A. BACKGROUND.

ERPHealth provides a web-based platform (the “ERPHealth Platform”), the functionality of which is to track mental health related data (the “ERPHealth Services”) and deliver measurement-based care for behavioral health. This Agreement is being entered into so that the ERPHealth Services and platform can be integrated with the Client to enable the Client to offer screening for behavioral health and substance abuse amongst its users. This Agreement allows the Client to integrate the ERPHealth Services as part of the Client’s services and likewise allows ERPHealth to receive and access information collected through the ERPHealth Services as part of a patient’s on-going treatment. Additionally, this Agreement provides the Client a license to use the ERPHealth Core Technology.

In taking into account the mutual covenants of the parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is mutually covenanted and agreed as follows:

B. DEFINITIONS.

In addition to the defined terms in the Order Form, the following defined terms hereunder shall have their corresponding meanings.

1. “Agreement” means this Agreement, including any Order Forms, Exhibits and amendments hereto which are incorporated by reference herein and made a part hereof as may be modified or amended from time to time in accordance with the terms hereof.

2. “Claim” or “Claims” mean civil, administrative, and criminal actions, claims, suits, and legal proceedings of any kind.

3. “Confidential Information” mean any and all information related to the business, activities, methods or facilities of a Party that: (i) is not generally known to the public, (ii) derives value, economic or otherwise, from not being generally known to the public or to other persons who can obtain value from its disclosure or use, and (iii) is subject to efforts that are reasonable under the circumstances to maintain the secrecy thereof. Subject to the exceptions in Section H, all Confidential Information shall be considered such, whether written or oral, and in any form which such information is either marked as confidential or proprietary or which a reasonable person would understand to be confidential under the circumstances surrounding disclosure (including, without limitation, engineering documents, research and development, manuals, reports, drawings, plans, flowcharts, software (in source or object code, program listings, data file printouts, printed circuit boards, processes, trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques, information regarding plans for research and development, component part listings and prices, product information, marketing and selling plans, business plans, new product plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers, and information regarding the skills and compensation of employees or consultants of the relating to a party’s business or technology) which is disclosed by a party either directly or indirectly to the other party.

4. “Data Breach” means the unauthorized, accidental, or unlawful destruction, loss, alteration, disclosure, or access to the Patient Data transmitted, stored, shared, or otherwise processed.

5. “De-Identified Patient Data” means Patient Data that has been de-identified and no longer contains any identifiable Patient Data or other data.

6. ⁠“ERPHealth Core Technology” or “Core Technology” means the suite of ERPHealth technology, including without limitation, the ERPHealth Platform/ERPHealth Services, and screening tools (together with any changes, security updates, enhancements, extensions, adaptations, components, additions, improvements and applications thereto now existing and hereafter devised).

7. “ERPHealth Property” means the ERPHealth Core Technology, all Intellectual Property Rights appurtenant thereto, and all De-identified Patient Data received by ERPHealth.

8. “Facility Activation” means the date each Patient Care Facility onboards the ERPHealth Services pursuant to the corresponding Order Form.

9. “Fees” means the Fees set forth on the Client’s corresponding Order Form.

10. “Intellectual Property Rights” means all concepts, inventions (whether or not protected under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protected under copyright laws), moral rights, mask works, trademarks, trade names, trade dress, trade secrets, publicity rights, names, likenesses, know-how, ideas (whether or not protected under trade secret laws) and all other subject matter protected under patent (or which is not patented, but is subject matter that is protected under patent law), copyright, mask work, trademark, trade secret, or other laws, whether existing now or in the future, whether statutory or common law, in any jurisdiction in the world, for all media now known or later developed, including all new or useful art, combinations, discoveries, formulae, algorithms, specifications, manufacturing techniques, technical developments, systems, computer architecture, artwork, software, programming, applets, scripts, designs, processes and methods of doing business.

11. “Order Form Effective Date” refers to the date on which the Order Form is countersigned by ERPHealth and goes into effect.

12. “Order Form” refers to the order form agreed to by ERPHealth and Client which is incorporated herein by reference and contains various contract details and parameters, including without limitation, term, fees, billing information, etc.

13. “Patient” means an individual who is treated by the Client or a medical provider working for or on behalf of the Client or is admitted to or being treated at a Patient Care Facility.

