Memorandum of understanding template

Memorandum of Understanding

Contract no.: Contract number

Date: Contract date

Place: City of signing

Parties

First Party (First Party): First party name, CR / ID no. First party CR, national address: First party address, e-mail: First party e-mail, mobile: First party mobile, represented by First party signatory as First party signatory title.

Second Party (Second Party): Second party name, CR / ID / freelance document no. Second party CR, VAT no.: Second party VAT no., national address: Second party address, e-mail: Second party e-mail, mobile: Second party mobile, represented by Second party signatory as Second party signatory title.

Article 1: Recitals and definitions

1.1 Whereas the parties wish to explore cooperation in: Cooperation field, serving their shared goals, they agree as follows.

1.2 The recitals and schedules form an integral part of this Contract and are read with it. In a conflict, this Contract prevails, then the schedules in numerical order.

1.3 "Business Day" means any day other than Friday, Saturday and an official holiday in the Kingdom of Saudi Arabia. "Laws" means the laws and regulations in force in the Kingdom.

1.4 Each party confirms that it has legal capacity to contract, that its signatory is authorised, and that entering into this Contract breaches no other obligation binding on it.

Article 2: Purpose and areas of cooperation

2.1 Purpose: Purpose of the MoU.

• First area: First cooperation area.

• Second area: Second cooperation area.

• Third area: Third cooperation area.

2.2 Other areas may be added with both parties' written consent.

Article 3: Legal nature

3.1 This MoU expresses the parties' wishes and creates no duty to make a deal, pay money or be exclusive, and no liability, except the expressly binding terms: confidentiality, costs, duration, no partnership and governing law.

3.2 The parties shall negotiate in good faith under the Civil Transactions Law; withdrawing from talks is not a fault unless in bad faith.

3.3 For a binding commitment, the parties shall sign a separate contract stating price, scope, term and liability.

Article 4: Responsibilities and coordination

| Item | First Party | Second Party |

| --- | --- | --- |

| Responsibilities | First party responsibilities | Second party responsibilities |

| Contact | First party contact | Second party contact |

4.1 The contacts meet every Meeting frequency and write a summary. Timetable: Timetable.

Article 5: Costs, publicity and marks

5.1 Each party bears its own costs, and no others unless agreed in writing.

5.2 Neither party uses the other's name or logo or announces this MoU without prior written consent.

5.3 Each party's intellectual property stays its own and does not pass under this MoU. Rights in joint work are set in a later contract.

Article 6: Term and ending

6.1 It runs from Start date for Contract term, and may be extended in writing.

6.2 Either party may end it on 30 days' notice without compensation; confidentiality and any separate contracts continue.

Article 7: Moving to a final contract

7.1 The parties shall exchange what is needed to assess the cooperation within Information exchange time days, then prepare a draft final contract within Final contract time days if they find it worthwhile.

7.2 Not signing a final contract gives rise to no compensation, unless talks were broken off in bad faith, when compensation is limited to proved actual costs. This MoU ends when a final contract is signed, whose terms prevail.

7.3 Before acting, each party shall check the licences and approvals needed for the cooperation, including those of regulators and under the Competition Law where they apply.

Article 8: Review and changes

8.1 The parties review progress at the end of each stage of the timetable, state what has been achieved and what needs changing, and record this in a report signed by the contacts. The report changes this MoU only if it says so and is signed by the authorised signatories.

8.2 Neither party commits resources, staff or money on the strength of this MoU alone, and any task with a cost needs prior written approval stating its value and who bears it.

Article 9: Documents, correspondence and proof

9.1 Each party keeps a copy of this Contract, its schedules, payment receipts and handover reports for at least 5 years after it ends, or any longer statutory period.

9.2 Correspondence through the e-mail or mobile at the head of this Contract, and approved government platforms, is proof where it can be attributed to its sender, under the Electronic Transactions Law and the Evidence Law. Nothing said orally changes this Contract.

9.3 The party receiving money gives a receipt for each sum, stating what it covers. No payment is a final release unless that is stated in writing.

Article 10: Personal data protection

10.1 The parties shall comply with the Personal Data Protection Law and its regulations. Where the Second Party processes personal data for the First Party, it acts as processor and processes it only on the First Party's written instructions and for the purpose of this Contract.

10.2 The Second Party shall apply suitable security and technical measures, limit access to those who need it, and use a sub-processor only with the First Party's prior written approval and on equivalent terms.

10.3 The Second Party shall notify the First Party of any leak or unauthorised access without delay and within 24 hours of becoming aware, with the information the First Party needs to report to the competent authority within the statutory 72 hours.

10.4 Data leaves the Kingdom only in line with the statutory controls. When the Contract ends, data is returned or securely deleted within 30 days unless a law requires it to be kept.

Article 11: Confidentiality

11.1 Each party shall keep the other's non-public information confidential, use it only to perform this Contract, and disclose it only to staff and advisers who need it and are bound by confidentiality.

11.2 This excludes information that is public through no fault of the recipient, or that a competent authority lawfully requires, provided the other party is told where possible. The duty lasts 3 years after the Contract ends, and information is returned or destroyed on request.

Article 12: Force majeure and exceptional circumstances

12.1 A party is not liable for delay or failure caused by an event beyond its control that was unforeseeable and unavoidable, provided it notifies the other within 7 days and makes reasonable efforts to limit the effect. Force majeure does not excuse paying what fell due before it occurred.

12.2 Affected obligations are suspended for the duration. If the event lasts more than 60 days, either party may terminate by written notice, with payment for work actually performed.

12.3 If unforeseeable general exceptional circumstances make performance so onerous as to threaten a heavy loss, the affected party may request renegotiation without delay while continuing to perform, as provided by the Civil Transactions Law.

Article 13: General provisions

13.1 Notices are in writing and sent to the addresses at the head of this Contract; the registered e-mail is valid, and a notice counts as received on the next Business Day. Each party shall report any change of address.

13.2 Neither party may assign this Contract or subcontract without the other's prior written approval, and it remains responsible for its subcontractors.

13.3 Delay in using a right does not waive it, and this Contract changes only by a signed written annex. If a provision is void the rest stays in force, unless that provision was the reason for contracting.

13.4 The parties shall comply with the rules against bribery, corruption and money laundering. Neither is the agent, partner or employer of the other, and each bears the obligations of its own staff.

13.5 This Contract may be signed electronically under the Electronic Transactions Law, and electronic signatures and records have their legal force. It is made in two copies, one for each party.

Article 14: Governing law and disputes

14.1 This Contract is governed by the laws of the Kingdom of Saudi Arabia, including the Civil Transactions Law, and in a manner consistent with Islamic Sharia.

14.2 The parties shall try to settle any dispute amicably through their representatives within 30 days of notice, and may then use conciliation through the Taradhi platform.

14.3 If it remains unresolved, it shall be decided by: Forum: the competent courts in the city of ... / arbitration under the rules of the Saudi Center for Commercial Arbitration, seated in .... The parties shall keep performing whatever the dispute does not affect.

14.4 Where made in Arabic and English, the Arabic text prevails in any difference.

Schedules

• Schedule 1: cooperation plan and responsibilities.

Signatures

The parties sign this Contract after reading and accepting all of its terms.

| First Party (First Party) | Second Party (Second Party) |

| --- | --- |

| Name: First party signatory | Name: Second party signatory |

| Signature: First party signature | Signature: Second party signature |

| Date: Signing date | Date: Signing date |