Customer-Service-Elevation Practitioner Agreement

Article 1. M ASTER AGREEMENT

This CONSULTANCY AGREEMENT (the “Agreement”) is entered into as of the

29/03/2018, by and between BLUE MENA GROUP FZ-LLC having a physical office
located at Dubai Internet City, Building 1, Office 215, Dubai, UAE, registered with
the Trade and Companies Registry of Dubai Internet City under CR Number 18931
(hereinafter referred to as “Company”), and ALTAMATIX FZE, a physical office
located at P2 Hamriyah Business Centre, Hamriyah Free Zone, PO Box 51326,
Sharjah, UAE under CR Number 16135 (hereinafter referred to as “Consultant”).
The Agreement supersedes and replaces any previous consulting agreements
between the parties, if any.
WHEREAS, in development of its operations, Company wishes to retain the service
of Consultant, and Consultant desires to aid Company by performing Services, as
defined below in Section 1; and
WHEREAS, to enable Consultant effectively to perform such Services it may be
necessary for Company to disclose to Consultant certain of its inventions,
confidential know-how, and trade secrets which Company does not wish disclosed
by Consultant to other persons or used for Consultant's own benefit; and
WHEREAS, Company desires to acquire, and Consultant is willing to grant to
Company all rights to any developments or improvements arising out of Consultant's
work for the Company in the course of performing the aforesaid Services or as a
result of the disclosure to Consultant of Company's aforesaid inventions,
confidential know-how and trade secrets;
NOW, THEREFORE, in consideration of the premises and mutual covenants of the
parties, it is agreed as follows:

Article 2. S TATEMENT OF S ERVICES

a) Consultant will perform the Services for Company hereunder as an
independent contractor and not as an employee of the Company.
Nevertheless, the consultant will act and work as a full team member of the
Company. (The Company is not responsible for any visa related concern).
b) Consultant will perform the Services to the best of his ability and in a
professional and competent manner.
c) Managing Director of the Company is the authorized Supervisor for the
Operational Consulting Services.
d) Managing Director is the authorized representative of the Company for the
purpose of issuing instructions, receiving reports, and in all other Company
functions contemplated by this Agreement.
e) The Consultant shall deliver the Services related to the following:
• Define Calendar, Tasks and Skills required to the execution of the
project with the help of the subject matter experts
• Resources Management and Assignment
• Project Risk Management
• Manage Project Reporting and Tracking

© Blue Mena Group-2018 V0.2 –March 2018 4

CONFIDENTIALITY NOTICE: This document, as well as existing attached files, is confidential and intended exclusively for the
individual(s) named in distribution list. If you are not an intended recipient, you are kindly requested not to make any use whatsoever of
its contents and to proceed to the destruction of the document, thereby notifying Blue Mena.
 Customer-Service-Elevation Practitioner Agreement

• Follow up with different project stakeholders for delivearbles and

prerequisites readiness
• Attend project key milestone meetings and follow up Conference Calls
• Interact and manage the communication with the customer at a
project management level
• Supervisory responsibilities of the Consultants that are involved in the
project; Project Documentation

Article 3. AUTHORITY AND ORDER ACCEPTANCE

The Consultant is not authorized to bind the Company in any manner or to incur
any obligation, expenditure or liability on behalf of or against the Company or,
except as expressly authorized herein, to make any representation or warranty on
behalf of the Company. Consultant’s authority to make representations or
warranties on behalf of the Company is limited to the authority to submit to
customer’s quotations and literature originating with the Company or within
written instructions given to Consultant by the Company. The Company shall not
be liable for any costs, expenses, obligations or liability incurred by Consultant.
Consultant is not authorized to adjust any customer complaint or to agree to pay or
settle any claim or dispute but shall keep the Company fully informed of any
discussions with the customers concerned.
All orders solicited or obtained for products by Consultant shall be in writing, shall
be issued by the customer in the Company’s name and shall be sent to the
Company at the address requested by the Company. All orders shall be subject to
acceptance or rejection by the Company, and the Company reserves the right to
reject any order for any reason whatsoever. The Company shall solely determine
all credit decisions and delivery and production schedules.

Article 4. COMPENSATION AND REIMBURSEMENT

4.1 Compensation Terms for Delivery of Customer-Service-Elevation

Programs:
The Company shall make a payment of higher of USD 500 per day or 70% of
selling price per day for each project. The number of days for each project is
defined by Altitude Standards.
The payment shall be disbursed upon payment from the client for the same.

4.2 Expenses Reimbursement

All the authorized expenses related to traveling and lodging shall be beard directly
by the Company.

