Dubai Technology, Electronic Commerce and Media Free Zone Authority

LEASE TERMS

These Lease Terms set out the terms on which the Landlord leases the Premises to the Tenant.

1.	DEFINITIONS The following terms as used in this Lease and in the Lease Details have the meanings ascribed to them. Other capitalised terms used in these Lease Terms have the meanings ascribed to them in the Lease Details:

	Building:			means the building identified in the definition of the Premises in Article 8 of the Lease Details, in which the Premises form part, and refers to each and every part of the Building, the parking lot(s), loading area(s), service road(s) and all other areas, the use and enjoyment of which is appurtenant to the Building, whether or not within the structure of the Building.

	Common Areas:			those areas of the Building (whether or not within the structure of the Building) to be used in common by any of the Tenant, other tenants and occupiers of the Building, the Landlord, and those properly authorised or permitted by them so to do, and Common Areas includes, but without limitation, any atria, entrance halls, corridors, lobbies, staircases, lavatories, access ways, passages, elevators/lifts, escalators, courtyards, ramps, services areas and other such amenities, but excludes any such parts as may be within the Premises.

	Dirhams, AED or Dhs:			means United Arab Emirates Dirhams, the lawful currency of the United Arab Emirates.

	Lease:			consists of the Lease Details, the Lease Terms and any schedules so agreed by the Parties.

	Parties:			means collectively, the Landlord and the Tenant and, where the context requires, their respective successors and assigns.

	Premises:			means the premises situated in the TECOM Zone as more particularly described in Article 8 of the Lease Details and refers to each part of the Premises any and all improvements and additions made thereto, and all fixtures, fittings and appurtenances in the Premises, but excludes the structural parts, load bearing framework, roof, foundations, joists and external walls, and machinery and plant within but not exclusively serving the Premises.

	Rent:			means the Rent (not including the Service Charge) as set out in Article 9 of the Lease Details.

	Service Charge:			means the Tenant's proportional contribution to the general operational costs and expenses from time to time incurred or payable by the Landlord for the benefit of the Premises and the Common Areas during the term of this Agreement

	TECOM Zone:			means the Dubai Technology and Media Free Zone, by virtue of Law No. 1 of 2000 of the Emirate of Dubai (as amended).

	Total Rent:			means the sum of the Rent and the Service Charge.

2.	COMMENCEMENT, EXPIRY AND RENEWAL

	2.1	This Lease shall come into force and effect on the Commencement Date and, subject to earlier termination under Clause 7 hereof, shall expire on the Expiry Date.

	2.2	Not less than three (3) months prior to the Expiry Date, the Tenant shall notify the Landlord in writing as to whether the Tenant wishes to renew this Lease. Where the Tenant wishes to renew this Lease, then the provisions of Clause 2.3 apply

	2.3	Where the Tenant wishes to renew this Lease, this Lease may be renewed on the mutual agreement of the Parties for an additional term on the same or different terms and conditions and at a rent to be agreed, subject to the rent for any additional term being in no event less than the Rent paid immediately prior to the Expiry Date.

	2.4	In the event the Tenant gives notice to the Landlord that it does not wish to renew this Lease in accordance with Clause 2.2 above, or the Landlord gives notification to the Tenant that the Landlord does not wish to renew the Lease then the Tenant shall vacate and hand over the Premises to the Landlord as at the Expiry Date, in strict accordance with Clause 6.9 hereof.

3.	THE RENT

	The Tenant shall pay to the Landlord during the Lease Period, the Total Rent (comprising the Rent for the Premises and the Service Charge) in the manner and in the amounts described in Article 9 of the Lease Details.

4.	THE PREMISES

	4.1	In consideration of the Total Rent to be paid and the duties and obligations to be performed and observed by the Tenant as provided in this Lease, and on the terms and subject to the conditions of this Lease, the Landlord hereby leases to the Tenant, and the Tenant hereby accepts a lease from the Landlord of the Premises free and clear of all liens, together with all the following easements, rights and privileges:

		4.1.1	Full right and liberty in connection with the use and enjoyment of the Premises for the Tenant, its customers, contractors, suppliers, employees, invitees and licensees subject always to the terms and conditions of this Lease.

		4.1.2	The right of passage of electricity, water, soil, drainage, air, smoke or other effluvia to and from the Premises through the gutters, pipes, sewers, drains, wires, telephone and telegraph cables, mains, gullies, channels, ducts, flues, conduits and watercourses (if any) passing along, through or over, upon or under the Premises.

		4.1.3	The right of access over roadways and walkways at all times to the Premises.

		4.1.4	All easement, rights and privileges over and from the adjacent areas and buildings for the benefit of the use of the Premises.

