MANAGEMENT AGREEMENT

August 28, 2023

MANAGEMENT AGREEMENT

This Management Agreement is made on 23.11.2022, in Manama, between
M/s. V. K. Universal Property Management Co. w.l.l., of P.O. Box: 1713,
(hereinafter referred to as the First Party), which expression where the context so
admits shall include its successors, transferees and assigns of the one part
And
M/s. East Plum Management w.l.l., C.R. No: 103972-1, of address flat/shop 22,
bldg. 292, road 22, block 324, Al fateh, Manama, Kingdom of Bahrain, represented
by Ms. Phagakrong Johnson, Thai Nationality and Passport # AC2141569, Bahrain
ID No: 810239957, residing at flat/villa 136, Building 633, Road 4015, Block 340,
Juffair, Kingdom of Bahrain (hereinafter referred to as the Second Party) which
expression where the context so admits shall include its successors, transferees and
assigns of the other part.
The First Party and the Second Party collectively referred to as the “Parties” or
individually as the “Party”). In consideration of covenants and agreements contained
in this agreement, and other good and valuable consideration, the receipt of which is
hereby acknowledged, Parties agree to the following terms and conditions and to be
bound thereby:

  1. (a) Pursuant to an offer made by the Second Party to manage fully furnished and
    equipped Club – LIV and Crossroads – lounge located in the ground floor of Juffair
    Gate Hotel, address Bldg No: 733, Road: road 4016, block 340, Juffair, Kingdom of
    Bahrain (hereinafter referred to as Outlets) to the First Party.
    The First Party agrees to give for management the Outlets to the Second Party for a
    fixed period of three (3) years commencing from 01.12.2022, renewable as per the
    discretion of the First Party only.
    (b) Both parties agree that the Management Fee will be BD 16,000/- ( Bahrain Dinars
    Sixteen Thousand ) per month. The management fee will be increased by ten ( 10 %
    ) per cent every year. The Management Fee shall be payable to the First Party as
    stated below with effect from 10.11.2021.
    (c). The Management Fee herein shall be paid in advance on the 5 th day of every
    month. The Second Party will give two month’s Management Fees (BD. 38,720/-) as
    deposit and one month’s rent in advance at the time of signing of this agreement.
    The Second Party will also give thirty two ( 32 ) post dated cheques of which ten ( 10 )
    cheques will be of BD 16,000/- ( Bahrain Dinars Sixteen Thousand ) each, eleven (11)
    cheques will be of BD 17,600/- ( Bahrain Dinars Seventeen Thousand Six Hundred ) each
    and eleven ( 11 ) cheques will be of BD 19,360/- ( Bahrain Dinars Nineteen Thousand Thee
    Hundred and Sixty) each towards the management fee for the first two years of the
    agreement at the time of signing of this agreement. M/s. East Plum Management w.l.l.
    and Ms. Phagakrong Johnson will be jointly and severally fully responsible for the
    payment of the Management Fees to the First Party.
    (d) If the Second party wishes to terminate this agreement before the expiry of the
    agreement then the Second party shall pay to the First party the management fees

2

for the remaining period of the management agreement. Provided that the
agreement shall stand terminated automatically in one of the following events:
i. If the Second party violates any of the covenants of this agreement and
does not remedy the same within _______days.
ii. If any immoral or illegal activity is carried out in the Outlets
iii. If the Outlets / hotel is closed by the authorities due to the acts or
omissions of the Second party.
iv. In the event of the Second Party’s bankruptcy or insolvency. The Second
Party’s heirs or business associates may not claim any right to this
management agreement and they shall hand over the Outlets to the First
Party or his representatives upon his request.
v. If the Second Party or her subordinates causes any serious damages to
the Outlets or to the Hotel.
vi. If the Second Party or her subordinates uses the Outlets for any other
purpose other than the purpose for which it is agreed.
vii. If the Second Party or her subordinates fails to maintain the Outlets
according to the standards agreed in this agreement which results into the
Outlets becoming unsuitable for the Outlets operations.

