STRICTLY CONFIDENTIAL

GOODS AND SERVICES SUPPLY AGREEMENT

DATED: [ ]

ABU DHABI GLOBAL MARKET

AND

[INSERT NAME OF SERVICE PROVIDER]

ADGM Contract Number: [Insert contract number]

 GOODS AND SERVICES SUPPLY AGREEMENT includes reference to the person’s
successors, permitted transferees and
This Goods and Services Supply Agreement (this “Agreement”) permitted assigns; and
is made and entered into on [ ] 2021 by and between Abu (k) dates and periods of time referred to in
Dhabi Global Market of ADGM Building, ADGM Square, Al this Agreement shall be construed in
Maryah Island, Abu Dhabi, United Arab Emirates (“ADGM”) accordance with the Gregorian calendar.
and [Insert name, company type, company address and
company number of the Service Provider] (the “Service 2. THE SERVICES
Provider”), each a “Party” and collectively the “Parties”.
2.1 The Service Provider shall provide to
ADGM, and procure the provision of, the
RECITALS Goods at the corresponding prices outlined
in Schedule 1 and related services pursuant
A. The Service Provider is experienced in the supply of to the terms of this Agreement (the
[insert description of goods] to its customers; and “Services”).
2.2 The Service Provider shall commit to its
B. ADGM desires to engage the Service Provider to obligations under this Agreement the time,
supply ADGM with the [insert description of goods] attention and skill necessary for the proper
and related services identified in Schedule 1 (the performance of those obligations.
“Goods”) in accordance with the terms and
conditions set forth in this Agreement. 2.3 Where this Agreement describes parts of the
Services in general terms, but not in
NOW THEREFORE, in consideration of the mutual covenants complete detail, it is understood that the
and conditions set forth in the recitals above, which are Services include any incidental work and/or
incorporated herein by reference, the Parties hereby agree as services that can reasonably be inferred as
follows: required and necessary to complete the
Services.
1. TERMS OF INTERPRETATION 2.4 The Service Provider acknowledges and
agrees that nothing contained herein shall
For the purposes of this Agreement, except to the limit ADGM’s entitlement to procure
extent that the context otherwise requires: services which are similar or identical to the
(a) when a reference is made in this Services from any other third party
Agreement to a clause or Schedule, such (including a third party which competes
reference is to a clause or Schedule to this directly with the Service Provider).
Agreement, unless otherwise indicated;
3. TERM AND TERMINATION
(b) the Recitals and Schedules form part of
this Agreement; 3.1 The term of this Agreement shall commence
as of the date hereof and shall continue for a
(c) the headings of this Agreement are for period of [two (2) years] unless otherwise
reference purposes only and do not affect, terminated by the Parties in accordance with
in any way, the meaning or interpretation the provisions hereof (the “Term”). At the
of this Agreement; end of the Term, the Parties may agree in
(d) the words “hereof”, “herein”, “hereto”, writing to renew the Agreement once for a
and “hereunder” and words of similar further period of [two (2) years].
import, when used in this Agreement, 3.2 This Agreement may be terminated by
refer to this Agreement as a whole and ADGM for its convenience on seven (7)
not to any particular provision of this days’ written notice to the Service Provider.
Agreement;
3.3 ADGM shall have the right to terminate this
(e) whenever the words “include”, “includes” Agreement immediately if the Service
or “including” (or similar terms) are used Provider:
in this Agreement, they are deemed to be
followed by the words “without (a) fails to carry out the Services or any part
limitation”; thereof in accordance with the provisions
of this Agreement and does not rectify
(f) the words and definitions contained in such default within five (5) days’ period
this Agreement are applicable to the following notification of the default by
singular, as well as the plural, forms of ADGM to the Service Provider;
such terms;
(b) engages in any fraud or wilful
(g) words denoting a gender include the other misconduct; or
gender;
(c) becomes insolvent.
(h) the use of “or” is not intended to be
exclusive, unless expressly indicated 3.4 The Service Provider shall have the right to
otherwise; terminate this Agreement if ADGM fails to
adhere to its obligations under this
(i) words denoting persons shall include Agreement, is given written notice of
individuals, sole proprietorships, default, and ADGM fails to cure such
companies, corporations, partnerships, default within thirty (30) days of such
firms, joint ventures, trusts, notice.
unincorporated associations, states and
governmental entities; 3.5 Upon expiration or termination of this
Agreement, no Party shall have any further
(j) reference to a person (including to liability to the other Party unless otherwise
ADGM and the Service Provider)