	4.2	The lease of the Premises by the Landlord to the Tenant is always subject to the following:

		4.2.1	The Landlord has full right and liberty at all reasonable times during the term of this Lease after giving reasonable written notice to the Tenant (except in the case of an emergency where no notice is required) to enter upon the Premises with or without appliances and workmen and others to view the state and condition of the Premises and to repair and maintain and clean, alter, renew, remove or install such gutters, pipes, sewers, drains, wires, conduits, ducts, flues and watercourses (if any) serving the Building; to alter, maintain or repair the Building or the adjoining premises or property of the Landlord; to comply with an obligation to any third party having legal rights over the Building and the Premises; in exercise of a right or to comply with an obligation of repair, maintenance or renewal under this Lease; or in connection with the development of the remainder of the Building or any adjoining or neighbouring land, buildings or premises, including the right to build on or into or in prolongation of any boundary wall of the Premises, without payment of compensation for any nuisance, annoyance, inconvenience or damage caused to the Tenant, subject to the Landlord (or other person so entering) exercising the right in a reasonable manner and making good any damage caused to the Premises without unreasonable delay. The persons exercising such rights should ensure that inconvenience is limited in so far as is practicable and that access to the Premises is not in so far as is practicable unduly obstructed.

		4.2.2	The Landlord having the absolute right to exercise any powers that may be granted to it by federal and local laws and regulations.

		4.2.3	The Landlord has full right and interest in and to the free and uninterrupted passage of water, soil, gas, air, drainage, electricity, telephone and any other service or supply through any pipes or cables now or hereafter existing in, under or upon the Premises.

		4.2.4	The Landlord has full right, title and interest in and to existing pipelines, utility lines, equipment, fixtures and other property which are located in, under, upon or over the Premises together with easements and right of way in, upon, across, over and under those portions of the Premises on which these pipelines, utility lines, equipment, fixtures and other property are located, for the purpose of their maintenance, operation, repair, replacement, construction and use. The persons exercising such rights should ensure that inconvenience is limited in so far as is practicable and that access to the Premises is not in so far as is practicable unduly obstructed. It is being understood among the Parties hereto that the Landlord's reservations are not intended to preclude the Tenant from using and/or occupying the surface of the reservations lying within the Premises.

		4.2.5	The Landlord has easement and right of way upon, over, under, across and in the Premises and the easements for the purposes of exercising any and all of the Landlord's rights and performing any of the Landlord's obligations under this Lease.

		4.2.6	The exceptions and reservations by the Landlord are for the benefit of itself, its successors and assigns, and all persons holding under or through the Landlord provided however that the Landlord, in its exercise of its rights to, in and under any such reservations, shall not cause or allow to be caused damage to, and shall not allow anyone to materially interfere with, the Tenant’s Permitted Use of the Premises. The Landlord, shall at all times in exercising its rights under this provision indemnify, defend and hold the Tenant, employees, agents representatives, contractors, licensees and invitees harmless from and against all costs and expenses incurred and claims made against or suffered by the Tenant, its employees, agents representatives, contractors, licensees or invitees that arise from the negligence of the Landlord, its contractors, agents or representatives in exercising their rights as outlined in this Clause.

5.	THE LANDLORD’S COVENANTS

	Subject to the Tenant paying the Total Rent and other sums hereby reserved in the manner and at the times required under this Lease and performing and observing the covenants and conditions on the part of the Tenant to be observed and performed for the duration of the Lease Period, the Landlord covenants with the Tenant as follows:

		5.1	Quiet Enjoyment

		The Landlord shall permit the Tenant to peaceably hold and quietly enjoy the Premises for the duration of the Lease Period.

		5.2	Utilities

		Subject always to Clause 6.4, the Landlord shall provide connection to the Premises for the supply of electricity, water, sewerage, telephone and telecommunications. The cost of consumption and usage of electricity, water and sewerage only by the Tenant at the Premises shall be met by the Landlord. For the avoidance of doubt, the Landlord shall not be obliged to provide an uninterrupted power supply (“UPS”) under this Clause 5.2. Any connection to and supply of a UPS and other additional utilities will be the subject of a separate agreement between the Landlord and the Tenant.

		5.3	The Landlord’s Insurance Obligations

		The Landlord shall at its own cost obtain and maintain throughout the Lease Period insurance for the following and such other risks as the Landlord may otherwise determine from time to time:

			5.3.1	All Risks Insurance to cover the Building (excluding the property of the Tenant in the Premises) and the Common Areas; and

			5.3.2	Third Party Liability Insurance; and

			5.3.3	Where the Landlord or the Landlord’s agents or contractors carry out any construction work on the Building, Contractor's All Risk Insurance and Workers' Compensation Insurance in compliance with statutory and regulatory requirements,

		5.4	Maintenance and Repair

		The Landlord shall keep the exterior of the Building, the Landlord’s fixtures and fittings and the Common Areas clean and in good repair and condition (fair wear and tear excepted).