in which case the Second party agrees to vacate and handover the Outlets within
___________days of the termination, and also pay the management fee for the
remaining period of the agreement to the First party.
(e) Any delay by the Second Party in paying rent or issuing cheques or any delay in
honouring the cheques or if any of the cheques are returned by the bank due to the
Second Party’s fault on the due dates or any violation by the Second Party of the
terms and conditions of this agreement will be considered as breach of this
agreement and the agreement will remain revoked, cancelled and terminated
automatically if the Second Party does not remedy the issue within _______days.
Upon termination, the Second Party’s stay at the Outlets shall be deemed illegal
without referring the matter to the courts of Bahrain and the First Party will take over
the Outlets have the right to claim the Management Fee for the remaining period of
the agreement. Failure to vacate, and hand over the Outlets or pay the Management
fee shall entitle the First Party to exercise its rights which shall include but not be
limited to eviction and claiming compensation.
In addition, the First Party shall be entitled to seek an attachment order upon all the
contents, equipment, etc. belonging to the Second Party kept in the Outlets. In this
event, the Second Party may not for any reason whatsoever demand that the
payment of Management Fee be deferred, reduced or be subject to any set-off
against any repair costs or otherwise in connection with the leased Property or may
he deposit the aforesaid rent with the Court Treasury in case of any attachment
being imposed by virtue of a final court judgment in favour of the First Party.

  1. The Second Party covenants as follows
    (a) Second Party shall be responsible for payments of salary, wages, allowances,
    indemnity, leave pay, traveling expenses, SIO fees, LMRA fees, VAT, training levy,
    tourism levy, health insurance, visa charges, food, accommodation, medical
    insurance, etc. and other benefits due to all the employees working in the Outlets
    according to the laws of the Kingdom of Bahrain as well as for all goods and services
    received by the Outlets (including but not limited to electricity, water, telephone, fax,
    internet etc.) during the period of the agreement. The Second Party shall not avail
    any credit facility from any suppliers or any financial assistance from any sources or
    open or operate bank accounts under the name of the Outlets / hotel. The Second
    Party shall be solely responsible for all purchases. The First Party will not be in any
    way responsible for any purchases, wages, salaries and other dues as mentioned

3

above to the staff including all service benefit payments and market liabilities. The
Second Party shall give proof of payment of salaries and all other dues to the staff
including payment of LMRA fees, SIO fees, payments to health insurance every
month to the First Party.
(b) To pay on time the appropriate authorities, Government charges, medical
charges, VAT, taxes, levies, work permit charges, renewal charges, including the
contributions to Social Insurance Scheme, Health insurance, Tourism Levy etc.
which are now or hereinafter become charged upon and payable in respect of the
Outlets.
(c) To maintain and operate the Outlets with the standards and reputation of a Four
Star Deluxe hotel.
(d) Not to use the Outlets for any illegal or immoral purposes.
(e) Second Party cannot assign, sub-lease or sub-licence the Outlets without the
prior written consent of the First Party which consent shall not be unreasonably
denied or delayed.
(f) To permit the First Party and his agents, with necessary workmen and equipment,
after serving an advance notice of at least 24 hours (except in emergency
situations), to enter and inspect the Outlets. The First Party shall undertake any un-
attended work that is the Second Party’s responsibility, at the cost of the Second
Party.
(g) To obtain and at all times to maintain and to observe and perform all terms and
conditions of all the Licenses, registration, consents and permissions necessary or
desirable for the operation of the Outlets from the concerned authorities.
(h) To strictly comply with all the existing as well as future rules and regulations
pertaining to the Outlets operation including working hours as prescribed by tourism
directorate, ministry of health and other Government authorities of the Kingdom of
Bahrain.
(i) To strictly comply with the regulations pertaining to female staff with regards to
their accommodation and to strictly forbid them from visiting any hotel guest rooms.
(j) To maintain the Outlets always clean and tidy and in good condition including
repainting whenever necessary.
(k) To be responsible for and to carry out the maintenance, repairs and replacements
of all furniture, fixtures, fittings and equipment and services at their own expense
which may be necessary for the proper functioning of the Outlets.
(l) Not to be done or cause to be done anything which could cause nuisance or
disturbance to hotel guests, neighbours or to the public at large in relation to the
Outlets.
(m) To yield up the Outlets peacefully at the expiry or termination of the agreement
with all additions thereto fixtures thereof as it was handed over to the Second Party.
(n) Linen, consumables etc. will be the responsibility of the Second Party.
Cutlery/Crockery provided by the First party shall be maintained/ replaced whenever
required.

