IServices Agreement (SA)

This Services Agreement ("Agreement") is entered into on this ______ day of _____________, 20 ("Effective Date"),

BETWEEN:

SMETools LLC, a company incorporated under the laws of the United States, with its principal place of business at 651 North Broad Street, Suite 201, Middletown, DE 19709 ("Service Provider").

AND

ClientName

, a company incorporated under the laws of

Country,e.g.,theKingdomofSaudiArabia

, with its principal place of business at

ClientAddress

("Client").

(Each a "Party" and collectively the "Parties")

1. SCOPE OF SERVICES

1.1. Statements of Work. The Service Provider shall perform the services and provide the deliverables as described in one or more Statements of Work that are mutually executed by the Parties (each, a “Statement of Work” or “SOW”). Each SOW shall be governed by the terms of this Agreement. In the event of a conflict between this Agreement and an SOW, the terms of this Agreement shall prevail unless the SOW explicitly states its intent to supersede a specific provision of this Agreement.

1.2. No Obligation. This Agreement does not obligate the Client to engage the Service Provider for any services. The Service Provider is not obligated to perform any services until an SOW is duly executed by both Parties.

1.3. Mode of Service Delivery and Travel Expenses. All Services under this Agreement and any SOW shall be performed remotely via online communication and collaboration tools. If the Client requires the physical on-site presence of any Service Provider personnel at a Client-designated location, the Client shall be responsible for pre-approving and bearing all reasonable expenses incurred. Such expenses include, but are not limited to, business-class airfare, accommodation, meals, local transportation, and any necessary visa application and processing fees (e.g., from Egypt to the Kingdom of Saudi Arabia). All anticipated travel expenses must be approved in writing by the Client and will be invoiced to the Client at cost.

2. CLIENT OBLIGATIONS

2.1. Provision of Information and Access. The Client shall provide the Service Provider with timely access to necessary data, systems, and key personnel required to perform the Services. The Client is solely responsible for the accuracy and completeness of all data and information provided.

2.2. Timely Feedback and Approvals. The Client shall provide timely feedback, approvals, and decisions as required to avoid project delays. Delays attributable to the Client shall relieve the Service Provider of liability for such delays and will result in a revision of the project schedule and costs, to be documented in a Change Order.

2.3. Consequences of Client-Caused Delays. If the Service Provider is unable to proceed with the Services for a period of ten (10) consecutive business days due to the Client's failure to fulfill its obligations under this Section 2, the Service Provider may, at its discretion, pause the project and reassign its personnel to other projects. Resuming the project will then be subject to resource availability and may require a new timeline and a remobilization fee, to be documented in a Change Order.

3. FEES AND PAYMENT

3.1. Fees and Advance Payment. The Client shall pay the Service Provider the fees as specified in the applicable SOW. Unless otherwise stated in an SOW, the Service Provider requires a non-refundable advance payment or retainer, as specified in the SOW, before any Services shall commence. All fees are quoted in United States Dollars (USD) and shall be paid in USD unless otherwise mutually agreed in the SOW.

3.1.1. Deposit as Commitment. By paying the deposit, the Client confirms their commitment to the Project. Once the deposit is received, the Project shall be considered commenced and the agreed terms and timelines shall apply.

3.2. Invoicing. Invoices will be submitted to the Client as per the schedule outlined in the SOW. All invoices are due and payable within fifteen (15) days of the invoice date ("Due Date").

3.3. Late Payments. Any amounts not paid by the Due Date shall be subject to a late payment interest charge of 1.5% per month or the maximum rate permitted by law, whichever is lower, on the outstanding balance.

3.4. Service Suspension for Non-Payment. If any invoiced amount remains unpaid thirty (30) days after its Due Date, the Service Provider may, without limiting its other rights, suspend all Services and revoke any access to systems or deliverables until all outstanding amounts are paid in full.

3.5. Time & Materials Billing and Verification. For any SOW based on a time and materials basis, the Service Provider shall invoice the Client based on its detailed, internally maintained time records. Invoices will state the total hours logged for the billing period. The Client shall have ten (10) business days from the invoice date to dispute the number of hours in writing. If no written dispute is received within this period, the invoiced hours shall be deemed final and accepted by the Client. In the event of a timely dispute, the Service Provider shall provide the Client with the detailed timesheet records for the disputed period for good faith review.

4. TERM AND TERMINATION

4.1. Term. This Agreement shall commence on the Effective Date and continue until terminated as provided herein.

4.2. Termination for Cause. Either Party may terminate this Agreement or any SOW upon thirty (30) days' written notice to the other Party of a material breach, if such breach remains uncured at the expiration of such period. Non-payment of undisputed invoices is considered a material breach by the Client.

4.3. Client Termination for Convenience. The Client may terminate any SOW for convenience upon thirty (30) days' written notice. In such an event, the Client shall pay the Service Provider for all services performed and expenses incurred up to the effective date of termination, plus a termination fee equal to twenty percent (20%) of the remaining value of the SOW.

4.4. Effect of Termination. Upon termination for any reason:

a) The Client shall immediately pay all outstanding undisputed invoices.

b) Upon Client's uncured breach, the Service Provider has no obligation to transfer any Intellectual Property, data, or deliverables until all outstanding amounts are settled in full. The Service Provider shall have the right to revoke all access to any systems or platforms.