6.	THE TENANT’S COVENANTS

	For the duration of the Lease Period, subject to earlier termination, the Tenant covenants with the Landlord as follows:

		6.1	Payment of Total Rent

			6.1.1	The Tenant shall pay the Total Rent reserved by this Lease free from any deductions and rights of set-off whatsoever, at the times and in the manner set forth in the Lease Details.

			6.1.2	The Tenant shall pay any and all other amounts payable to the Landlord, if any, under this Lease at the times and in the manner specified in relation to each such item.

		6.2	Interest

			6.2.1	The Tenant shall pay interest on so much of the Total Rent and other monies payable under this Lease as remain unpaid seven (7) days after they have become due, from the date that they became due until the payment is made to the Landlord.

			6.2.2	The Tenant shall pay interest for any period during which the Landlord properly refuses to accept the tender of payment because of an unremedied breach of a covenant of the Tenant.

			6.2.3	Any interest payable hereunder shall be at the rate of 12% per annum calculated on a daily basis until full payment of all outstanding amounts and accrued interest thereon has been paid by the Tenant to the Landlord.

		6.3	Licences

		The Tenant shall obtain, pay for and maintain throughout the Lease Period, all licences issued by the Landlord and/or its associate entities required to permit the Tenant to undertake the Permitted Use in the Premises and in the TECOM Zone and shall pay and discharge all rates, taxes, assessments, duties and charges assessed or imposed upon or payable by the Landlord or the Tenant in respect of the Premises.

		6.4	Utilities

		The Tenant shall pay all charges in respect of any telephone, facsimile or other communication service costs connected to and consumed at the Premises and all charges imposed directly by any utility or authority for the supply of any of these services to the Premises. In the event that facilities are provided to the Tenant directly by the Landlord, the Tenant shall settle any such consumption or usage charges within thirty (30) days of notification to do so by the Landlord. For the avoidance of doubt, the Tenant shall be responsible for all costs associated with connecting the Premises to any distribution or access point at the Premises for any services to be supplied by any utility or authority;

		6.5	Maintenance and Repair

		The Tenant shall well and substantially repair, maintain and clean the Premises and all the Tenant’s fixtures and fittings therein and keep the same in good and substantial repair, maintained and in clean condition throughout the Lease Period in compliance with all health, safety, environmental and safety regulations and shall promptly replace at its own cost any Tenant’s fixtures or fittings which become worn out, lost, unfit for use or destroyed by substituting other fixtures or fittings of a like or more modern nature and of a quality at least as good as those being replaced.

		6.6	Decorations

			6.6.1	The Tenant, at the Tenant’s expense, shall have the right, following the provision of all relevant documentation including, but not limited to, relevant work contracts, detail designs, drawings, written plans, specifications and schedules as required by the Landlord and after obtaining the Landlord’s written consent so to do to fit out, remodel, redecorate and make additions, improvements and replacements of and to all or any part of the Premises from time to time as the Tenant may deem desirable, provided the same are made in a workmanlike manner and utilising good quality materials. The Tenant shall have the right to place and install personal property, trade fixtures, equipment and other temporary installation in and upon the Premises, and fasten the same to the Premises.

			6.6.2	All such works as described in Clause 6.6.1 shall be undertaken outside normal working hours in the Building.

			6.6.3	In respect of all works in the Premises, the Tenant shall ensure that the Common Areas are kept clean, tidy and clear of obstructions at all times and that promptly upon completion of such works, all debris, waste and other refuse is removed from the Building in accordance with the instructions of the Landlord.

		6.7	Insurance

			The Tenant shall, at its own cost, obtain and maintain throughout the Lease Period insurance in and for such amounts, on such terms and with such an insurer that is in all ways satisfactory to the Landlord for the following risks and such other risks as the Landlord may otherwise determine from time to time:

			6.7.1	All Risks Insurance to cover the Premises and all of the Tenant’s assets contained therein at replacement value from the date of loss of use of the Premises until re-establishment of the Tenant’s occupancy; and

			6.7.2	Third Party Liability Insurance in the joint names of the Landlord and the Tenant; and

			6.7.3	Where the Tenant or the Tenant’s agents or contractors conducts any work on the Premises, Contractor’s All Risks Insurance and Worker’s Compensation Insurance in the joint names of the Landlord and the Tenant in compliance with statutory and regulatory requirements.

