Contractual Agreement
Exhibit 10.4
For the Implementation of Self-Driving Cars Project
This Contract was concluded on July 31, 2023 G in Dubai, UAW Between
| 1. | Invest 56 LLC |
Hereinafter referred to as [the First Party]
| 2. | Micropolis Digital Development FZ-LLC |
Hereinafter referred to as [the Second Party]
Preamble
Under this Contract, the First and Second Parties agreed to implement the self-driving cars project at the full responsibility of the Second Party and its own account, without any responsibility of any kind on the First Party, in accordance with the terms and conditions contained in this Contract.
First: Definitions and Nomenclature
The following terms shall have the meaning assigned to each of them as follows:
Project: Self-driving cars Self-driving cars: self-driving cars M01 and M02
The First Party: Invest 56 LLC
The Second Party: Micropolis Digital Development FZ-LLC
Product: Self-driving cars, including vehicles (MOl) and (M02), Technical Specifications Appendix.
Second: The First Party’s Obligations
| 1. | Providing the necessary facilities to the Second Party to carry out the required works. |
| 2. | Providing data and information to the Second Party and any instructions within the scope of the subject matter of the Contract. |
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| 3. | Receiving reports for the services performed and ensuring that they comply with the required specifications. |
| 4. | Providing supervisors to follow up the workflow of the Second Party. For this purpose, the said supervisors may submit their observations and opinions that are in the interest of the First Party. |
| 5. | Providing media support and contributing to the promotion of the product through the police’s public relations office. |
| 6. | The First Party has the right to reject the product if it is in violation of the specifications and standards referred to in the preamble to this Contract. Further, according to this agreement, the First Party may order the Second Party to fulfill all product specifications. |
| 7. | Receiving the share of the First Party from the Second Party. |
Third: The Second Party’s Obligations
| 1. | The Second Party shall implement the project in accordance with the standards and specifications in force in this regard, with the aim of achieving the purpose for which this Contract was concluded, in order to achieve the interest of the First Party. |
| 2. | The Second Party shall implement the project of self-driving cars that (autonomously) perform a set of security tasks and operations described below, according to the artificial intelligence technologies that it is provided with or that it creates, by linking them to security programs and systems. These tasks and operations are as follows: |
| a. | Carrying out surveillance and guarding in its deployment areas. |
| b. | Recognizing criminal behavior. |
| c. | Identifying the wanted persons. |
| d. | Identifying the vehicles required. |
| e. | Monitoring the traffic situation and monitoring violations. |
| f. | Following up the suspects and suspected and wanted vehicles. |
| g. | Carrying out forensic analysis and investigation. |
| h. | Linking to the operations room of the Dubai Police and sending early warning. |
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| 3. | The Second Party shall abide by the laws, regulations, and decisions regulating the practice of the profession, its principles, and other regulations related to the principles of professional behavior in force in this regard, xxxxxxx carrying out its duties. |
| 4. | The Second Party shall maintain the confidentiality of the information that it may obtain under this Contract during the period of validity of the Contract and after its termination for any reason and shall take all procedures to ensure the safety and security of that information. Further, the Second Party undertakes to refrain from disclosing that information to any other party except after obtaining the written consent of the First Party. This provision applies to consultants, technicians and employees in charge of implementing the subject matter of this Contract. |
| 5. | The Second Party undertakes that the project subject of this Contract will be presented by it, as it is the executor of this type of study and marketing, and that it will fulfill all the obligations related to industrial and intellectual property rights as a result of its violation of such obligations. |
| 6. | The Second Party undertakes that it will not, without the prior written consent of the First Party, assign this Contract (or any part thereof) or implement it through subcontractors or transfer it to any party or any person, and in all cases, the Second Party remains responsible before the First Party jointly with the assignee or the subcontractor for every breach of the implementation of this Contract. |
| 7. | The Second Party shall deliver the specified percentages to the First Party. |
| 8. | The Second Party shall bear all the financial costs of the project and all the technical operations for the production of the said vehicles. |
| 9. | The Second Party shall implement the said project within (10) months, renewable for a period of (10) months, by virtue of agreement between the two parties, when the product is ready for marketing and sale. |
| 10. | The Second Party guarantees the technical capability of the product to be connectable with the security systems that enable it to perform the jobs referred to in the preamble to the Contract. |
