#Master Services Agreement: United Arab Emirates Variant

This is the United Arab Emirates variant of MSA-IN-001. Read MSA-IN-001 for the structure, the definitions, the deployment-model clause, the charges and payment mechanics, the customer obligations, the intellectual property, the warranties, the disclaimers, the indemnities, the limitation of liability, the termination and exit regime and the Schedules. This document states only what differs, and it does so as operative amendment: each section below replaces the numbered clause of MSA-IN-001 that it names, or adds a clause where it says so. Everything not named is unchanged and applies as written.

Executed together, MSA-IN-001 and this document are one agreement. Where they conflict, this document prevails.

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#Applicability

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#Purpose

To make MSA-IN-001 executable with a customer in the United Arab Emirates: correct governing law and forum, a contractual localisation covenant that matches the statutory one, tax and invoicing clauses that reflect a market with value added tax and no withholding, execution formalities that do not assume Indian stamp duty, and an express treatment of the commercial agency exposure that a foreign vendor creates for itself if it is careless about how it appoints local help.

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#1. Parties

Clause 1 of MSA-IN-001 is unchanged, save that in the parties preamble the Customer is described as Customer legal name, Customer entity type, holding facility licence issued by , of Customer address formatted.

The facility licence number is captured on the face of the Agreement because the Customer's obligations under DPA-AE-001 and DIS-AE-029 attach to the licensed facility, and because a group entity signing for several licensed facilities must list each of them in Schedule 2 Section S2.4 (Sites).

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#2. Localisation covenant: new clause, added as clause 11A

2.1 Inserted immediately after clause 11 (Customer Data) of MSA-IN-001:

11A.1 Pensieve shall not store, process, generate or transfer Customer Data comprising health data relating to health services provided in the United Arab Emirates outside the United Arab Emirates, and shall not permit any sub-processor to do so.

11A.2 The covenant at 11A.1 is given in the terms, and with the configuration commitments, verification right and notification obligations, set out in DPA-AE-001 clause 2, which is incorporated into this Agreement.

11A.3 A breach of 11A.1 is a material breach for the purposes of clause 21. Pensieve shall remedy it at its own cost, and the Customer may terminate for material breach without allowing a cure period if the breach has not been remedied within seven days of notice.

11A.4 The Customer acknowledges that the deployment location, infrastructure provider and Deployment Model recorded on the Order Form are the means by which 11A.1 is satisfied, and that a change to any of them requires a Change Order under ADD-GL-015 and a reissued Schedule 1 to DPA-AE-001.

2.2 Why the covenant is contractual as well as statutory. The statutory obligation under Federal Law No. 2 of 2019 falls, in its licensing consequences, on the Customer. A vendor covenant gives the Customer a contractual remedy in its own hands rather than leaving it to complain to a regulator about its own supplier. Pensieve Labs offers it rather than waiting to be asked, and prices it as an ordinary cost of serving this market.

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#3. Charges, taxes and invoicing: replaces clause 7 (Taxes)

3.1 All amounts stated on the Order Form are exclusive of value added tax.

3.2 Which case applies: determined before the first invoice, under REG-AE-001 Section 3, and recorded on the Order Form:

3.3 The Customer supplies its Tax Registration Number before the first invoice and notifies Pensieve within ten days of any change to its registration status. A Case A invoice issued to a Customer that is not in fact registered is an invoice on which tax should have been charged, and the Customer indemnifies Pensieve against the tax, interest and penalties arising from an incorrect declaration of its own status.

3.4 No withholding. The Customer shall pay each invoice in full without deduction or withholding, save where a deduction is required by law, in which case the Customer shall gross up. The Parties record that [UNVERIFIED: to be confirmed against current Federal Tax Authority guidance] the United Arab Emirates is understood not to levy withholding tax on payments to non-residents.

3.5 Value added tax as a real cost. The Parties record that a healthcare provider's recovery of input tax may be restricted to the extent it makes exempt supplies, so that tax charged under Case B may be an economic cost to the Customer rather than a wash. This is a pricing conversation, not a contract conversation, and it is dealt with on the Order Form. Software supplied to a healthcare provider is not itself a healthcare service and is not zero-rated.

3.6 Electronic invoicing. Where Pensieve is required to issue invoices through an accredited service provider under the United Arab Emirates electronic invoicing framework, it shall do so, and the Customer shall accept invoices issued in that form. FIN-AE-023 states the invoice particulars and the framework's timetable.

3.7 Indian tax provisions do not apply. The provisions of MSA-IN-001 clause 7 dealing with goods and services tax, place of supply, tax deducted at source, the Micro, Small and Medium Enterprises Development Act and lower-deduction certificates are deleted for this Agreement. They are not merely inapplicable: printing them to a UAE customer is wrong and damages credibility.

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#4. Governing law and jurisdiction: replaces clause 26

#4.1 The choice

26.1 This Agreement, and any non-contractual obligation arising out of or in connection with it, is governed by Legal governing law.

26.2 The courts identified at Legal jurisdiction have exclusive jurisdiction, subject to clause 25 (Dispute Resolution).

26.3 Nothing in 26.1 or 26.2 displaces Federal Law No. 2 of 2019, Federal Decree-Law No. 45 of 2021 or any other mandatory law of the United Arab Emirates, each of which applies by its own terms irrespective of the law chosen.

#4.2 The three options, and how to choose

The token Legal governing law resolves to one of the following. The choice is made at contracting and recorded on the Order Form; it is not left to the template.