			The Tenant shall supply copies of such insurance policies and evidence of payment of premiums to the Landlord upon request by the Landlord PROVIDED ALWAYS that if the Tenant shall fail to insure or keep insured the Premises as aforesaid, the Landlord shall be entitled so to do on behalf of the Tenant and recover the cost of such insurance from the Tenant.

		6.8	The Landlord’s Right of Inspection and Right to Repair

			If any breach of covenant, defects, disrepair, removal of fixtures or unauthorised alterations or additions are found on inspection of the Premises pursuant to the Landlord’s rights of inspection and right to repair under Clause 4.2.1, then on notice from the Landlord, the Tenant shall execute to the reasonable satisfaction of the Landlord, all repairs, works, replacements or removals required within one (1) month (or sooner, if necessary) after the receipt of such notice. If the Tenant fails to comply with any such notice, the Landlord may itself or by its workers, employees or agents enter the Premises and execute all necessary or desirable repairs, works, replacements or removals. The Tenant shall pay to the Landlord on demand all expenses so incurred.

		6.9	Hand Over in Repair at the End of the Lease Period

			On the Expiry Date or earlier termination of this Lease:

			6.9.1	The Tenant shall quietly vacate and hand over the Premises (and subject to the Landlord’s option for reinstatement set out in Clause 6.11 below), with all additions and improvements to the Premises and all fixtures and fittings attached to and forming part of the Premises to the Landlord repaired, maintained, cleaned, decorated and kept in accordance with the Tenant’s obligations in this Lease.

			6.9.2	The Tenant shall remove from the Premises all the Tenant’s belongings, including without limitation, any and all notice boards and signs bearing the name of or otherwise relating to the Tenant or its business.

			6.9.3	The Tenant shall repair to the satisfaction of the Landlord all damage to the Premises and the Building resulting from the removal of any of the Tenant’s belongings from the Premises.

		6.10	Repairs and Defects

			On becoming aware of any defects in the Premises or the Building, the Tenant shall promptly give written notice of any and all such defects to the Landlord.

		6.11	Alterations

			6.11.1	The Tenant shall not make any alterations or additions to, or affecting the structure or exterior of, the Building, or the appearance of the Premises as seen from the exterior.

			6.11.2	The Tenant shall not install or erect any exterior lighting, shade, canopy or awning or other structure in front of or elsewhere outside the Premises.

			6.11.3	On the termination of this Lease, the Tenant shall, at the option of the Landlord and at the Tenant’s cost and expense, reinstate the Premises to the condition in which they were in at the grant of this Lease, such reinstatement to be carried out within a period of fourteen (14) days from the date of termination and to the reasonable satisfaction of the Landlord or the Landlord’s representative.

			6.11.4	The Tenant shall procure that any alterations or additions to the Premises permitted by the Landlord be carried out only by a contractor approved by the Landlord (such approval not to be unreasonably withheld).

			6.11.5	At all times during the course of any work in connection with any alteration that are made, all such works and such alterations shall immediately become subject to the terms of this Lease.

		6.12	Assignment and Subletting

			6.12.1	The Tenant shall not assign or sublet part only of the Premises.

			6.12.2	Subject to sub-clause 6.12.3, the Tenant shall not assign this Lease or sublet the Premises without the written consent of the Landlord, such consent not to be unreasonably withheld.

			6.12.3	The Landlord may withhold its consent to a request by the Tenant to assign this Lease or sublet the Premises in the event of any of the following:

				At the time of such assignment or subletting, there are arrears of rents or other monies due to the Landlord; and The proposed assignee or sub-tenant is not, in the sole opinion of the Landlord, of a financial status at least equal to that of the Tenant; and The terms and conditions of the proposed assignment or sub-letting are unacceptable to the Landlord.

			6.12.4	On any assignment of this Lease or subletting of the Premises:

				If the Landlord so requires, the Tenant shall procure a guarantee of the covenants of the assignee or sub-tenant from a guarantor reasonably acceptable to the Landlord; and The Tenant shall, if required by the Landlord, obtain covenants from the sub-tenant direct with the Landlord in such form as the Landlord may require; and The Tenant shall not reserve or take any premium from the assignee or sub-tenant.

			6.12.5	The terms of any assignment of this Lease or subletting of the Premises shall not be inconsistent with or impair the due performance and observance of the covenants and obligations of the Tenant in this Lease.

			6.12.6	The Tenant shall not, otherwise than by assignment or subletting permitted under this Sub Clause:

				Part with or share possession or occupation of the whole or any part of the Premises; or Grant to third parties any rights over the Premises.