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 specifically stated herein; provided that, (f) it has the necessary resources and skills to
such expiration or termination shall be carry out the Services and shall perform
without prejudice to the accrued rights of the Services with due care, diligence, skill
any Party as of the time of expiration or and judgement (including good, safe and
termination. prudent practice) and foresight;
(g) it shall comply with the instructions of
4. ORDER AND DELIVERY ADGM, relating to the Services which
ADGM shall from time to time during the Term may be given from time to time;
place orders in writing for such Goods as it requires (h) it shall keep detailed records, including
[in not less than the minimum quantities outlined financial and operational records, of all
against the relevant item of Goods in Schedule 1] activities undertaken in connection with
(each a “Purchase Order”) and the Service Provider the provision of the Services and shall, at
shall deliver the requested items to the address ADGM’s request, make them available
notified in advance by ADGM within ten (10) for inspection and/or provide copies
Business Days of receipt of the Purchase Order. thereof to ADGM;
[Nothing in this clause precludes ADGM ordering
Goods in excess of the minimum quantities (i) it shall ensure that its personnel observe
outlined against each item of the Goods in all requirements of the Service Provider
Schedule 1.] under this Agreement and have obtained
the required security clearance and shall
5. REPRESENTATIONS AND WARRANTIES maintain such clearance during the
performance of the Services; and
The Service Provider represents and warrants to
ADGM that: (j) it has obtained all required registrations,
permissions and consents from all third
(a) the Service Provider is a corporation duly parties necessary to deliver the Services.
organised, validly existing and in good
standing under the laws of the United 6. BILLING PROCEDURES
Arab Emirates;
6.1 The Service Provider shall be entitled to
(b) it has all requisite corporate or similar submit one invoice at the end of each month
power and authority, and has taken all of the Term to ADGM representing the total
corporate action necessary in order to amount due under the Purchase Orders for
execute, deliver and perform the Services that month (if applicable).
and its obligations under this Agreement;
6.2 The ADGM Contract Number must be stated
(c) this Agreement is a legal, valid and on each invoice.
binding obligation of the Service Provider
enforceable against it in accordance with 6.3 In support of each monthly invoice
its terms, subject to bankruptcy, submitted to ADGM, the Service Provider
insolvency, fraudulent transfer, shall submit to ADGM any Purchase Orders
reorganisation, moratorium and similar and other evidence and information that
laws of general applicability relating to or ADGM may, in its absolute and sole
affecting creditors’ rights and to general discretion, require at any time in order to
equity principles; verify compliance with the terms of this
Agreement.
(d) it shall comply with all applicable laws,
rules, regulations, proclamations and 6.4 Payment of all undisputed sums on invoices
orders, both in the United Arab Emirates, shall be made by ADGM within thirty (30)
in ADGM and in any other relevant days of receipt by ADGM of such invoices
jurisdiction, in connection with the and other accompanying evidence. The
provision of the Services, including all Service Provider will maintain complete and
laws related to obtaining any required accurate records of, and supporting
business or work permits or licenses, the documentation for, all amounts billable to
health and safety of its employees, and payments made by ADGM hereunder, in
immigration, and customs (and the accordance with United Arab Emirates
Service Provider shall pay the costs and generally accepted accounting principles
expenses of all of the foregoing and shall applied on a consistent basis, and will retain
indemnify ADGM for any third party the records for each invoice for a period of
claims arising out of or related to any four (4) years from the date that such invoice
breach or threatened breach of the was received by ADGM.
foregoing);
6.5 All payments shall be made in United Arab
(e) the execution, delivery and performance Emirates Dirhams and by bank transfer to
of this Agreement by the Service Provider the account details shown on the invoice.
will not constitute or result in: (i) a breach
or violation of, or a default under, its 6.6 The Service Provider shall be responsible for
certificate of incorporation, by-laws, or all costs, fees, charges, overheads, out-of-
other organisational documents; or (ii) a pocket expenses and other amounts,
breach or violation of, or default under, or including:
the acceleration of any of its obligations, (a) all operating risks, expenses, staffing
or the creation of a lien, pledge, security costs, and costs of supplying, servicing
interest or other encumbrance on its assets and maintaining any equipment required
(with or without notice, lapse of time or for the delivery of the Services;
both) pursuant to any agreement binding
upon it; (b) all costs of compliance with the laws of
ADGM, the Emirate of Abu Dhabi, the