14. “Patient Data” means data collected by the Provider or by any person employed at the Patient Care Facility relating to the patient.

15. “Patient Care Facility” means a private establishment, both physical and virtual, providing healthcare related services to Patients.

16. “Provider” means any person or entity who proposes to provide, or does provide, healthcare services, in-person or virtually, to a Patient that includes but is not limited to a clinician.

17. “Term” means the term of this Agreement (and qualified by the Order Form).

C. OWNERSHIP; LICENSES, AND INTELLECTUAL PROPERTY RIGHTS.

1. As between the Parties, the ERPHealth Property shall at all times be and remain the sole and exclusive property of ERPHealth, including without limitation all worldwide Intellectual Property Rights embodied in, related to, or appurtenant therein. For the avoidance of doubt, no updates, modifications, improvements or derivations made to the ERPHealth Property, whether in connection with any customization carried out for Client or otherwise, is or will be deemed a derivative work of the Deliverables, as the same shall remain the sole property of ERPHEALTH.

2. The Client may not remove any proprietary notice of ERPHealth or any third-party on the ERP Property.

3. All rights in and to the ERPHealth Property not granted to the Client in this Agreement are reserved to ERPHealth. Except as otherwise expressly provided hereunder to the contrary, ERPHealth grants no express or implied Intellectual Property rights to Client in the ERPHealth Property. ERPHealth may make changes to ERPHealth Property at any time without notice.

4. During the Term and thereafter, Client shall not, except as expressly permitted hereunder or under any Order Form: (i) use the ERPHealth Core Technology for any unlawful purpose or to store or transmit unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (ii) sell, resell, license, sublicense, distribute, make available, rent, lease, broker, transfer, or otherwise make available any of the ERPHealth Property to any third parties; (iii) utilize any of the ERPHealth Property to create any technology or service which is directly or indirectly competitive with the ERPHealth Core Technology; nor (iv) reverse engineer any of the ERPHealth Core Technology (the foregoing (i) through (iv, collectively, the “Prohibited Uses”). Client agrees that if ERPHealth determines or reasonably suspects that Client is, directly or indirectly, engaging in any of the Prohibited Uses, or Client is otherwise violating any provision of this Agreement, ERPHealth may take immediate action, including termination of this Agreement, any Order Form and/or Client’s right to use or access the Core Technology.

5. Any and all trademarks and trade names ERPHealth uses in connection with the rights granted hereunder are and shall remain the exclusive property of ERPHealth. This Agreement gives the Client no right therein, except a limited right to reproduce trademarks and trade names as necessary for the sole purpose of allowing the Client to fully promote and market the ERP Core Technology pursuant to the terms of this Agreement. Within reason and consistent with the purpose of this Agreement, ERPHealth’s logos and artwork may be requested and used by the Client for the duration of this Agreement.

6. During and after the Term of this Agreement, at ERPHealth’s request and expense, the Client agrees to provide reasonable assistance and cooperation for the purpose of ERPHealth confirming, transferring, maintaining, perfecting, and enforcing its Intellectual Property Rights as described herein.

D. TERM AND TERMINATION.

1. The Initial Term of this Agreement is set forth in the Order Form. After the Initial Term, this Agreement shall automatically renew for successive one (1) year terms unless specifically terminated by either party upon ninety (90) days prior written notice.

2. Termination.

(a) In the event of material breach of this Agreement by either party, the non-breaching party shall give written notice of material breach to the other party, who shall have thirty (30) calendar days thereafter to remedy the material breach. If the material breach is not remedied within such thirty (30) day period or, with respect to a material breach that is not capable of being cured within such thirty (30) day period, the breaching party has not initiated actions necessary to effect a cure and has not pursued such actions diligently, the non-breaching party may, at its option, terminate this Agreement upon written notice to the party in material breach.

(b) In the event that during the Term of this Agreement the Client fails to make any payment due to ERPHealth, upon written notice to the Client and a thirty (30) day period to cure, ERPHealth may allow view-only access or suspend access to the ERPHealth Services and platform. If the Client is able to cure the default, ERPHealth will restore access to the ERPHealth Services and platform. In the event that the Client is unable to cure the default by the end of such cure period:

1. ERPHealth will terminate all access to the entire account, logins, and dedicated instance; and

2. ERPHealth will provide the Client with an encrypted snapshot of all data that will be preserved in accordance with local PHI regulations.