			6.12.7	The Tenant shall produce, immediately upon any disposition of this Lease or the Premises, and leave with the Landlord, a certified copy of the instrument effecting such disposition (a “disposition” being an assignment, charge, transfer, sublease, or surrender of any under-lease.)

			6.12.8	The Landlord may assign this Lease to any subsidiary, affiliate or associate entity.

		6.13	Permitted Use

			6.13.1	The Tenant shall not use the Premises other than for the purposes of the Permitted Use as stated in Article 7 of the Lease Details.

			6.13.2	The Tenant shall conduct its business in the Premises in a professional manner, with proper decorum and to the highest ethical standards befitting the international standards set by the Landlord for its activities, and shall upon receipt of any notice from the Landlord so to do, promptly cease any practice or conduct that the Landlord reasonably deems to be inappropriate or improper in the Premises.

			6.13.3	The Tenant shall ensure that its employees shall at all times while in the Premises be cleanly and neatly dressed and shall conduct themselves in a professional and businesslike manner.

		6.14	Restrictions On the Use of the Premises

			6.14.1	The Tenant shall not erect or install on the Premises any engine, furnace, plant or machinery which causes noise, fumes or vibration which can be heard, smelled or felt outside the Premises.

			6.14.2	The Tenant shall not store on the Premises any petrol or other inflammable, explosive or combustible substance.

			6.14.3	The Tenant shall not use the Premises for any noxious, noisy or offensive trade or business nor for any illegal or immoral act or purpose.

			6.14.4	The Tenant shall not do anything on the Premises, which may be or grow to be a nuisance, annoyance, disturbance, inconvenience or damage to the Landlord or its other tenants of the Building, or to the owners, tenants and occupiers of adjoining and neighbouring properties.

			6.14.5	The Tenant shall not load or use the floors, walls, ceilings, or structure of the Premises or the Building so as to cause strain, damage or interference with the structural parts, load bearing framework, roof, foundations, joists and external walls of the Building.

			6.14.6	The Tenant shall not overload the elevators/lifts, electrical installations or gutters, pipes, sewers, drains, wires, telephone and telegraph cables, mains, gullies, channels, ducts, flues, conduits and watercourses (if any) in the Premises and/or the Building.

			6.14.7	The Tenant shall not do or omit to do anything which may interfere with or which imposes an additional loading on any ventilation, heating, air conditioning or other plant or machinery serving the Building or the Premises.

			6.14.8	The Tenant shall not allow any person to sleep in the Premises nor to use the Premises for residential purposes.

			6.14.9	The Tenant shall not at any time place in the Common Areas any goods, pallets, trade empties, rubbish or other obstruction.

			6.14.10	The Tenant shall not place leave or install any articles, merchandise, goods or other objects in front of the Building, or elsewhere outside the Premises.

		6.15	Advertisements and Signs

			The Tenant shall not, (except subject to what is reasonable in the sole opinion of the Landlord), place or display on the exterior of the Premises or the Building or on the windows or inside the Premises so as to be visible from the exterior of the Premises, any name, writing, notice, sign, illuminated sign, display of lights, placard, poster sticker or advertisement other than:

			6.15.1	Such notices as the Landlord may in its sole discretion approve in writing; and

			6.15.2	The name of the Tenant on or near the entrance doors of the Premises in a style and manner approved or required by the Landlord.

		6.16	Loading and Deliveries

			6.16.1	The Tenant shall at all times keep the interior of the Premises, where it is visible from the exterior of the Premises, attractively laid out and furnished and keep the windows of the Premises clean and adequately and attractively dressed to the reasonable satisfaction of the Landlord.

			6.16.2	The Tenant shall not load or unload vehicles except in the servicing areas or loading bays provided for such purpose.

			6.16.3	Tenant shall not cause any obstruction in or around the Building.

		6.17	Pest Control

			The Tenant shall at its expense and to the satisfaction of the Landlord undertake all necessary precautions to ensure that the Premises remains at all times free of rodents, insects, vermin, pests and other animals, and disease and shall, if necessary or instructed so to do by the Landlord, employ and pay pest exterminators approved by the Landlord to treat the Premises.

		6.18	Compliance with Statutes

			6.18.1	The Tenant shall comply in all respects with the provisions of all statutes, ordinances, proclamations, orders, rules, by-laws, regulations for the time being in force and requirements of any competent authority relating to the Premises, or anything done in or on them by the Tenant, and to keep the Landlord indemnified against liability in consequence of the Tenant’s failure to comply with them.