5. INTELLECTUAL PROPERTY

5.1. Ownership. The Service Provider retains all rights, title, and interest in and to all of its pre-existing materials and any software, methodologies, tools, and know-how used or developed in performing the Services ("Service Provider IP").

5.2. License to Client. Upon final and full payment of all fees due under the applicable SOW, the Service Provider grants the Client a non-exclusive, non-transferable, perpetual license to use the deliverables created specifically for the Client ("Deliverables") for its internal business purposes only. This license is strictly conditional upon and shall not be effective until all outstanding amounts due to the Service Provider are paid in full.

5.3. Client Data. The Client shall retain all ownership rights to any data or information it provides to the Service Provider for the purpose of the project ("Client Data"). The Client Data is and shall remain the sole and exclusive property of the Client. The Service Provider shall use Client Data only for the purpose of performing the Services.

6. CHANGE MANAGEMENT

6.1. Change Orders. Any changes to the scope, deliverables, schedule, or fees of an SOW must be documented in a written "Change Order" signed by both Parties. The Service Provider is not obligated to perform any work on proposed changes until a Change Order is fully executed. Work performed on tasks outside the scope of an executed SOW, if not covered by a Change Order, will be billed at the Service Provider's standard out-of-scope hourly rate as defined in the SOW.

7. ACCEPTANCE

7.1. Acceptance Process. Upon completion of a deliverable or milestone as defined in the SOW, the Service Provider will submit it to the Client for review. The Client shall have ten (10) business days ("Acceptance Period") to review and test the deliverable.

7.2. Deemed Acceptance. The deliverable will be deemed accepted by the Client if:

a) The Client provides written notice of acceptance.

b) The Client fails to provide written notice of rejection detailing specific, material non-conformities with the SOW's requirements within the Acceptance Period.

c) The Client uses the deliverable in a live, production, or commercial environment.

8. GOVERNING LAW AND DISPUTE RESOLUTION

8.1. Governing Law. This Agreement and any dispute arising out of it shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflict of law principles.

8.2. Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be settled by binding arbitration administered by the Dubai International Arbitration Centre (DIAC) in accordance with its rules. The arbitration shall take place in Dubai, UAE, and the language of the arbitration shall be English.

9. LIMITATION OF LIABILITY

9.1. In no event shall either Party be liable for any indirect, incidental, or consequential damages. The Service Provider's total liability to the Client under this Agreement shall not exceed the total amount of fees paid by the Client to the Service Provider under the SOW giving rise to the claim.

10. CONFIDENTIALITY

10.1. Definition. "Confidential Information" means all non-public information disclosed by one Party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that was (a) publicly known, (b) already in the receiving Party's possession, (c) independently developed by the receiving Party without use of the disclosing Party's Confidential Information, or (d) rightfully obtained from a third party.

10.2. Obligation. Each Party agrees to use the other's Confidential Information solely for the purpose of this Agreement and not to disclose it to any third party without prior written consent. This obligation of confidentiality shall remain in effect for a period of three (3) years from the date of disclosure.

11. LIMITED WARRANTY

11.1. Warranty Period. The Service Provider warrants that for a period of thirty (30) days following the acceptance of the final deliverable under an SOW (the "Warranty Period"), the deliverables will perform substantially in accordance with the specifications in the SOW.

11.2. Exclusive Remedy. The Service Provider's sole obligation, and the Client's sole and exclusive remedy for any breach of this warranty, shall be for the Service Provider to use commercially reasonable efforts to correct any reported, reproducible, material non-conformity at no additional charge. This warranty is void if the non-conformity is caused by modification, misuse, or damage of the deliverable by the Client or any third party.

12. NON-SOLICITATION

12.1. During the term of this Agreement and for a period of twelve (12) months thereafter, the Client agrees not to, directly or indirectly, solicit for employment or hire any employee or exclusive subcontractor of the Service Provider who was involved in the performance of the Services.

13. FORCE MAJEURE

13.1. Neither Party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable) to the extent said failures or delays are proximately caused by forces beyond that Party's reasonable control, including but not to acts of God, government restrictions, wars, or national emergencies.

14. NOTICES AND COMMUNICATIONS

14.1. Formal Notices. All formal legal notices required under this Agreement (such as a notice of termination or breach) shall be in writing and sent to the addresses listed in the signature block of this Agreement via registered mail or a reputable international courier service.

14.2. Operational Communications. For the purpose of day-to-day project management, status updates, requests, feedback, and approvals, communications exchanged via email or a mutually agreed-upon instant messaging platform (such as WhatsApp) between the designated project contacts of each Party (as defined in the applicable SOW) shall be considered official, binding, and admissible as evidence. Each Party is responsible for retaining its own records of such communications.

(Signatures follow, now under Section 15)

15. ENTIRE AGREEMENT AND SIGNATURES

15.1. Entire Agreement. This Agreement, together with all executed Statements of Work and Change Orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements, or understandings, whether oral or written.

15.2. Execution. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted electronically shall be deemed original signatures.

IN WITNESS WHEREOF, the Parties hereto have caused this Master Services Agreement to be executed by their duly authorized representatives as of the Effective Date.

SERVICE PROVIDER

SMETools LLC

Signature: ____________________________

Name:  ____________________________

Title:  ____________________________

Date: ____________________________

CLIENT

ClientName

Signature: ____________________________

Name: ____________________________

Title: ____________________________

Date: ____________________________