© Blue Mena Group-2018 V0.2 –March 2018 5

CONFIDENTIALITY NOTICE: This document, as well as existing attached files, is confidential and intended exclusively for the
individual(s) named in distribution list. If you are not an intended recipient, you are kindly requested not to make any use whatsoever of
its contents and to proceed to the destruction of the document, thereby notifying Blue Mena.
 Customer-Service-Elevation Practitioner Agreement

Article 5. DISCLOSURE

To assist Consultant, Company agrees to disclose to Consultant such of its inven-

tions, confidential know-how and trade secrets as in the sole judgment of Company
will assist Consultant in performing the Services contemplated herein. It is
understood that said inventions, confidential know-how and trade secrets shall
remain the sole property of Company, and the Consultant shall have no interest
therein or rights with respect thereto.

Article 6. CONFIDENCE TO BE MAINTAINED BY CONSULTANT

a) Consultant will maintain in confidence and will not use for his own benefit or
other than for the performance of his obligations under this Agreement:
(i) any of said inventions, confidential know-how and trade secrets
disclosed to him by Company, and
(ii) all information developed by Consultant in performance of the
Services, and he will not divulge the same to any other persons.
b) Consultant will take all reasonable precautions to prevent any unauthorized
disclosure of any such information. It is understood that the obligations of
this section are to remain in effect and to be respected by Consultant until
such time as the information becomes a matter of public knowledge,
irrespective of the termination for any reason whatever of this Agreement.
c) All notes, records, and other documentation or tangible materials
(collectively, “Documentation”) made or kept by Consultant in connection
with the Services performed under this Agreement or in connection with any
inventions made or conceived by Consultant which belong to Company pur-
suant to Section 4 shall be and are the sole and exclusive property of
Company. Upon the termination of this Agreement, Consultant will place all
such Documentation in Company's possession and will not retain or take with
him, without the written consent of Company, any Documentation relating
or pertaining to his Services or with any of the activities of Company.
d) Consultant will respect any obligation he may have arising under prior or
current employment with respect to confidential information and agrees not
to use or divulge to Company, or its agents and employees, during the term
of this Agreement any such information.

Article 7. INTELLECTUAL PROPERTY RIGHTS

All copyrightable material, ideas, inventions, improvements, developments and

discoveries conceived, made or discovered by Consultant, solely or in collaboration
with others, in performing his Services hereunder, and all intellectual property
rights pertaining thereto (collectively, “Intellectual Property Rights”) are the sole
property of Company, and Consultant will assign (or cause to be assigned) and does
hereby assign fully to Company all such Intellectual Property Rights.

© Blue Mena Group-2018 V0.2 –March 2018 6

CONFIDENTIALITY NOTICE: This document, as well as existing attached files, is confidential and intended exclusively for the
individual(s) named in distribution list. If you are not an intended recipient, you are kindly requested not to make any use whatsoever of
its contents and to proceed to the destruction of the document, thereby notifying Blue Mena.
 Customer-Service-Elevation Practitioner Agreement

Article 10. NOTICES

All notices or reports permitted or required under this Agreement will be in writing
and delivered in person, mailed by first class mail, postage prepaid and registered
or certified, or sent by telecopy, to the party to receive the notice at the address
set forth at the beginning of this Agreement or such other address as either party
may specify in writing. All such notices will be effective upon receipt.

Article 11. TERM AND TERMINATION

Section 11.1. T ERM .

The Term of this Agreement will be for the 12 months from 29/03/2018 to
28/03/2019. This Agreement may be renewed on annual basis if mutually agreed in
writing by both parties before the termination date of this Agreement or replaced
by an employment contract.

Section 11.2. C AUSE FOR TERMINATION

In the event that any of the following events occur (each of which shall be deemed
to be "Cause" for termination):
a) default by either party in the performance of this Agreement and the
default is not remedied within twenty (20) days of written notice,
b) performance of any act of bankruptcy by either party,
c) appointment of a receiver for either party,
d) Consultant's commitment of a felony act or participation or involvement
in such other conduct which, in Company's sole opinion, threatens
Company's value or reputation, the other party may terminate this
Agreement by notice effective upon the date thereof.

Section 11.3. S URVIVAL

a) The parties' obligations pursuant to Article 6 will continue for five (5) years,
except with respect to trade secrets, which shall continue ten (10) years and
Article 7 will continue for ten (10) years after termination of this
Agreement.
b) The parties’ obligations pursuant to Article 4 will continue for eighteen (18)
months after termination of this Agreement.

© Blue Mena Group-2018 V0.2 –March 2018 8

CONFIDENTIALITY NOTICE: This document, as well as existing attached files, is confidential and intended exclusively for the
individual(s) named in distribution list. If you are not an intended recipient, you are kindly requested not to make any use whatsoever of
its contents and to proceed to the destruction of the document, thereby notifying Blue Mena.