In Strict Confidence

Collaboration Agreement

Between
Security Control Company Limited (SCC)
And
TBD

This Agreement is made on 1st October 2013

Between
1. dcscsd
2. TBD ..(hereinafter referred to as ..)

SCC and TBD being referred to in this Agreement individually as Party and
together as Parties
Whereas
A) SCC is a Saudi Arabian registered company with significant experience
and expertise in business development and project implementation in
the defense and security sector within the Kingdom of Saudi Arabia
B) TBD is a .
C) SCC and TBD wish to engage in discussions regarding potential
opportunities for the supply of TBD products and services in the
Kingdom of Saudi Arabia for the mutual benefit of both Parties.
TBD and SCC will engage a discussion regarding potential partnership where
synergy identified:
1 SCC has identified a number of opportunities for the supply of TBD
Products and Services to the Customer (such as.),
2 TBD wishes to engage SCC to develop TBDs business in some
verticals (TBD to identify Business Opportunities)
DEFINITION
Term
Meaning The singular includes the plural and vice versa, unless
the context
otherwise requires
Agreement This Agreement between SCC and TBD
Confidential
Information Any information disclosed by a party under this Agreement
which is marked as
confidential or which is reasonably
apparent as confidential in nature including
all commercial or
technical information relating to the disclosing partys
business.
Customer
Any governmental, industrial, ministries, private, agency or
branch thereof in
the Kingdom of Saudi Arabia.
Day

One Gregorian calendar day

Effective Date

The date of the final signatory to the Agreement

Fee
The sum payable to SCC for the provision of services described
in Clause 2.3 to
TBD
Products

The list of products contained in Annex A hereto

Services

The list of services contained in Annex A hereto

Third Party

Any person who is not signatory of this Agreement

OVERVIEW

1.1

Overview
(a) SCC has identified a number of opportunities for the supply of TBD
Products and Services to the Customer
(b) TBD wishes to engage SCC to develop TBDs business with the
Customer
(c) This Agreement is a legally binding agreement between the Parties
and forms an overarching framework for the Parties to work
together to pursue business opportunities within the Kingdom of
Saudi Arabia. The Parties acknowledge that, in the event of a
successful contract award from the Customer, bespoke contractual
documents will be agreed reflecting the principles agreed herein
and the specific products or services to be supplied.

SCOPE OF COLLABORATION

2.1

Subject to Clause 4.3 and 4.4, the Parties agree that they shall work
together in good faith under this Agreement and shall not during the
term of this Agreement directly or indirectly enter into any agreement ,
understanding or arrangement with a Third Party regarding the supply
of TBD Products or Services to the Customer

2.2

This Agreement is not intended to be and shall not be constructed to

create give effect to a joint venture, association, partnership or other
business organization or agency arrangement and neither Party shall
have the authority to bind any other party without the other Partys
separate prior written agreement.

2.3

SCC shall:

2.3.1 Assist TBD in developing good business relationships with the

Customer and shall use reasonable endeavors to introduce and
market the Products and Services of TBD in accordance with the
indicative Business Development Plan Annex B hereto.

2.3.2 Keep the market under surveillance and inform TBD of any
Customers requirements, planning, budgets as well as competitor
activity and other such relevant information in regular status
reports as often as deemed necessary.
2.3.3 Advise TBD of relevant programs, projects or tenders which are
considered opportunities for the supply of TBD Products.
2.3.4 Provide advice, guidance and support to TBD in the compilation of
proposals, pricing of quotations and negotiation of terms and
conditions with Customers in the Kingdom of Saudi Arabia.
2.3.5 Obtain necessary import documentation for the importation of
Products into the Kingdom of Saudi Arabia and the payment of
applicable local customs duties.
2.3.6 Provide subject matter experts which a sound knowledge of the
Customer environment and working practices.
2.3.7 Translate written material and provide Arabic/English Interpretation
where required.
2.4