(c) At any time, the parties may mutually terminate this Agreement by written agreement signed by both the parties.

(d) This Agreement may be terminated immediately by either party in the event the other party becomes insolvent, makes a general assignment for the benefit of its creditors, suffers or permits the appointment of a receiver for its business or assets, or shall become subject to any proceedings under the Federal Bankruptcy Act or any statute of a state of similar significance relating to insolvency or the protection of creditors. In the event the Client files for bankruptcy or insolvency, the Client specifically agrees to include ERPHealth on its schedule of creditors.

3. Rights and Duties Upon Termination.

(a) Upon the termination of this Agreement, ERPHealth shall immediately discontinue all applicable services (unless otherwise expressly directed by the Client), and subject to Section E, the Client shall be responsible to pay all applicable charges for services performed through the effective date of such termination. The parties shall thereupon have no further rights or obligations under this Agreement, except pursuant to those provisions hereof or thereof which expressly or implicitly are intended to survive its termination.

(b) Upon termination of this Agreement for any reason, and at the written request of the Client, ERPHealth shall return or destroy all PHI received from the Client, at the Client’s election, or created or received by ERPHealth on behalf of the Client. If no such request is received from the Client within sixty (60) days of termination, ERPHealth shall delete all of the Client data. ERPHealth shall not retain any copies of PHI unless return or destruction is deemed infeasible. If the return or destruction of PHI is infeasible, ERPHealth shall extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as ERPHealth maintains such PHI. For purposes of illustration only and not to limit the set of circumstances that could potentially make return or destruction infeasible, it would be infeasible for ERPHealth to return or destroy certain PHI that is part of work product and must be retained for document retention/archival purposes, as well as PHI stored as a result of backup email systems storing emails for emergency backup purposes. The foregoing expressly excludes De-Identified Patient Data, which ERPHealth may retain and utilize in accordance with the provisions hereunder.

4. Upon Termination of the Agreement, for whatever reason, ERPHealth shall and is entitled to retain any and all De-Identified Data collected by ERPHealth via the ERPHealth Services. The Client is not entitled to have the De-Identified Data returned to it for any reason.

5. Upon the termination of this Agreement for any reason, all rights and obligations which by their nature should survive shall remain in full force and effect. In particular, and without limitation, the provisions of Sections B, C, D, E, and H-L shall survive the termination of this Agreement.

E. FEES.

1. The Client agrees to pay, or cause payment to be made to ERPHealth pertaining to, the Fees as set forth on the Order Form as if set forth fully herein. The Client agrees the Fees will be paid in accordance with the payment terms provided on the Order Form.

2. A finance charge of 1.5% per month will be applied to balances unpaid for more than thirty (30) days.

3. Statement Disputes. If, upon receipt of an invoice, the Client wishes to dispute any charges, the Client agrees to notify ERPHealth in writing within (10) days of receipt of the invoice in question. Any Fee not contested in writing within (10) days of the date of the bill will be deemed accurate and accepted by the Client. If ERPHealth agrees with the dispute, the Client’s sole remedy, and ERPHealth’s sole obligation, is to provide a credit toward the next month’s invoice. The Client agrees it is not entitled to a refund, nor will any refund be issued by ERPHealth. If disputes cannot be resolved and it becomes necessary to institute collection efforts, the Client agrees to proceed with the dispute resolution provisions specified in Section 12 herein. Should ERPHealth be required to resort to civil litigation to recover unpaid fees, ERPHealth shall be entitled to attorney’s fees and costs associated with any efforts to recover such fees.

4. ERPHealth shall invoice Client the amount of any federal excise, value add and local transaction taxes imposed upon the provisioning of the ERPHealth Services under this Agreement. All such taxes must be stated as separate items on a timely invoice listing the taxing jurisdiction imposing the tax. Client shall pay all applicable taxes to ERPHealth that are stated on and at the time the applicable invoice is submitted by ERPHealth. ERPHealth shall remit taxes to the appropriate taxing authorities. ERPHealth shall honor tax exemption certificates, and other appropriate documents, which Client may submit, pursuant to relevant tax provisions of the taxing jurisdiction providing the exemption.

F. COMPLIANCE.

1. ERPHealth will carry out the ERPHealth Services and will maintain the ERPHealth Property in compliance with applicable laws and regulations.

