Dubai Technology, Electronic Commerce and Media Free Zone Authority

1.	GENERAL TERMS & CONDITIONS FOR SPONSORSHIP OF PERSONNEL – 2004 Edition

	These General Terms and Conditions for Sponsorship of Personnel form an integral part of the Personnel Sponsorship Agreement.

2.	DEFINITIONS

	The following words shall have the meanings ascribed to them:

	"Bank Guarantee"			means a bank guarantee issued by a bank licensed and operating in the UAE in favour of TECOM, or the provision of a cash deposit by the Employer to TECOM, in the value of United Arab Emirates Dirhams Two Thousand Five Hundred (AED 2,500.00) for each Sponsorship. Where the Employer employs more than fifty (50) employees, the Bank Guarantee shall not exceed the amount of United Arab Emirates Dirhams One Hundred Twenty Five Thousand (AED 125,000.00). The values set out above in relation to determining the amount of any Bank Guarantee may be changed or amended at any time at the discretion of TECOM.

	"Employees"			mean persons employed by the Employer who are the subject of a Sponsorship.

	"Employer"			means a business operating in the TECOM that is in possession of a valid and existing Licence.

	"Employment Contract"			means the written contract of employment between the Employer and the Employee which prescribes the Minimum Conditions or such superior conditions as the Employer and Employees may agree, an original signed copy of which will be deposited with TECOM by the Employer as required under Clause 3.2 of these General Terms and Conditions.

	"Fees"			means the fees charged by TECOM in consideration of provision of the Sponsorship, such Fees being subject to alteration on notice to the Employer.

	"General Terms andConditions"			means these General Terms and Conditions for Sponsorship of Personnel.

	"Immigration Law"			means the Immigration Law being Federal Law No.6 of 1973 (as may be amended from time to time).

	"Labour Law"			means the Labour Law for the Private Sector being Federal Law No. 8 of 1980 as amended.

	"Lease Agreement"			means any lease agreement signed between the Employer and TECOM for premises for the Employer in the Zone.

	"Licence"			means a current licence issued by TECOM allowing the Employer to legally undertake activities in the Zone.

	"Minimum Conditions"			means the minimum conditions in relation to working hours, working conditions, holidays, salary or hourly rate, notice provisions and end of service benefit as prescribed by TECOM as constituting minimum acceptable conditions for employment of Employees and in the absence of the issue of any requirements by TECOM, the minimum conditions as set out in the Labour Law.

	"Party" and "Parties"			means TECOM and the Employer as the context requires.

	"Penal Code"			means the Penal Code of the UAE being Federal Law No.3 of 1987 as amended.

	"Personnel SponsorshipAgreement"			means the personnel sponsorship agreement signed or to be signed between TECOM and the Employer for the Sponsorship of an Employee.

	"Sponsorship"			means the sponsorship of Employees by TECOM in accordance with the Immigration Law and the Labour Law for the purposes of residence and employment in the UAE and the employment by the Employer of those Employees in accordance with these General Terms and Conditions.

	"TECOM"			means the Dubai Technology and Media Free Zone Authority by virtue of Law No. 1 of 2000 of the Emirate of Dubai (as amended), of P. O. Box 73000, Dubai, United Arab Emirates.

	"Temporary Assignment"			mean where an Employee is seconded by the Employer to a third party, whether that third party is based in the Zone or outside the Zone, for a period of not more than one year and where the Employee’s Remuneration (as defined under the Employment Contract between the Employer and the Employee) remains the responsibility of the Employer and the purpose of the Employee being on secondment to a third party is to complete a project or task for which the Employer has contracted with the third party and where the primary purpose of such project or task is not merely the supply on secondment of the Employee.

	"UAE"			means the United Arab Emirates.

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

3.	SPONSORSHIP PROCEDURE

	3.1	The Sponsorship will begin with a written or electronic request by the Employer to TECOM for Sponsorship of Employees to include the names and details of the proposed Employees as required in Clause 2 of the Personnel Sponsorship Agreement.

	3.2	The Employer shall supply to TECOM all relevant details concerning the Employee as requested by TECOM including the Employment Contract.

	3.3	The Employer shall execute (or shall have executed) with TECOM a Personnel Sponsorship Agreement

	3.4	TECOM will arrange for the entry into the UAE of the Employees, subject to compliance with the Immigration Law and Labour Law and arrange to obtain relevant residence and employment permits for the Employees.

	3.5	TECOM will arrange for the issue to the Employees of a health card issued by the Department of Health & Medical Services of the Government of Dubai and will also apply for any renewal of a health card upon request by the Employer.

4.	SPONSORSHIP CONDITIONS

	Every Sponsorship is strictly subject to:

	4.1	payment by the Employer of all Fees;

	4.2	the Employees being suitable persons for employment and residence in the UAE in terms of the Immigration Law and the Labour Law;

	4.3	at the request of TECOM, provision by the Employer of a Bank Guarantee in favour of TECOM;

	4.4	provision by the Employer to TECOM, on the request of TECOM, of a certificate of insurance from an insurer licensed and operating in the UAE confirming that insurance has been effected by the Employer for:

		4.4.1	workmen’s compensation for a reasonable amount or for such minimum amount as TECOM may prescribe from time to time; and

		4.4.2	cover against third party claims that may arise through the act of any of the Employees or otherwise through the performance of the Sponsorship Agreement.