TBD Shall

2.4.1 Provide SCC with necessary information relating to TBD Products

and/or Services including but not limited to marketing brochures
and product specifications.
2.4.2 Provide SCC with all relevant correspondences relating to the
marketing of TBD Products and/or Services in the Kingdom of Saudi
Arabia to the Customer including but not limited to inquiries from
customers, previous solicited and unsolicited proposals or offers
and other information relating to TBDs activities in the Kingdom of
Saudi Arabia relating to the Customer.
2.4.3 Provide suitably qualified and experienced personnel as may
reasonably be required in the Kingdom of Saudi Arabia to support
customer facing activities such as delivering product
demonstrations, presentations and answering technical queries,
only to the extent that such complies with the laws of the Kingdom
of Saudi Arabia.
2.4.4 Supply at TBDs own cost and in quantities as may be agreed from
time to time product samples to support business development
activities.
2.4.5 Identify the appropriate product to meet Customers requirements.
3

CONTRACTUAL ARRANGEMNTS

3.1

The Parties acknowledge and accept that bespoke and specific

contracts will be drafted and agreed for each successful opportunity
pursued.

3.2

These such contracts will fully define the scope of work for SCC
including any local work or services to be provided.

3.3

The Prime Contracting entity will be decided on a case by case basis as

agreed by the Parties.

3.4

In all cases TBD shall be responsible for:

3.4.1 Product safety and quality assurance

3.4.2 Applicable export licenses or permits
3.4.3 Packaging of goods for safe fright/shipment
4

RESTRICTIONS

4.1

SCC shall not accept any orders nor make any contracts on behalf of
TBD and shall not make promises, presentations, warranties or other
such representations to Third Party without the prior written permission
of TBD.

4.2

TBD shall not approach the Customer either independently on in

conjunction with a Third Party without the prior written permission of
SCC.

4.3

TBD acknowledges and accepts that a customer may direct SCC to

work with an alternative supplier and regardless of the form of
justification of such customer direction SCC shall be relieved from its
obligation under this Agreement in accordance with Clause 9.2 (b) of
this Agreement.

4.4

SCC acknowledges and accepts that TBDs Products may be supplied to

the Customer through a Third Party where that Third Party is
integrating TBDs Products into a broader system or solution. In such a
case and only when TBD is not aware that the Customer is the end
user TBD shall be relieved from the obligations of exclusivity contained
in this Agreement.

4.5

Either Party shall be relieved from the obligation of exclusivity

contained in this Agreement with the prior, written permission of the
other Party.

REPRESENTATION AND WARRANTIES

5.1

The Parties represent and warrant that they will conduct their business
in the Kingdom of Saudi Arabia in accordance with the laws of the
Kingdom of Saudi Arabia and warrant that all their employees, agents

and directors will strictly abide by the required levels of business

ethics.
5.2

Neither Party will tolerate bribery in any form in connection with the
conduct of its business. Both Parties shall comply with all applicable
laws, codes and guidance relating to anti-bribery and anti-corruption,
including but not limited to SCC Anti-Corruption and Anti-Bribery Policy
SCC-BS-IA-01E REV- and the Bribery Act 2010 of the United Kingdom.

COMPENSATION

6.1

The Parties agree that value for money is key differentiator in the
current market and the Parties shall work together to jointly determine
the optimum price to win

6.2

In consideration for the provision of the services described in Clause

2.3 and any other additional costs incurred, SCC reserves the right to
apply a mark-up to TBDs Products and/or Services supplied to the
Customer.

EXPENSES

7.1

Both Parties shall bear their own costs in respect of travel, postal fees,
telecommunications costs and other expenses associated with the day
to day discharge of business activities.

CONFIDENTIALITY

8.1

During the term of this Agreement and for a period of three years after
termination or expiry of this Agreement. Each party shall:

8.1.1 Treat as strictly confidential all Confidential Information received from

the other party; and
8.1.2 only use the Confidential Information received from the other party for
the purpose of fulfilling its obligations and exercising its rights under
this Agreement.
8.2

Clause 8.1 shall not apply to the disclosure or use of Confidential

Information:

8.2.1 with the consent of the disclosing party;

8.2.2

as required by law, a court order or by the rules of any relevant Stock

Exchanger or any relevant regularity or government authority; or

8.2.3 to the extent that information has come into the public domain
through no fault of receiving party.
8.3

Both Parties shall securely store the Confidential Information with the
same degree of care (but in any case no less than a reasonable degree

of care). And apply no lesser security measures than, it affords to its

own confidential information.
8.4

All Confidential Information is and will remain the property of the

Discloser, and no license or any rights under any patent, registered
design, copyright, design right or any intellectual property or similar
right belonging to either party are implied or granted under this
Agreement.