4

(o) To appoint a professionally qualified and well experienced manager to ensure
efficient and effective plans to run the Outlets as per Four Star Deluxe hotel
standards. The Curriculum Vitae of the key personnel including managers should be
submitted to the First party and written approval obtained from the First party prior to
their appointment. Termination of the staff who are under the sponsorship of the First
Party or the group companies, by the Second Party must be with proper reason with
evidence and with the written approval of the First Party.
(p) All Bahraini staff working in the Outlets should change their CPR and GOSI
registration in the name of the Hotel immediately. No free visa worker is permitted to
work in the Outlets at any time.
(q) The Second Party shall pay levy on revenue generated from the Outlets as per
the rules and regulations of the tourism authority.
(r) All credit cards and benefit pay portal in the Outlets will be operated through the
bank account of Juffair Gate Hotel. Second Party is not authorized to use / keep any
other credit card machine in the Outlets at any time during the period of this
agreement. First Party has the right to remove any other credit card machine or
benefit pay portal kept or used in the Outlets after serving a written notice of at least
________days to the Second Party.
(s) Not to alter or modify anything in the Outlets without the prior written consent in
writing from the First Party. Further the Second Party shall at the First Party’s
choice, by the end of the term of the management agreement restore the Outlets to
the same condition as they were prior to such alterations or vacate the Outlets in the
modified stage leaving all the modifications, decorations etc. intact in the Outlets
without any claim against First Party for compensation against the costs incurred by
the Second Party in such alterations or modifications unless otherwise agreed in
writting.
(t) The Second Party agrees not to remove items belonging to the Second Party if
any in the Outlets until and unless all the claims are settled with the First Party in
accordance with the agreement upon termination/ expiry of the agreement.
(u) To ensure that the employees adhere to the appropriate dress code and conduct
of a Four Star Deluxe hotel.
(v) The Second Party vows not to throw any waste or objects in the Outlets/ hotel
building and to strictly adhere to the arrangements followed by the hotel
management for waste collection.
(w) The Second Party undertakes responsibility for fire in the Outlets and any
resultant loss including damages that result from the fire due to negligence of the
Second Party or her subordinates.
(x) The Second Party agrees not to do nor allow any acts or omissions that may
cause inconvenience and disturbance to the Outlets or its guests and staff or
occupants of the other parts of the Outlets.
(y) The Second Party undertakes not to bring or use any toxic, flammable or
dangerous materials in the Outlets that are not necessary for the normal operation of
the Outlets.

5

(z) The Second Party is committed to the internal regulations of the Outlets with
regard to security, hygiene and personnel affairs. The Second Party is also
committed to the internal policy of the Outlets with regard to staff.