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 Emirate of Dubai and the federal laws of liabilities, dealings, transactions, budgets,
the United Arab Emirates, including data, plans, customers, vendors, suppliers,
health and safety, security, labour laws, contractors, personnel, processes,
traffic regulations and ordinances; and transactions, know-how, or affairs of
ADGM;
all taxes, withholdings, customs, duties, fees,
levies, value-added tax, goods and services (b) the nature of the relationship between
tax, sales tax, payroll-related taxes and other ADGM and the Service Provider,
administrative charges, unless otherwise including the existence and contents of
agreed in writing by ADGM. this Agreement, and any other agreement,
document or arrangement referred to or
7. RELATIONSHIP BETWEEN THE PARTIES contemplated by this Agreement, and the
fact that ADGM has engaged the Service
Nothing in this Agreement shall be construed to Provider; the Service Provider shall not
create a joint venture, partnership or be permitted to mention the name of
employer/employee relationship between ADGM and ADGM in connection with any
the Service Provider. This Agreement shall not, in advertising, marketing proposals or
and of itself, give rise to any authority on the part of solicitations or similar materials;
the Service Provider to obligate or bind ADGM in
any way whatsoever, and the Service Provider shall (c) ADGM’s present activities or future plans
not represent or hold itself out to have such authority. or actual or potential business dealings or
The Service Provider shall not assume any of the trade, product or customer information of
other duties or obligations of ADGM or any agent of a similar nature concerning any parent,
ADGM. subsidiary or associated concern of
ADGM; and
8. LIABILITY AND INDEMNIFICATION (d) any information which is indicated or
considered to be confidential or sensitive
8.1 The Service Provider shall defend, protect, or is imparted by ADGM to the Service
indemnify and hold harmless ADGM, its Provider and/or any member of its
subsidiaries, affiliates and contractors, and personnel, its agents and/or
their respective agents, employees and subcontractors, in circumstances
shareholders from and against any and all imparting an obligation of confidence and
claims, liabilities, judgments, fines or which any Party may, from time to time,
demands in respect of: receive or obtain (orally or in writing or
(a) any breach or non-compliance with any of in disk or electronic form) as a result of
the Service Provider’s obligations under entering into, or performing its
this Agreement; obligations pursuant to this Agreement or
otherwise.
(b) damage to or loss of third party property;
9.3 Confidential Information shall not include:
(c) injury or death of any third party; and
(a) information which is or becomes
(d) infringement of intellectual property available to the public other than as a
rights of any third party. result of a disclosure by the Service
Provider;
8.2 ADGM shall not be liable for any indirect,
consequential, special and/or punitive loss (b) information that the Service Provider
arising out of or related to this Agreement. documents in writing which was available
to the Service Provider on a non-
9. CONFIDENTIALITY confidential basis prior to or on its
disclosure; or
9.1 It is the Service Provider’s duty not to
disclose, without ADGM’s prior written (c) information which the Service Provider
consent, which may be granted by ADGM at documents in writing was available to the
its absolute and sole discretion, any Service Provider on a non-confidential
Confidential Information made available to basis from a source other than ADGM,
the Service Provider or any person working provided that such source is not known by
for or on the Service Provider’s behalf the Service Provider to be subject to any
(including any member of the Service prohibition against transmitting the
Provider’s personnel), or otherwise obtained Confidential Information to any third
by the Service Provider (whether prior to or person.
after the entry into of this Agreement and 9.4 The Service Provider shall not be in breach
including information disclosed in of its obligations under this clause 9. if it
contemplation of this Agreement). The discloses Confidential Information to
Service Provider agrees to use the same comply with any court order or subpoena (an
means as it uses to protect its own “Order”), provided that if the Service
confidential information, and in any event, Provider is asked to disclose any
not less than reasonable means, to prevent Confidential Information to comply with an
disclosure and to protect the confidentiality Order, it shall immediately inform the
of ADGM’s Confidential Information that it ADGM Director General (in writing to the
has been given or otherwise obtained as set ADGM address specified in clause 14.2, or
out above. such other address as may be notified by
9.2 For purposes of this Agreement, ADGM to the Service Provider, and by
“Confidential Information” includes: telephone and secure email), specifying in
detail the nature of the Order, and must,
(a) information of whatever nature prior to responding to any Order, work in
concerning the business, finances, assets, good faith with ADGM to prevent such

