions set forth under the DIAC Arbitration Rules, by a sole arbitrator appointed in compliance with the Rules. The seat of arbitration will be Dubai and will be conducted at the premises of DIAC. The Arbitration shall be conducted in English language.
7. Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and these Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship. You will not make any representations, warranties, or guarantees to any third party on our behalf. Neither party, nor any of its respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Each party is solely responsible for establishing the prices of its own products and services. These Terms are non-exclusive and do not preclude StrategyConnect or you from entering into similar agreements with third parties. Both parties reserve the right to (a) develop or have developed for IT products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) assist third party developers or systems integrators who might offer products or services which compete with the other party’s products or services. 
8. Language. All communications and notices made or given pursuant to these Terms must be in the English language. If we provide a translation of the English language version of these Terms or any applicable Additional Terms, the English language version will control if there is any conflict.
9. Notice. To provide notice under these Terms, each party must deliver such notice in writing to the other party as per the details mentioned in the Client Engagement Letter using the address, facsimile, or email address provided therein.
10. No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms. 
11. No Waivers. The failure by us to enforce any provision of these Terms will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective. 
12. Severability. If any portion of these Terms is held to be invalid or unenforceable, the remaining portions of will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to give effect to the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms but the rest will remain in full force and effect.
13. Limitation of Liability. The Client shall not make any claim against the Consultant to recover any losses suffered or incurred by the Client in connection with or arising out of this engagement, unless such losses arise directly as a result of a breach or the negligence, bad faith, willful misconduct of the Consultant. Notwithstanding the foregoing, in the absence of fraud on Our part, our liability shall be limited to 10% of the total amounts received as Fees from you in connection with the Project.  

7. DEFINITIONS 

1. "Affiliate" means in relation to a Person, any other Person that, either directly or indirectly through one or more intermediate Persons, Controls, is Controlled by or is under common Control with such Person and/or such Person’s relatives. In case of individuals, the term ‘Affiliate’ shall mean the immediate family and relatives of such person, including mother, father, spouse, spouse’s parents, children, siblings, sibling’s spouse, etc.
2. “Confidential Information” means all non-public information disclosed by us, our affiliates, our clients, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes (a) non-public information relating to our or our affiliates’, clients’ or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs, (b) third-party information that we are obligated to keep confidential, including Third-Party Data, and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. However, Confidential Information does not include any information that (i) is or becomes publicly available without breach of these Terms, (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) received from a third party who did not acquire or disclose the same by a wrongful or tortious act, or (iv) can be shown by documentation to have been independently developed by you without reference to the Confidential Information.
3. "Control" (including, with its correlative meanings, the terms "Controlled by" or "under common Control with") means (a) the possession, directly or indirectly, either by itself or together with other related parties (as included in the definition of term ‘Affiliate’), of the power to direct, influence or cause the direction of management and policies of a Person whether through the ownership of voting securities, by agreement or otherwise or the power to elect more than half of the directors; or (b) the possession, directly or indirectly, either by itself or together with other Related Parties, of a voting interest or shareholding in excess of 50% (fifty per cent) in a Person.
4. “Government” means any entity that is part of, or substantially owned, funded, managed, or controlled by, any government at any level.
5. “Partner Engagement Letter” means the Partner Engagement Letter which sets out the commercial terms related to your engagement with us.
6. “Restricted Period” means the period commencing from the Effective Date until 3 years from the date of termination (as determined under these Terms).
7. “Restricted Person” means any of our clients, business partners, associates, consultants, employees, vendors, officers, or any person who is material to our Business, and such Person is known to you or introduced to you in connection with or arising from your engagement with us. However, the term “Restricted Person” excludes any Person that you can demonstrate that you already knew prior to the commencement of your engagement.   
8. “Third-Party Data” means any information regarding any third-party, including information relating to an identified or identifiable person.
9. “Website” means www.strategyconnect.co or such other domain used by us for the purpose of conducting business.