2. Client hereby acknowledges and agrees that it will access or offer the ERP Services in full compliance, and shall at all times during the Term remain in compliance, with all applicable laws, rules, regulations, and governmental orders. In addition, Client shall take all steps required by applicable law to enable the Client to share Patient Data with ERPHealth. Without limiting the generality of the foregoing, Client is responsible for and required to obtain all necessary authorizations or consents from the Patient in order to use the ERPHealth Services. By using the ERPHealth Services, Client specifically warrants it has obtained all necessary and appropriate consents and/or authorizations from the Patient and is permitted by applicable law to use the ERPHealth Services.

3. ERPHealth may retain, use, process, and disclose only such Patient Data as reasonably needed to perform the ERPHealth Services related to the operation of the Core Technology. ERPHealth shall not sell any Patient Data processed or accessed in performing the ERPHealth Services. ERPHealth shall provide such assistance as Client reasonably requires to enable Client to respond to data subject requests allowed by law, including securely deleting, purging, or destroying Personal Data when instructed by Client in writing.

4. Client acknowledges that to utilize the ERPHealth Services, Client will input Patient Data. Client is in sole control of any Patient Data it inputs into the ERPHealth Services. The Client specifically states and warrants it is authorized to input and store the Patient Data pursuant to a Patient’s authorization and/or consent consistent with Client’s obligations under applicable laws. Withdraw of Consent.

5. In the event a Patient withdraws his/her consent for the processing of his/her Patient Data via the ERPHealth Services, Client is solely responsible to terminate use of the ERPHealth Services for that Patient and must notify ERPHealth the Patient has withdrawn consent.

6. In the event a Patient includes an individual who constitutes a minor in his/her primary jurisdiction, Client shall ensure it has obtained the appropriate consents to collect such Patient’s Patient Information and to input the same into the ERPHealth Services. In the event a minor, or any parent or guardian on behalf of a minor, or any regulatory body, brings a suit or regulatory action against ERPHealth for failure to obtain the appropriate consent, the Client shall indemnify, hold harmless, and defend ERPHealth against such lawsuit or regulatory action.

7. Client agrees that ERPHealth does not provide, direct, or control medical care or treatment, and Providers are not the agents or employees of ERPHealth. Accordingly, ERPHealth is not responsible for medical outcomes. All decisions regarding medical care or treatment and the results thereof are solely within the control of Client, or any Provider, and Patient. Execution of this Agreement and performance of obligations hereunder shall not constitute an undertaking by ERPHealth to render medical care or treatment. ERPHealth Services are intended to be a way to track patient-care related data, and the ERPHealth Services do not provide, nor are such services intended to provide, a diagnosis for a Patient and likewise does not recommend treatment or proper care for a Patient. Those decisions are solely and exclusively the responsibility of the Client and/or Provider.

G. DATA SECURITY AND PRIVACY.

1. ERPHealth agrees to abide by its own data privacy and security policies and procedures in accordance with applicable privacy laws and regulations. The ERPHealth Data security policies and procedures shall implement administrative, physical, and technical safeguards to protect certain data as contemplated by such laws and regulations.

2. Client agrees to abide by its own data privacy and security policies and procedures in accordance with applicable privacy laws and regulations. Client affirms that it has the appropriate administrative, physical, and technical safeguards to protect certain data as contemplated by such laws and regulations.

H. CONFIDENTIALITY.

1. Each party (“Recipient”) acknowledges and understands the competitive and proprietary value and confidential nature of internal, non-public business, financial and marketing information of the other party (“Discloser”), including without limitation the terms and conditions of this Agreement, as well as sensitive information related to Members (collectively “Confidential Information”). Each party as Recipient agrees to use its best efforts and not less than that employed to protect each Recipient’s own confidential information to safeguard the Discloser’s Confidential Information and to prevent the unauthorized, negligent, or inadvertent use or disclosure thereof. Neither party as Recipient shall use such Discloser’s Confidential Information, or improperly disclose it to any third-party, including each Recipient’s parent and/or affiliated companies, at any time during or after termination of this Agreement. Each party as Recipient shall use appropriate safeguards to protect the confidentiality of the Discloser’s Confidential Information. The provisions of this section shall survive expiration or termination of this Agreement.

