JOINT VENTURE

November 28, 2023

JOINT VENTURE

This Joint Venture (hereinafter referred to as the “Agreement/Venture”) is made on
__________________20___ Between ____________________, a Saudi Arabia
entity (hereinafter referred to as “Party A”) and __________________, a Polish entity
(hereinafter referred to as “Party B”). Together referred to as the “Parties”.
1. General purpose.
The general purpose of the venture is for Party A to be a local entity for projects with
the government involving Information Technology related software licensing and
Application development services on behalf of Party B.
2. Term.
The Venture shall begin on the date signed by the parties below (hereinafter referred
to as the “Effective Date”) and continue indefinitely unless otherwise terminated or
the Venture ceases to exist.
3. Obligations.
The parties herein agree to the following obligations and duties: –
 Party A will be involved in all contractual negotiations and decisions.
 Party B will cover all the work and expenses of any contracted projects.
4. Proceeds.
Party A will receive a percentage ____ being the contractual front for this agreement.
Parties agree that there will be an additional profit sharing for projects brought to this
agreement by Party A by leveraging their local knowledge and network. Which will
be determined on a case-by-case basis.
Party A will receive the stated percentage after all the expenses have been settled.
5. Venture Account.
All venture funds shall be deposited in the bank account details of Party A the
contractual entity.
6. Confidentiality and Non-Disclosure.
Until such time as the parties enter into a separate Confidentiality and Non-
Disclosure Agreement, the parties agree to maintain the confidentiality of any
Proprietary or Confidential information disclosed or learned during the venture, as it
would their own confidential and proprietary information; and shall not use the
Confidential Information other than for the purposes of the venture, without the
specific prior written authorization of the other Party.

7. Non-Competition and Non-Circumvention.
During the term of this venture or subsequent agreement, the parties agree not to
directly compete against each other in offering and developing similar Projects in the
designated Venture geographic market(s), without the express written permission of
the other.
Upon the expiration of any term, non-renewal, or in the event of mutual termination,
the parties agree not to directly compete against each other in offering and
developing similar Projects for a reasonable time, but not more than six months,
without the express written permission of the other.
During the term of this Venture or subsequent agreement, or upon the expiration of
any term, non-renewal, or in the event of mutual termination, the parties agree not to
otherwise circumvent each other by attempting to pursue the same or similar Project
or agreements with any of the parties’ providers, partners, vendors, clients, or others
associated with this Project or current businesses, without the express written
permission of the other.
8. Governing Law.
This Agreement shall be construed, governed, interpreted, and applied according to
Saudi commercial laws and regulations.
9. Termination.
Parties herein agree that this agreement may be terminated in the event the terms of
this agreement have been violated and in the event the business is posing unstated
risks.
10. Severability.
In the event a court of competent jurisdiction declares any term or provision of this
Agreement to be invalid or unenforceable for any reason, this Agreement will remain
in full force and effect and either:
a. The invalid or unenforceable provision(s) will be modified to the minimum
extent necessary to make such provision(s) valid and enforceable; or
b. If such a modification is not possible, this Agreement will be interpreted as if
such invalid or unenforceable provision(s) were not a part of this Agreement.
11. Waiver.
The waiver by either party of the breach of any covenant or provision in this
Agreement shall not operate or be construed as a waiver of any subsequent breach
by either party.

12. Amendment.
This agreement can only be amended with the written consent of all parties and
having the amended agreement executed by both parties herein.
13. Entire Agreement.
This instrument contains the entire Agreement between the parties and supersedes
any agreement or promises made prior between the parties.
IN WITNESS WHEREOF, the parties hereunto set their signatures and
acknowledged this Agreement as the date first above written.
Signed by Party A; –
Signature:
__________________________
Name:
______________________________
Date:
______________________________
Email Address:
_____________________

Signed by Party B; –
Signature:
__________________________
Name:
______________________________
Date:
_______________________________
Email Address:
_____________________

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