  1. First Party shall permit the Second Party and her staff and customers to have
    uninterrupted access to the Outlets during the management period as long as the
    Second Party follows all the terms and conditions of this agreement.
  2. In the event of expiry or termination of the agreement the Second Party
    undertakes to clear all market liabilities, payments due to the employees and to
    make good for any loss & damages to the First Party and also to handover the
    Outlets in good condition as it was handed over to the Second Party within
    _______days of the termination. Normal wear & tear exempted. In case of expiry
    /termination of the agreement for any reasons whatsoever the Second Party will
    hand over the Outlets along with the staff in fully operational condition.
  3. First Party reserves the right of signing of all documents and to represent the
    Outlets in front of all Government authorities and all the charges are to be borne by
    the Second Party. Second Party is not authorized to sign any of the documents in
    the name of the Outlets or Hotel. Second Party is not authorized to keep or use the
    stamp / seal of Juffair Gate Hotel or Outlets at any time during this Management
    Agreement.
  4. The First Party will not accept any responsibility including any suspension of
    Management Fees in the event of any action / closure of the Outlets by the
    concerned authorities due to non-compliance by the Second Party of the rules and
    regulations laid by the Government of Bahrain.
  5. Any notice to the First Party shall be deemed to be as served if sent by registered
    post or recorded delivery to Post Box 1713, Manama, Kingdom of Bahrain. Any
    notice to the Second Party shall be deemed to be served if sent to the Second Party
    by registered post or recorded delivery to flat/shop 22, bldg. 292, road 22, block 324,
    Al fateh, Manama, Kingdom of Bahrain or to flat/villa 136, Building 633, Road 4015,
    Block 340, Juffair, Kingdom of Bahrain.
  6. Confidentiality. All non-public, confidential, or proprietary information of a Party
    (Disclosing Party), whether disclosed orally or disclosed or accessed in written,
    electronic or other form or media, and whether or not marked, designated or
    otherwise identified as “confidential” in connection with this Contract is confidential,
    solely for the use of performing this Contract and may not be disclosed or copied
    unless authorized in advance by the Disclosing Party in writing. Upon the Disclosing
    Party’s request, the other Party (Recipient Party) shall promptly return all documents
    and other confidential materials received from Disclosing Party. Disclosing Party
    shall be entitled to injunctive relief for any violation of this Section. This Section does
    not apply to information that is: (a) in the public domain; (b) known to Recipient Party
    at the time of disclosure, or (c) rightfully obtained by Recipient Party on a non-
    confidential basis from a third party. In addition, this Agreement is confidential and
    cannot be divulged to third parties by a Party, unless as provided by law, without the
    written consent of the other Party.
  7. Force Majeure. Neither Party shall be considered in breach of this Agreement or
    entitled to terminate this Agreement by virtue of any delay or default in performance

6

by the other Party (other than a delay or default in the payment of money) if such
delay or default is caused by an event which a diligent party could not have
reasonably avoided in the circumstances, which is beyond the control of a party and
includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or
adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts,
confiscation or any other action by government agencies; provided that the Party
experiencing the difficulty shall give the other prompt written notice following the
occurrence of the cause relied upon, explaining the cause and its effect in
reasonable detail and provided such Party resumes performance as soon as is
reasonably practicable. Dates by which performance obligations are scheduled to be
met will be extended for a period of time equal to the time lost due to any delay so
caused.

10.General Provisions. Neither party shall be held to a higher standard than the
other party in the interpretation or enforcement of this Contract as a whole or any
portion hereof based on drafting responsibility. Either Party may request changes to
the agreement, but they will only be effective if agreed in writing, and signed by all
Parties. A waiver by one Party of any right or benefit provided in this Agreement
does not infer or permit a further waiver of that right or benefit, nor does it infer or
permit a waiver of any other right or benefit provided in this Agreement. The
provisions of this agreement are severable. If any provision is held to be invalid or
unenforceable, it shall not affect the validity or enforceability of any other provision.
This agreement may be executed in any number of counterparts, each of which shall
be deemed to be an original and all of which taken together shall constitute one
instrument. This agreement constitutes the entire agreement between the parties. It
supersedes all prior oral or written agreements or understandings between the
Parties concerning the subject matter of this agreement. All documents annexed to
this agreement shall be subject to the terms under this agreement, provided that the
Parties append their signatures on the documents. The Parties will exercise utmost
good faith in this agreement. The article and section headings in this agreement are
for convenience; they form in no part of this agreement and shall not affect its
interpretation.
All pronouns and any variations thereof shall be deemed to refer to the masculine,
feminine, neuter, singular, or plural, as the identity of the person or entity may
require. As used in this agreement: words of the masculine gender shall mean and
include corresponding neuter words or words of the feminine gender, and words in
the singular shall mean and include the plural and vice versa. Each Party shall, upon
the reasonable request of the other Party, execute such documents and perform
such acts as may be necessary to give full effect to the terms of this Agreement. This
agreement shall be governed by and construed in accordance with the Laws of the
Kingdom of Bahrain without regard to its conflict of laws provisions.
Both parties accept all above terms and put their signatures as a token of their
acceptance.