8.5

At the request of the Disclosing Party made at any time, the receiving
Party shall return or as the Disclosing Party may direct, destroy or
completely remove all the Confidential Information (or other material
containing or embodying the Confidential Information) in the receiving
Partys possession or under its control.

TERM AND TERMINATION

9.1

This Agreement shall come into effect on the Effective Date and shall
continue in force until fully terminated.

9.2

This Agreement and all rights, duties and obligations arising under this
Agreement shall cease and terminate on the first to occur of any of the
following events:

9.2.1 If no contracts are awarded within two years of the Effective Date.
9.2.2

If the Customer directs SCC to work with an alternative supplier

regardless of the form or justification of the direction.

9.2.3 Termination by mutual agreement between the Parties.

9.2.4 In the event of a breach or default by either Party of any of the terms
of this Agreement which is not remedied by the breaching Party within
30 (thirty) Day of receipt by it of notice of breach or default from the
other Party, the termination shall be effected by written notice of
termination from the other Party at any time following the expiry of
the 30 (thirty) Day notice period.
9.2.5 In the event either Party is unable to pay its debts or becomes
insolvent or goes into bankruptcy, receivership or liquidation (other
than for the purposes of solvent reconstruction or reorganization),
termination by the other Party shall be effected by written notice
following a 60 (sixty) Day notice period.
9.2.6 The occurrence of a Force Majeure event as described in Clause 10.
10

FORCE MAJEURE

10.1 Each Party reserves the right to defer the date of performance of its
obligations under this Agreement or terminate this Agreement if it is

prevented from or delayed in carrying on its business by acts, events

or omissions beyond its reasonable control.
10.2 The Parties agree that a Force Majeure event includes but not limited
to strikes, lock-outs or other industrial disputes, acts of God, war, riots,
civil commotion, malicious damage, accidents, breakdown of plant or
machinery and compliance with any law or government order, rule
regulation or direction.
11

VARIATION

11.1 This Agreement may only be varied by the written approval of each
Party.
12

ASSIGNEMENT

12.1 Neither Party shall without the prior written consent of the other Party
assign, transfer, charge or subcontract in whole or in part its rights or
obligations under this Agreement.
13

CORRESPONDENCE

13.1 TBD shall address all correspondence to:

Ibraheem Sheerah
Business Support Director
Security Control Company LLC
E-mail: Ibraheem.sheerah@scc-security.com

Courier Address:
Abdulaziz

Office 216, Canary Center, Dabab Street cross King

Road, Riyadh

Postal Address:

P.O Box 231787, Riyadh 11321

Kingdom of Saudi Arabia

13.2 SCC shall address all correspondence to:

14

PUBLICITY

14.1 No publicity or advertising shall be released by either Party in respect

of this Agreement without the prior written approval of the other Party
which shall not be unreasonably withheld or delayed.
15

DISPUTE RESOLUTION

15.1 Any litigation between the Parties shall occur only when the Parties
have failed to find an amicable settlement within a period of 60 (sixty)
Day and shall be submitted to arbitration pursuant to the rules of the
International Commercial and Industrial Arbitration Court in Geneva
and according to the regulation applicable to this curt. The court of
arbitration, called on by one party, will be composed of one arbitrator
acting as mediator and ruling without appeal. The place or arbitration
shall be Geneva. The arbitration shall be conducted in the English
language. The parties formally declare acceptance that Saudi law shall
apply. They ruling of the court shall be binding for both Parties.
16

GOVERNING LAW

16.1 This Agreement shall be governed and constructed in accordance with

the laws of the Kingdom of Saudi Arabia and the Parties agree to
submit to the exclusive jurisdiction of the Saudi Arabian courts.
17

SIGNATURES

Signe for and on behalf of TBD :

Name: ________________________
Position:_______________________
Date:__________________________
Signe for and on behalf of SCC :
Name: ________________________
Position:_______________________
Date:__________________________

Anne A:

TBD Products & Services

Annex B:

Business Development Plan