2. The provisions of Section H(1) notwithstanding, Confidential Information does not include information that the Recipient can demonstrate: (a) is in the public domain or is generally publicly known through no improper action or inaction by the Recipient; (b) was rightfully in the Recipient’s possession or known by it prior to receipt from the Discloser; (c) is rightfully disclosed without restriction to the Recipient by a third party without violation of obligation to the Discloser; or (d) is independently developed for the Recipient by third parties without use of the Confidential Information of the Discloser.

3. Client acknowledges and agrees that during the Term of this Agreement, ERPHealth may identify Client within its collateral, marketing and investor materials as a client of ERPHealth without disclosing any of the terms of this Agreement. In the event ERPHealth seeks to issue a press release following the execution of this Agreement by the parties, ERPHealth will submit a draft thereof to Client for Client’s review and approval, such approval not to be unreasonably withheld, delayed or conditioned.

I. DISCLAIMER AND LIMITATION OF LIABILITY.

1. EXCEPT FOR WARRANTIES THAT MAY NOT BE DISCLAIMED AS A MATTER OF LAW OR THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, ERPHEALTH DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

2. IN NO EVENT WILL ERPHEALTH BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSSES, LOSS OF USE, DATA, BUSINESS OR PROFITS, NOR COSTS OF PROCURING SUBSTITUTE PROFESSIONAL SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USAGE OF THE ERPHEALTH CORE TECHNOLOGY, EVEN IF ERPHEALTH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING INDEMNITY OBLIGATIONS HEREUNDER, LIABILITY FOR BREACHES OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS, ERPHEALTH’S TOTAL LIABILITY TO CLIENT WILL NOT EXCEED THE AMOUNTS PAID TO ERPHEALTH BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING ANY SUCH CLAIM.

J. INDEMNIFICATION. The Client and ERPHealth agree to the following indemnification provisions:

1. Indemnification by ERPHealth. Except as otherwise provided herein, ERPHealth shall indemnify, defend, and hold harmless the Client, including its officers, directors, members, shareholders, employees, and agents (each an “Indemnitee”), upon written demand by the Client, from and against that portion of any and all Costs and Claims brought by a third-party against an Indemnitee directly caused by ERPHealth’s infringement of any third party rights in connection with the ERPHealth Property, breach of the confidentiality provisions, violations of any applicable law, criminal conduct, or fraud.

2. Indemnification by the Client. Except as otherwise provided herein, the Client shall indemnify, defend, protect, and hold harmless ERPHealth and its officers, directors, members, shareholders, employees, and agents (each an “Indemnitee”), upon written demand by ERPHealth, from and against that portion of any and all Costs and Claims brought by a third-party against an Indemnitee directly caused by: (i) the Client’s failure to perform its obligations under this Agreement, including any negligent performance (or nonperformance), willful misconduct, criminal conduct, or fraud; (ii) any act, or omission to act, undertaken by ERPHealth or another Indemnitee at the direction of the Client, other than services described in this Agreement; (iii) the Client’s processing and/or adjudication of healthcare data; (iv) any regulatory action arising from or related to the Client’s failure to secure, unauthorized access to, or disclosure of Patient Information and/or PHI; and (v) the Client’s failure to secure, unauthorized access to, or disclosure of Patient Information and/or PHI.

3. The indemnification obligations of this Section J will terminate upon the expiration of this Agreement, except as to any matter which a Claim has been asserted by written notice to the other party at the time of such expiration or within one (1) year thereafter or within the statute of limitations in the jurisdiction where the Claim is brought.

K. SINGLE SIGN-ON. If Client elects, in its sole discretion, to use single sign-on (“SSO”) to access the ERPHealth Platform and/or any of the ERPHealth accounts (in lieu place of multifactor authentication (“MFA”)), Client must deploy and enforce MFA across its Google or Microsoft accounts. Client understands and agrees that by selecting the SSO option, it is bypassing the default MFA that ERPHealth implements for its accounts, and will instead rely on its own organizational MFA. Accordingly, Client knowingly assumes all risks and liabilities arising from its decision to remove MFA on its ERPHealth accounts, and agrees to defend, indemnify and hold ERPHealth harmless from any and all legal claims, including regulatory fines or penalties resulting from such failure.

