Article (26) Contents of Partnership Contracts

A Partnership Contract must contain the basic provisions governing the Partnership, and the mutual obligations of the parties to the Contract, which mainly include:

1. the type and scope of the works and services that must be performed by the Project Company;

2. the ownership of assets and intellectual property rights pertaining to the Project, the obligations of parties with respect to the handover of the Project site, and the provisions governing the transfer of ownership upon completion of the Project

3. the responsibility for obtaining licences, permits, and approvals;

4. the mutual financial and technical obligations of both contracting parties, and the relevant financing methods;

5. the rules governing the sale prices of products, or charges of the services, provided under the Project; and the principles and rules of determining and changing these prices or charges;

6. the quality assurance methods; the financial, administrative, and technical audit and supervision tools required for operating, utilising, and maintaining the Project; and the performance indicators of the Project Company;

7. the rules regulating the right of the Government Entity to revoke or amend the Partnership Contract and the compliance by the Project Company with these amendments; and the grounds and methods of compensation in the event of such a revocation or amendment;

8. the types and amounts of insurance covering the Partnership Project and its operational and utilisation risks, the performance guarantees provided to the Government Entity, and the provisions and procedures related to refunding these guarantees;

9. the grounds for distribution of Project risks in cases of force majeure, emergency, or material hardships; and the grounds for assessment of the relevant compensation;

10. the term of Contract, cases of early partial or complete termination, and rights and obligations of the contracting parties;

11. the cases where the Government Entity may unilaterally terminate the Contract;

12. the penalties that may be imposed on the Project Company if it fails to meets its contractual obligations;

13. the rules and procedures for recovering the Project upon expiry, unilateral termination, or early or partial termination of the Contract;

14. the procedures for ensuring the continuity of the Project and works covered by the Partnership Contract upon expiry or revocation of the Contract, or upon failure by the Project Company to meet its contractual obligations;

15. the provisions related to using the services of the employees of the Government Entity by the Project Company, and those related to determining the percentage of UAE nationals in the company;

16. the measures that must be taken by the Project Company to preserve the environment;

17. the specifications of the end products or service levels that the Project Company must comply with, including any performance indicators; safety, security, and environmental protection standards, and other standards; or electronic systems and programmes that must be used by the Project Company; and

18. any other obligations determined by the SFC, the DOF, or the Government Entity in accordance with the resolutions issued by these entities in this respect.