Pensieve Labs's position, stated for the negotiation record: a DIFC or ADGM choice is proposed because it is English-language and common-law, which shortens review for both parties and removes translation cost from the critical path. It is not proposed because it changes any substantive obligation, and in particular:

A DIFC or ADGM choice of law and forum does not disapply Federal Law No. 2 of 2019. Article 2 applies that law to information and communications technology used in health fields in the United Arab Emirates, including the free zones. Any suggestion (from either party) that contracting into a financial free zone relaxes the localisation obligation is wrong, and Pensieve Labs will say so rather than accept the commercial benefit of a misconception.

#4.3 Arbitration

Clause 25 of MSA-IN-001 is amended so that where the Parties escalate to arbitration, the seat is Legal arbitration seat and the rules are those of the arbitral institution recorded on the Order Form. The DIFC-LCIA successor institution and the Abu Dhabi and Dubai international arbitration centres are each acceptable to Pensieve Labs; an unseated or institution-less arbitration clause is not, and is on the standing redline list at PLY-GL-002.

#4.4 Enforcement: the practical point

An award or judgment must ultimately be enforced against assets. Where Pensieve Labs has no United Arab Emirates establishment, a UAE judgment against it is enforced in India, and an Indian judgment against the Customer is enforced in the UAE. Both are possible and both are slow. This is a reason to keep the suspension right at clause 20 of MSA-IN-001 intact, because suspension is the only fast remedy either party has, and Pensieve Labs will not trade it away in negotiation.

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#5. Commercial agency: new clause, added as clause 28.14

#5.1 The exposure, stated plainly

The United Arab Emirates commercial agencies regime protects registered agencies. A registered agent acquires statutory protection against termination that goes beyond the terms of the contract, which, in practice, can mean that a distributor or reseller appointed casually cannot be removed on the terms the appointment document says.

This is not a risk in the direct sale. A direct supply of the Platform by Pensieve Labs to a licensed hospital is not a commercial agency, and no requirement was identified for a foreign software vendor to appoint a local agent, sponsor or national partner in order to sell to a private healthcare facility. The risk is created by the vendor's own local arrangements, not by the customer relationship.

#5.2 The clause

28.14 Nothing in this Agreement constitutes either Party the agent, commercial agent, distributor, sponsor, franchisee, partner or joint venturer of the other. Neither Party has authority to bind the other, to hold itself out as authorised to do so, or to register any arrangement between them as a commercial agency with any competent authority. Neither Party shall make any such registration, and each shall procure the cancellation of any registration made in breach of this clause at its own cost.

#5.3 The standing rules for every UAE partner arrangement

These bind Pensieve Labs's own contracting, not the Customer, and are recorded here because the Customer's group will sometimes propose the arrangement:

Commercially, a UAE partner is usually the right answer: hospital groups expect on-the-ground presence and Arabic-capable support, and DIS-AE-008 Section 6 means UAE-resident personnel are a compliance requirement and not only a service preference. Structurally, it must never be an agency. Both things are true at once and ADD-GL-024 records how the partner's role and revenue are described to the Customer.

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#6. Execution and formalities: replaces the stamping provisions of clause 28 and Schedule 5

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#7. Service levels, availability and the DM-4 reality: amends clause 4 and clause 19

7.1 Where the Deployment Model is DM-4, ADD-GL-008 applies in full and Pensieve Labs gives no availability commitment in respect of infrastructure it does not control. Because DM-4 is the recommended model for a first deployment in this market (DIS-AE-008 Section 4.4), this is not an edge case here and must be surfaced in the proposal rather than in the contract.

7.2 Support hours, escalation and severity definitions for this market are recorded on the Order Form and reflect Gulf Standard Time and the local working week. The global support-hours table in SLA-GL-001 is a default that this Agreement displaces, and a UAE Customer should not be quoted Indian working days.

7.3 Resolution targets for defects that require sight of health data are longer in this market than in markets without the constraint at DIS-AE-008 Section 6. The applicable targets are on the Order Form. Pensieve Labs states this before signature because the alternative is a service credit dispute in month two.

7.4 Insurance. Clause 19 of MSA-IN-001 applies. Where the Customer's group requires a policy issued or fronted locally, that is a cost item and is priced; it is not assumed in the standard schedule at ADD-GL-021.

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#8. Escrow and continuity: amends clause 23

Clause 23 of MSA-IN-001 applies. In this market a tri-party source-code escrow under ADD-GL-011 should be offered at proposal stage rather than conceded at contracting, because it is asked for in almost every group procurement here and because offering it first is worth more than conceding it late. The escrow agent, the release conditions and the deposit cadence are recorded in ADD-GL-011; the fee is a pass-through recorded on the Order Form.

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#9. Clauses of MSA-IN-001 that are expressly unchanged

Stated so that no party assumes a variation that does not exist: clauses 1 to 6, 8 to 10, 12 to 18, 20 to 25, 27 and 28 (save 28.14, added by Section 5.2) apply as written, together with Schedules 1 to 5 as modified by Section 3, Section 4 and Section 6 above.

Clause 10 (Data Protection) continues to operate by cross-reference, and for this market the instrument it references is DPA-AE-001, not DPA-GL-001 alone.

Clause 14 (Clinical Safety Boundary) continues to operate, and for this market the disclosure it references is DIS-AE-028.

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#10. Related documents

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#Execution

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#Change history