L. INSURANCE.

1. Each party hereto agrees to keep in full force and effect and maintain at its sole cost and expense during the Term and for at least one (1) year thereafter policies of Commercial General Liability Insurance and Cyber Liability Insurance providing limits of not less than AED 7,345,000.00 per Claim (i.e., the equivalent of USD$2,000,000).

2. Upon written request by either party, the other party will provide the requesting party with evidence of the above insurance coverages.

M. MISCELLANEOUS

1. Notices. All notices, demands, and requests by either party to the other shall be in writing, unless another manner is expressly permitted, and shall be deemed given when mailed or sent by email to the address of the other party stated at the beginning of this Agreement, or any replacement address for which the party has provided written notice. It is incumbent on the Parties to notify each other in writing of any changes to the individual or contact information provided herein. If a party fails to notify the other of a change to the individual who is designated to receive notice, such failure shall be deemed the failure of the party that failed to provide notice and not of the noticing party.

2. Force Majeure. The obligations of a party under this Agreement will be suspended for the duration of any force majeure applicable to that party. The term “force majeure” means any cause not reasonably within the control of the party claiming suspension, including without limitation an act of God, industrial disturbance, war, riot, weather-related disaster, earthquake, governmental action, and unavailability or breakdown of equipment which impedes or prevents the performance of the obligations of this Agreement. The party claiming suspension under this section will take reasonable steps to resume performance as soon as possible without incurring unreasonably excessive costs.

3. Entire Agreement. This Agreement and any attached exhibits, constitute the entire agreement between the parties with respect to the subject matter contained in them and they supersede all prior or contemporaneous agreements, letters, representations, and understandings of the parties, express or implied, oral or written. Each party acknowledges that this Agreement resulted from negotiations by and between the parties, and therefore any rule of construction requiring ambiguities to be construed against the drafter of an agreement will not apply to any provision of this Agreement. This Agreement may not be amended or modified in any way except in a written document signed by both parties. If any provision of this Agreement is held contrary to law, such provision shall be deemed deleted, and the remaining provisions shall remain valid.

4. Waiver. The failure of any party at any time to enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any of its provisions or the right of any party to thereafter enforce each and every provision of this Agreement. No waiver of any breach of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party against whom or which enforcement of such waiver is sought, and no waiver of any such breach shall be construed or deemed to be a waiver of any other or subsequent breach.

5. Assignment. Either party may, without the other party’s consent, assign this Agreement to any successor or Affiliate, provided such successor or Affiliate agrees to be bound by its terms. Except as otherwise expressly provided in the preceding sentences, neither party may assign this Agreement, or any of its rights and obligations under this Agreement, whether by operation or law or otherwise, without the prior written consent of the other party, which shall not be unreasonably withheld, and any such attempted assignment without prior written consent shall be void and ineffective. This Agreement shall be binding on and inure solely to the benefit of the parties and their respective successors and permitted assigns.

6. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal substantive and procedural laws of the Dubai International Financial Centre without regard to the conflict of laws rules of that or any other jurisdiction. Moreover, such laws shall govern exclusively in all disputes between the parties, whether arising in connection with this Agreement or alleged extra contractual matters occurring before, during, or after this Agreement, regardless of the underlying legal basis, including without limitation claims involving fraud, misrepresentation, negligence, and any other alleged tort. All disputes arising hereunder shall be resolved in, and subject to the sole and exclusive jurisdiction of the courts of the Dubai International Financial Centre (DIFC).

7. Severability. All of the provisions of this Agreement are intended to be distinct and severable. If any provision of this Agreement is or is declared to be invalid or unenforceable in any jurisdiction, it shall be ineffective in such jurisdiction only to the extent of such invalidity or unenforceability. Such invalidity or unenforceability shall not affect either the balance of such provision, to the extent it is not invalid or unenforceable, or the remaining provisions of this Agreement, nor render invalid or unenforceable such provision in any other jurisdiction.

8. Headings. The headings of sections and subsections have been included for convenience only and shall not be considered in interpreting this Agreement.

9. Counterparts. This Agreement may be executed in one or more counterparts, where each shall be deemed to be an original and all together shall constitute one and the same Agreement. This Agreement may be executed and delivered electronically, including without limitation by means of a third-party service or email exchange of executed PDF reproductions of this Agreement, with the same force and effect as if it were executed and delivered by the parties simultaneously in the presence of one another. Neither party may dispute the validity of this Agreement on grounds of it having been executed electronically.