			6.18.2	In particular, but without affecting the general operation of the above, the Tenant shall comply with all requirements under any present or future statutes, ordinances, proclamations, rules, orders, by-laws or regulations as to the use or occupation of or otherwise concerning the Premises.

		6.19	Compliance with Planning and Environmental Requirements

			6.19.1	The Tenant shall perform and observe the requirements of statutes and regulations relating to planning and environmental protection applying to the Premises, and to obtain any development or other consent, permit or licence by reason of the development or manner of use of or on the Premises by the Tenant.

			6.19.2	The Tenant shall keep the Landlord indemnified against liability by reason of the Tenant’s failure to obtain any requisite development or other consent, permit or licence, or in complying with the requirements of statutes and regulations.

		6.20	Indemnification

			6.20.1	The Tenant indemnifies and shall keep the Landlord indemnified against liability in respect of any accident, loss or damage to person or property in or on the Premises.

			6.20.2	The Tenant indemnifies and shall keep the Landlord indemnified against liability of the Landlord to third parties by reason of breach by the Tenant of its obligations in this Lease.

			6.20.3	The Tenant indemnifies and shall keep the Landlord indemnified from any and all claims, proceedings, and for all costs, losses, expenses and damage incurred or suffered by the Landlord as a consequence of the earlier termination of this Lease.

		6.21	Expenses of the Landlord

			The Tenant shall pay to the Landlord on demand all expenses (including lawyer’s fees) incurred by the Landlord in the recovery or attempted recovery of arrears of Rent due from the Tenant.

		6.22	Re-letting of the Premises

			The Tenant shall permit all persons authorised by the Landlord or its agents to view the Premises at reasonable hours without interrupting the Permitted Use, in connection with any re-letting of the Premises.

		6.23	Building Rules

			The Tenant shall comply with any rules of the Building adopted or altered by the Landlord from time to time and will cause all of its agents, employees, invitees and visitors to do so. Any changes to such rules will be sent by the Landlord to the Tenant in writing.

		6.24	Security

			The Tenant shall use its best endeavours to protect and keep safe the Premises and any property contained therein from theft or robbery. The Tenant shall observe the Landlord's security procedures and rules.

		6.25	Clearance of Rubbish

			The Tenant shall not allow any accumulation of rubbish on the Premises or the Common Areas and shall ensure at all times that garbage and refuse from the Premises is removed to such locations as specified by the Landlord, and to use only that type of refuse container provided by the Landlord from time to time. The Tenant shall ensure that all kitchen and domestic garbage is sealed in polythene garbage bags before consignment. In the event of default by the Tenant the Landlord will remove such garbage at the Tenant's cost. The Tenant shall not transport rubbish by means of the passenger lifts.

		6.26	Banned Broadcasting Devices

			The Tenant shall not erect, place or use outside the Building or on the roof of the Building any radio, television or television aerial, antenna or satellite dish or any loudspeakers, screens or similar devices, or equipment without the consent of the Landlord nor use or permit to be used any radio, gramophone, television or other like media or equipment likely to be heard from outside the Building, or broadcast any audio or video transmission.

7.	TERMINATION

	7.1	This Lease may be terminated prior to the Expiry Date by the mutual agreement of the Landlord and the Tenant.

	7.2	This Lease may be terminated prior to the Expiry Date by the Landlord where:

		7.2.1	any sum due under this Lease remains unpaid for thirty (30) days after becoming due for payment (whether or not formally demanded); or

		7.2.2	the Tenant is otherwise in breach of the terms of this Lease (other than for unpaid monies) and this breach has not been remedied within thirty (30) days of written notification by the Landlord of the breach; or

		7.2.3	An event of insolvency occurs in relation to the Tenant or any guarantor of the Tenant; or

		7.2.4	The Tenant has assigned or sublet the Premises in any manner whatsoever in breach of Clause 6; or

		7.2.5	The Premises becomes vacant or deserted for a period of 30 days or more, and the Tenant is not traceable or leaves the country without notifying the Landlord and the Landlord is satisfied in the circumstances that the Premises has been abandoned.

		7.2.6	The expression “an event of insolvency” in Clause 7.2.3 includes:

			(In relation to a company or other corporation which is the Tenant or a guarantor) inability of the company to pay its debts, entry into liquidation either compulsory or voluntary (except for the purpose of amalgamation or reconstruction), the passing of a resolution for its winding up, the making of a proposal to the company and its creditors for a composition in satisfaction of its debts or a scheme of arrangement of its affairs, the application to any court for an administration order, and the appointment of a receiver or administrative receiver; and (In relation to an individual who is a guarantor), the presentation of a bankruptcy petition, the making of a proposal to his creditors for a composition in satisfaction of his debts or a scheme of an arrangement of his affairs, the application to any court for an interim order, and the appointment of a receiver or interim receiver.