First Party Second Party

7

Witness Witness

07.11.2021
V. K. Universal Property Management Co. w.l.l.SPC.
P O Box 1713, Manama, Kingdom of Bahrain
Sirs,
Sub: Undertaking letter
Ref: Management Agreement dated 07.11.2021 for ClubLIV and Crossroads
(Outlets ) in Juffair Gate Hotel, Building # 733, Road 4016, Block 340, Juffair,
Kingdom of Bahrain.
With reference to the above, we hereby undertake that the Management Fees will be
paid to you by us on the due-date without fail. In case of my failure to pay the
Management Fees on the due date for any reason, V. K. Universal Property
Management Co. w.l.l. has the right to revoke, terminate and cancel the
management agreement dated 07.11.2021 without any notice to us within
________days of our refusal to remedy the issue, and our stay in the Outlets in
Building #733, road 4016, Block 340, Juffair, Kingdom of, Bahrain shall be illegal
and we will hand over the above mentioned Outlets to you in good operational
condition as we received from you within _________days upon your request.
In case of our refusal to handover the outlet to you as aforementioned, I hereby
agree to pay management fee of BD 45,000/- ( Bahrain Dinars Forty Five Thousand
) per month without fail.

8

In case if the categorization of the hotel is degraded by the authorities for any
reasons due to our or our staff actions, we will take full responsibility to upgrade it to
four star deluxe hotel category and obtain necessary clearances as four star deluxe
hotel from all authorities concerned.
We further undertake that we will adhere to all the terms and conditions of the
management agreement dated 07.11.2021 without fail.
Thanking you,
Yours sincerely,
For East Plum Management w.l.l.

Ms. Phagakrong Johnson
CPR No: 810239957

07.11.2021
M/s. V.K. Universal Property Management Co. w.l.l.
P.O. Box: 1713
Kingdom of Bahrain
Sir,
Sub: Undertaking letter
Ref: Management Agreement dated 07.11.2021 for two Outlets ( Club LIV and
Crossroads) in Juffair Gate Hotel, Building # 733, Road 4016, Block 340,
Juffair, Kingdom of Bahrain.
With reference to the above, we hereby undertake the following
 We will not sign any documents in the name of the outlet /Hotel.
 We will not keep / use the stamp/seal of the hotel.
 We will not purchase anything in the name of the outlet/ Hotel.
 All purchases will be in our company name.
 We will pay the salary and all other entitlements to the staff on time and
provide copies of the same to you every month.
 We will give the amount proportionate to the leave salary, indemnity and air ticket of
the staff every month to you.
 We will not use any other credit card machine and benefit pay portal other than those
belonging to the Hotel.
 We will pay the management fees on time without fail.
We further undertake that we will adhere to all the terms and conditions of the
management agreement dated 07.11.2021 without fail. We further undertake that
nothing in the agreement dated 29.11.2021, shall prevent V. K. Universal Property

9

Management Co. w.l.l, from enforcing any judgement against any money’s or assets held by
me in any other country or jurisdiction.

Thanking you,
Yours sincerely
For East Plum Management w.l.l.

Ms. Phagakrong Johnson

At Legal writing experts, we would be happy to assist in preparing any legal document you need. We are international lawyers and attorneys with significant experience in legal drafting, Commercial-Corporate practice and consulting. In the last few years, we have successfully undertaken similar assignments for clients from different jurisdictions. If given this opportunity, The LegalPen will be able to prepare the legal document within the shortest time possible. You can send us your quick enquiry ( here )