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 disclosure, and if prevention is not possible, this Agreement and is fully experienced and
to limit the disclosure to the fullest extent properly qualified, equipped, organised and
permissible and ensure that any disclosure is financed to undertake the work concerned.
made in general terms to the maximum Further, if the Service Provider subcontracts
extent possible. any of the obligations or Services it has
contracted to provide, it shall remain liable
9.5 Without the prior written consent of ADGM, to ADGM for the performance of all the
which may be granted or withheld at its obligations and Services so contracted. In
absolute and sole discretion, neither the addition, the Service Provider will actively
Service Provider nor the Service Provider’s supervise its subcontractors and agents. Any
personnel, agents or subcontractors assignment in violation of this clause 10.1
(including its affiliates, officers, directors, shall be deemed void ab initio and shall
representatives, shareholders, members and constitute a material breach of this
suppliers) shall make any public or private Agreement.
commercial use of their relationship to
ADGM, including: 10.2 Nothing in this Agreement shall prevent or
restrict ADGM from assigning, sub-
(a) by permitting or authorising the making licensing, transferring, novating, creating a
of any reference to this Agreement or to charge over or otherwise disposing of any of
the Services or to ADGM and any of its its rights or from subcontracting, transferring
business operations, marketing and other or otherwise disposing of any of its
plans, in any medium now known or obligations under this Agreement to any
hereafter devised, including any leaflets, party, provided that ADGM gives notice
brochures, publications, journals, regarding the foregoing to the Service
newspapers, sales letters, client lists, press Provider.
releases, brochures, marketing or other
literature, other written materials, or in
any radio or television broadcasts, except 11. AMENDMENT
as may be necessary for the Service No amendment, modification, supplement, deletion
Provider to perform its obligations under or waiver of any rights hereunder shall be effective,
the terms of this Agreement. Any request unless it is in writing and is signed by or on behalf of
by the Service Provider to make any such each of the Parties.
reference shall be made in writing to
ADGM and shall be accompanied, for
any advertising request, by a copy of all 12. FORCE MAJEURE
announcements, photographs and other No failure or omission by either Party to observe the
documentation whatsoever and details of terms and conditions of this Agreement shall give
the time and medium for advertisement or rise to any claim against the Party in question or be
announcement together with such other deemed a breach of this Agreement if such failure or
information or documentation as ADGM omission arises from an event of Force Majeure.
may request; “Force Majeure” means any event beyond the
(b) by using or allowing the use of any reasonable control of ADGM or the Service
service marks, trademarks or trade names Provider, occurring after the date of this Agreement
or other intellectual property now or and which (or the effects of which) is or are
which may hereafter be associated with, unforeseeable and unavoidable notwithstanding the
owned by or licensed by ADGM; or reasonable care of the Party affected, provided the
affected Party gives notice to the other Party
(c) by contracting with or receiving money or regarding the same within seven (7) days of such
anything of value from any person or event of Force Majeure.
commercial entity to facilitate such
person or entity obtaining any type of 13. SURVIVING OBLIGATIONS
commercial identification, advertising or
visibility in connection with the Services. The expiration or termination of this Agreement shall
not affect the coming into force or the continuance in
9.6 The Service Provider shall have no right to force of any provision of this Agreement which is
grant commercial identification rights of any expressly or by implication intended to come into
kind or description with respect to this force or continue in force on or after the expiration or
Agreement, ADGM or any supplier of goods or termination, including, for the avoidance of doubt,
services or to any subcontractor, without the clauses 1., 3.5, 7.-9. and 13.-26., shall survive any
express prior written consent of ADGM, which such expiration or termination.
may be granted or withheld at its absolute and
sole discretion.
14. NOTICES

10. ASSIGNMENT 14.1 Any notice, invoice or other communication

which either Party is required by this
10.1 The Service Provider may not assign, sub- Agreement to serve on the other Party shall
license, transfer, create a charge over or be sufficiently served if sent to the other
otherwise dispose or delegate any of its Party at its specified address in clause 14.2
rights or subcontract, transfer or otherwise or such other address as is notified to the
dispose of any of its obligations under this other Party in writing as follows: (a) by
Agreement without the prior written consent hand; or (b) by registered courier or recorded
of ADGM. If the Service Provider appoints delivery; or (c) electronic mail.
an agent, subcontractor or other person to
perform any of the Services, it shall warrant 14.2 Any notice, invoice or other communication
that such person shall comply with the terms required to be served under clause 14.1
of this Agreement, has adequate insurance to should be sent to the following specified
cover any and all Services performed under addresses:

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 If to Abu Dhabi Global Market: If, at any time, any part of this Agreement is held to
ADGM Building, Al Maryah Island be or becomes void or otherwise unenforceable for
ADGM Square, any reason under any applicable law, the same shall
P.O. Box 111999 be deemed omitted from this Agreement, and the
Abu Dhabi, United Arab Emirates validity and/or enforceability of the remaining
Fax: +971 2 [ ] provisions of this Agreement shall not in any way be
Email: [insert] affected or impaired as a result of that omission.
Attention: [Insert Name]
22. SET-OFF AND COUNTERCLAIM
If to [Insert name of Service Provider]
[Insert address] ADGM shall have the right to deduct from any
P.O. Box [ ] monies due or which may become due to the Service
[Abu Dhabi] [Dubai], United Arab Emirates Provider, any monies or sums recoverable from the
Fax: +971 2 [ ] Service Provider by ADGM in respect of any claims
Email: [insert] whatsoever.

Attention: [Insert Name] 23. GOVERNING LAW

14.3 Notices sent by registered courier or
recorded delivery shall be deemed to be This Agreement and any non-contractual obligations
served three (3) Business Days following the arising out of or in connection with it are governed
day of posting. Notice sent by electronic by and construed in accordance with the laws and
mail shall be deemed to be served on the regulations of the Abu Dhabi Global Market and, as
same Business Day as the message is applicable in the Abu Dhabi Global Market, the laws
transmitted if sent during business hours or of the Emirate of Abu Dhabi and the federal laws of
the next Business Day if sent outside of the the United Arab Emirates.
business hours. In all other cases, notices are
deemed to be served on the day when they 24. JURISDICTION
are actually received. “Business Days”
shall mean business days on which banks are Any dispute, claim or controversy arising out of or in
open in the Emirate of Abu Dhabi. connection with this Agreement, including any
question regarding its existence, validity or
termination, (a Dispute) is to be, in the first instance,
15. LANGUAGE
referred by either Party to the representative of each
Any document provided in connection with this of the Parties for resolution. If the Dispute cannot be
Agreement must be in English unless the Parties resolved by the representatives of the Parties within
otherwise agree. 30 days after the referral of such dispute to the
representatives of the Parties, then the courts of the
16. WAIVER Abu Dhabi Global Market will have exclusive
jurisdiction to hear and determine such Dispute.
The rights of each Party hereunder: (a) may be
exercised as often as necessary; (b) are cumulative 25. AUTHORSHIP
and not exclusive of rights or remedies provided by
law; and (c) may be waived only in writing and Each Party hereby expressly acknowledges and
specifically. A Party’s delay in the exercise or non- agrees that this Agreement has been freely and fairly
exercise of any right is not a waiver of such right. negotiated among the Parties. If any ambiguity or
question of intent or interpretation arises, this
17. FURTHER ASSURANCE Agreement will be construed as if drafted jointly by
the Parties and no presumption or burden of proof
Each Party undertakes to sign all documents and to will arise favoring or disfavoring any Party because
do all other acts, which may be necessary to give full of the authorship of any provision of this Agreement.
effect to this Agreement.
26. COUNTERPARTS
18. COSTS
Each Party shall pay the costs and expenses incurred This Agreement may be signed in any number of
by it in connection with the entering into of this counterparts, and each Party may sign one or more
Agreement. counterpart. The counterparts shall together form
and be construed as one and the same document.
19. THIRD PARTY RIGHTS [Signature Page Follows]
Except as explicitly provided herein, no person or
entity of any nature may enforce any of the terms,
provisions or rights under this Agreement or shall
have any third party rights of any kind.

20. ENTIRE UNDERSTANDING

This Agreement constitutes the entire agreement of
the Parties in relation to its subject matter, and any
and all prior agreements, understandings, and
representations are terminated and cancelled and are
of no further force and effect.

21. SEVERANCE

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IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the day and year first above written.

For and on behalf of: Abu Dhabi Global Market

By:
Name: [ ]
Title: [ ]

For and on behalf of: [Insert name of Service Provider]

By:
Name: [ ]
Title: [ ]

(an authorized signatory of [Insert name of Service Provider])

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 SCHEDULE 1

GOODS

Item No. Description Quantity Rate Amount (AED)

(AED)

1. -

2.

3. -

4.
I.

5.

GOODS SUPPLY AGREEMENT

SCHEDULE 1 – XXXXX