	4.5	the Employees not working for any party other than the Employer or otherwise outside the Zone except on Temporary Assignment;

	4.6	the Employer providing the Employees with at least the Minimum Conditions as prescribed under the Employment Contract;

	4.7	the Employees not committing any offences under the general laws of the UAE including, but not limited to, any offence under the Penal Code.

5.	NO LIABILITY ON TECOM

	5.1	TECOM shall not be liable under any circumstances to the Employer for any act, default or omission on the part of the Employees including in particular, but without limitation, any breach by any of the Employees of any restraint of trade or non-competition covenant that may be contained in the Employment Contract following completion or termination of the employment of any of the Employees.

	5.2	For the purposes of the Sponsorship, TECOM shall act as the pure agent of the Employer and the Employment Contract shall constitute a primary obligation on the part of the Employer to the Employees.

	5.3	The Employer shall be responsible for any and all amounts due to the Employees whether under the Employment Contract or at law and for all amounts due to the federal government or individual emirate authorities in relation to the residence and employment in the UAE of the Employees and no amount shall be payable by TECOM whatsoever by reason of TECOM’s Sponsorship of the Employees and the Employer, without limiting its obligations under Clause 6 below, indemnifies TECOM for any and all amounts, costs or entitlements that may be claimed whether by the Employees or by third parties in relation to the Sponsorship.

6.	INDEMNITY

	The Employer shall indemnify and keep indemnified TECOM against any and all actions, claims, liabilities, losses, damages, costs or expenses of any nature whatsoever (including legal fees incurred in connection therewith) in relation to any action by the Employer or Employees or by any third parties and against all losses or damage to any property (including any property of TECOM) which may arise in consequence of the performance of the Personnel Sponsorship Agreement or otherwise under these General Terms and Conditions.

7.	TERMINATION OF A SPONSORSHIP

	7.1	A Sponsorship may be terminated by TECOM on the provision of fifteen (15) days written notice to the Employer in any of the following events:

		7.1.1	The termination or non-renewal of the Employer’s Licence.

		7.1.2	The termination or non-renewal of any Lease Agreement by the Employer in the Zone.

		7.1.3	The breach of any terms or conditions of the Licence by the Employer.

		7.1.4	The breach of any terms and conditions of any Lease Agreement by the Employer.

		7.1.5	The breach of any terms and conditions (being these General Terms and Conditions) of the Personnel Sponsorship Agreement by either the Employer or the Employee.

		7.1.6	The breach of any terms and conditions of any Employment Contract by either the Employer or the Employee.

		7.1.7	The Employer becomes bankrupt, enters into liquidation, whether compulsorily or voluntarily, has a receiver appointed or takes any steps to wind itself up.

	7.2	A Sponsorship may be terminated by the Employer on the provision of thirty (30) days written notice to TECOM, subject to the Employer’s compliance with its obligations under the Employment Contract and these General Terms and Conditions.

8.	NOTICES

	Any notice or other communication to be given to either TECOM or the Employer in respect of any matter for the Personnel Sponsorship Agreement may be given by hand, registered post, or facsimile to the respective addresses of TECOM and the Employer as set out in the Personnel Sponsorship Agreement. In the case of notices to the Employer, TECOM is entitled to rely on the last recorded details for the Employer as set out in the Employer’s Licence.

9.	NO WAIVER

	Failure by TECOM on any occasion to insist upon observance or performance by the Employer of any covenant or obligation herein contained shall not amount to a waiver of such breach or acceptance or such variation by TECOM. Furthermore, no waiver by TECOM of any breach of any covenant, obligation or provision under these General Terms and Conditions express or implied shall operate as a waiver of another breach of the same or of any covenant, obligation or provision under these General Terms and Conditions express or implied.

10.	SEVERABILITY

	The invalidity, illegality or unenforceability of any provisions under these General Terms and Conditions shall not affect the continuation in force of the remainder of these General Terms and Conditions.

11.	LANGUAGE

	These General Terms and Conditions have been drafted in the English language. In the event of an Arabic translation being prepared for the purposes of any dispute resolution, litigation or other form of process, the English text shall prevail and be conclusive in any questions as to the meaning or interpretation thereof.

12.	LAW AND JURISDICTION

	12.1	These General Terms and Conditions shall be governed by the regulations enforced in the Zone and the laws of the Emirate of Dubai.

	12.2	Each Employment Contract shall be governed by and construed in accordance with the Labour Law only until such time as the TECOM or the Zone issues its own regulations concerning employment in the TECOM and the Zone at which time such regulations shall be deemed to govern any Employment Contract.

	12.3	Any dispute arising on the interpretation or the implementation of this Agreement should be referred to arbitration in Dubai in the English language under the Rules of Arbitration and Conciliation of the Dubai Chamber of Commerce and Industry only until such time as a disputes resolution tribunal has been established in the Zone (the "Tribunal") at which time the Tribunal shall have exclusive jurisdiction.