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| 11. | The Second Party shall ensure that the intellectual property and the patent for the industrial design of the product and the security programs that operate the cars are a partnership between the two parties, excluding the self-driving program, and it shall remain a full ownership of the Second Party. |
| 12. | The Second Party undertakes that the created and developed items, including devices and technologies relating to the product, are joint between the two parties to the Contract, the intellectual property and patents are joint as well between them. Any device or technology innovated and developed by one of the parties solely shall remain that party’s intellectual property and patent. |
| 13. | The Second Party shall finance and produce one (1) self-driving car of each model and deliver it to the First Party ten (10) months after the date of this Contract, and two (2) self-driving cars of each model within 10 months, renewable for a maximum of 10 months after the first phase delivery period, in order to start the final commissioning tests. |
| 14. | The Second Party ensures that the product is in compliance with all applicable standards and requirements in all concerned authorities in the United Arab Emirates and the Emirate of Dubai. |
| 15. | The Second Party undertakes the marketing and sale of the product locally, regionally and globally, provided that this is done under the approval and supervision of the First Party regarding all transactions. |
| 16. | The Second Party shall provide all requirements and information related to the protection of intellectual property rights (patents and designs) as well as the intellectual works related to the project and to deliver them to the First Party and the competent company upon request and as soon as possible. The Second Party shall bear the legal and financial responsibility in case of delay. |
| 17. | The programs operating the self-driving cars of all forms, as well as the approved programs and systems are considered a partnership between the two parties. |
| 18. | Any manufactured product operating with such programs is considered a joint intellectual property, even if it is not in a self-driving car. |
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| 19. | ln the event of the legal termination of the Contract, the Second Party shall hand over all programs, joint systems and research to the First Party until the date of termination of the Contract. The Second Party may not use any programs that are of a security nature according to the laws and regulations in force in the United Arab Emirates. |
Fourth: Financial Conditions:
Following the Second Party’s collection of the revenues resulting from selling the product, the revenues shall be divided after calculating the actual cost of the product as following:
| a. | (50%) for the First Party. |
| b. | (50%) for the Second Party. |
| 1. | The Second Party shall transfer the share of the First Party at the end of each calendar month after providing each service. |
Fifth: Term of the Contract
The terms and conditions of this Contract will be valid for a period of 5 years starting from the day following the date of signing it, provided that the Second Party implements the project within ten months from the date of signing this Contract.
Sixth: Termination of the Contract
This Contract may be terminated by the First Party before its expiration, in the event that the Second Party breaches any of its provisions, or if it does not achieve the objective for which the Contract was concluded, while retaining its right to receive the compensation contained herein, provided that this termination did not arbitrarily happen.
Seventh: General Provisions
| 1. | If any change occurs to either party and would affect the implementation of this Contract, the two parties may consult and amend it, provided that the amendment is made upon written consent of both parties, without prejudice to the interest of the First Party. |
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| 2. | The First Party has the right to reject the product if it is in violation of the specifications and standards referred to in the preamble to the Contract. It may, according to this Contract, order the Second Party to fulfill all the specifications of the product. |
| 3. | Any condition in any document or paper that would exempt the Second Party from responsibility for the implementation of any of its obligations specified in this Contract shall be considered null and void. |
| 4. | The provisions of Law No. (12) of 2020 Concerning Contracts and Warehouse Management in the Emirate of Dubai and the general regulations and conditions shall be applied in whatever is not provided for in this Contract. |
| 5. | All disputes that may arise regarding the terms of this Contract shall be decided by the courts of the Emirate of Dubai, including the courts of the Dubai International Financial Center, and in the event that a solution to these disputes is not reached through negotiations. |
| * | In witness thereof, this Contract has been concluded on the day and month written at the beginning, and the two parties have signed it accordingly. |
| The First Party | The Second Party |
| Name: | Name: Xxxxx Xx Xxxxxx |
| Designation: | Designation: CEO |
| Signature: | Signature: [Signed] |
| Seal: | Seal: [Sealed] |
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