8.	CONSEQUENCES OF TERMINATION

	If the Landlord terminates the Lease, then all sums paid by the Tenant to the Landlord shall be forfeited and the Landlord (or its authorised agent) shall have the lawful right and entitlement to enter the Premises and repossess the Premises and take possession of all property therein and to let the Premises to others and dispose of such property found in the Premises in such a manner and at such a price as the Landlord deems fit.

9.	GENERAL PROVISIONS

	9.1	Adjoining Property

		9.1.1	The Landlord may deal as it thinks fit with other property adjoining or nearby the Premises belonging to the Landlord, and may erect or permit to be erected on such property any buildings or other structures.

		9.1.2	The Landlord may at all times, without obtaining any consent from the Tenant, alter, reconstruct or modify in any way whatsoever, or change the use of, the Common Areas so long as proper means of access to and egress from the Premises are afforded and essential services are maintained at all times.

	9.2	Rental Policy

		The Landlord may in its sole discretion determine the rental rates of different premises within the TECOM Zone. Such rental rates may vary from one premises to the other due to various factors such as the location, the size of the building, the type of the activity or mutual interests between the Landlord and the tenants.

	9.3	Service Charge Adjustment

		The Landlord may in its absolute discretion vary, extend, alter or add to the services and adjust the Service Charge accordingly, if the Landlord considers that by so doing the amenities in the Building may be improved and/or the management of the Building will be more efficiently conducted or if the Landlord's expenditure upon such services (including, in particular, utilities charges) increases from year to year.

	9.4	Building Improvement

		The Landlord shall have the right from time to time, for the purpose of the development and overall interest of the Building to improve, extend or in any manner whatsoever alter or deal with the Building and make any modification or changes provided that in exercising such right the Landlord will endeavour to cause as little inconvenience to the Tenant as is practicable in the circumstances. In the event that the Landlord deems it necessary to relocate the Tenant from its Premises the Landlord shall provide at its own cost alternative premises complete with fittings of an equivalent standard to those in the Tenant's Premises. The Tenant accepts that the Tenant shall have no right of compensation for such relocation other than these provisions.

	9.5	Competition

		Nothing within this Lease or in any of the negotiations leading up to this Lease is to be construed as an undertaking or promise by the Landlord to restrict in any way the letting of any other building or premises of the Landlord to direct or indirect competitors of the Tenant.

	9.6	Arbitration of Disputes Between Tenants

		If any dispute or disagreement at any time arises between the Tenant and the other tenants and occupiers of the Building or any adjoining or neighbouring property belonging to the Landlord relating to the gutters, pipes, sewers, drains, wires, telephone and telegraph cables, mains, gullies, channels, ducts, flues, conduits and watercourses (if any) serving, or easements or rights affecting, the Premises, the Building or any adjoining or neighbouring property, the dispute or disagreement is to be determined by the Landlord by which determination the Tenant shall be bound.

	9.7	Exemption From Liability in Respect of Services

		The Landlord shall not be liable to the Tenant for any loss, damage or inconvenience, which may be caused by reason of:

		9.7.1	temporary interruption of services during periods of inspection, maintenance or repair; or

		9.7.2	breakdown of or defect in any plant and machinery, services or gutters, pipes, sewers, drains, wires, telephone and telegraph cables, mains, gullies, channels, ducts, flues, conduits and watercourses (if any) in the Premises, the Building or any neighbouring or adjoining property; or

		9.7.3	events beyond the reasonable control of the Landlord.

	9.8	Compensation for Disturbance

		The Tenant is not entitled to terminate this Lease, quit the Premises or to claim from the Landlord any compensation for disturbance unless and to the extent that any statutory right to compensation precludes the operation of this provision.

	9.9	Removal of Tenant’s Property

		9.9.1	If, after the Tenant has vacated the Premises following the Expiry Date or earlier termination of this Lease, any property of the Tenant remains in the Premises and the Tenant fails to remove it within seven (7) days after being requested in writing by the Landlord so to do, the Landlord may, as the agent of the Tenant, sell such property and hold the proceeds of sale, after deducting the costs and expenses of removal, storage and sale reasonably and properly incurred by it, to the order of the Tenant.

		9.9.2	The Tenant indemnifies and shall keep indemnified the Landlord against any liability incurred by it to any third party whose property has been sold by the Landlord in the bona fide mistaken belief (which is to be presumed unless the contrary be proved) that it belonged to the Tenant and was liable to be dealt with as such under this Sub Clause.

	9.10	Parking

		During the Lease Period, the Tenant shall have the non-exclusive use in common with the Landlord, other tenants of the Building, their guests and invitees, of the non-reserved common automobile parking spaces, driveways, and footways, subject to rules and regulations for the use thereof as prescribed from time to time by the Landlord. The Landlord reserves the right to designate parking areas within the Building or in reasonable proximity thereto, for the Tenant and the Tenant's agents and employees.

	9.11	Notices

		Any notice, communication or demand to be given or made by or to the Landlord or the Tenant under this Lease shall be in writing and shall be delivered personally or sent by registered mail, courier or by fax, to the party due to receive such notice at its address set out in Lease Details (or such other address as either party may advise the other in writing). Any such notice, communication or demand given or made by registered mail shall be deemed to have been received seven (7) days after the date of posting, or in case of hand delivery upon written acknowledgement of delivery made by or on behalf of the party to whom the notice was addressed or when left at the address set out in the Lease Details (or as either party may notify the other in writing), or in the case of a courier upon written acknowledgement of delivery made by or on behalf of the party to whom the notice was addressed, or in the case of a fax transmission upon receipt of a valid transmission report.

	9.12	Waiver

		No waiver of any default of the Landlord or the Tenant hereunder shall be implied from any omission to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the express waiver and that only for the time and to the extent therein stated. One or more waivers by the Landlord or the Tenant shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition.

	9.13	Headings

		The headings used in these Lease Terms are for convenience of the Parties only and shall not be considered in interpreting the meaning of any provision of the Lease.

	9.14	Successors

		The provisions of these Lease Terms shall extend to and be binding upon the Landlord and the Tenant and their respective legal representatives, successors and permitted assigns.

	9.15	Consent

		The Landlord shall not unreasonably withhold or delay its consent with respect to any matter for which Landlord's consent is required or desirable under this Lease.

	9.16	Governing Law

		This Lease shall be governed by and construed in accordance with the laws and regulations in force from time to time in the TECOM Zone and in the Emirate of Dubai.

	9.17	Arbitration

		9.17.1	Any dispute or difference between the Parties arising out of or in connection with the conditions shall be submitted to any dispute resolution panel established or to be established in the TECOM Zone or failing the establishment of such a dispute resolution panel, to arbitration in Dubai in accordance with the provisions set forth under the Rules of Commercial Conciliation and Arbitration (the "Rules") of the Dubai Chamber of Commerce and Industry before a single arbitrator. Within thirty (30) days after service of notice specifying the subject matter of the dispute or difference, the Parties shall jointly appoint the arbitrator but if, by the end of that period, they have been unable to agree on any such joint appointment, the arbitrator shall on the application of either party be appointed by the President of the Dubai Chamber of Commerce and Industry, or by a person designated by him.

		9.17.2	The arbitration shall be conducted in the English language and in accordance with such procedures as the arbitrator agrees provided that no such procedures shall be contrary to any law or procedures for the time being in force in the Emirate of Dubai. The decision and award of the arbitrator shall be final and binding upon the Parties. The costs of the arbitration shall form an issue between the Parties and be borne as determined by the arbitrator and as provided in the arbitration award.

	9.18	Compliance with Law

		The Tenant shall comply with all laws, orders, ordinances and other public requirements now or hereafter pertaining to the Tenant's use of the Premises. The Landlord shall comply with all laws, orders, ordinances and other public requirements now or hereafter affecting the Premises.

	9.19	Language

		This Lease has been negotiated and drafted in the English language. In the event of any dispute resolution, litigation or other formal process, the English text shall prevail over any translation and be conclusive in any questions as to the meaning or interpretation thereof.

	9.20	Construction and Interpretation

		9.20.1	Section and clause headings are for ease of reference only and do not affect the interpretation of this Lease.

		9.20.2	Words importing the singular are to include the plural and vice versa.

		9.20.3	Any law or decree or any section of any law or decree will be deemed to include reference to any modification or re-enactment thereof for the time being in force and all instruments, orders, regulations, by-laws, permissions and directions at any time made thereunder.

		9.20.4	The terms "hereof" "herein" "hereby" "hereto" and similar words refer to these entire Lease Terms and not to any particular Clause or Schedule or any other subdivision of this Lease.

		9.20.5	The words "include" or "including" shall be deemed to be followed by "without limitation" or "but not limited to" whether or not they are followed by such phrases of like import.

		9.20.6	All dates herein shall be construed with reference to and in accordance with the Gregorian Calendar.

	9.21	Final Agreement

		This Lease terminates and supersedes all prior understandings or agreements on the subject matter hereof.