This Agreement hereby accords the authority and power to the parties to make the decision and policy for the expansion and enlargement of the business within the territory as outlined herein.
This Agreement shall become effective upon full execution by the Parties, and, unless terminated earlier as outlined herein, shall remain in continuous force and effect for a period of one (1) year. Upon expiration of the initial one‐year term, this Agreement shall automatically renew for successive periods of one (1) year each thereafter unless either Party gives written notice of termination to the other Party in accordance with the terms hereof.
The parties agree to devote sufficient time and attention to the business of physical fitness and Gym to achieve the desired performance measure. The Company to serve the purpose of this Agreement shall refer the clients to the Owner through the passes and the owner shall upon acquiring the passes permit the entry of the clients into the Gym and physical training and fitness centres. The parties shall have equal rights in the management of the partnership business, and each partner shall devote his entire effort and dedication to the elevation of the business. Without the consent of the other Party, neither Party shall on behalf of the Partnership borrow or lend money, or make, deliver, or accept any commercial paper, or execute any security agreement in the regular course of its business. The Owner hereby also affirms that Company is in Partnership with Owner and shall manage and signify the exclusive source of business all across the Globe by adding all the required information including address, registered number and certified Email address.
Neither Party will use the other's Confidential Information for purposes other than those necessary to further the objectives of this Agreement. Neither Party will disclose to third Persons the other's Confidential Information without the prior written consent of the other Party. Should either Party be required under applicable law, rule or regulation, or pursuant to the order of any court or governmental entity of legal process of any governmental entity of competent jurisdiction to disclose Confidential Information of the disclosing Party in the receiving Party's possession, custody or control, the receiving Party shall use commercially reasonable efforts to:
The Parties acknowledge that both are the Owner of specific trade names and trademarks.
Parties agree to hold each other harmless from all claims due or demands, including fees, charges, damages and expenses incurred, resulting from actions, errors or omissions of either Party, Agent or its employees, associates, agents, or subagents as a result of any breach of this Agreement, any misrepresentation, negligent act or omission, unethical business conduct, or failure to comply with any laws or regulations.
If a claim alleging infringement of an intellectual property right arises concerning the business, including but not limited to patent, trade secret, copyright, or trademark rights, the Company shall not stand liable for any such claim.
Parties agree to maintain all necessary licenses and permits for its business and its personnel to conduct physical education and Gym business and to fully comply with all local and state regulations within the territory.
No amendment or variation to this Agreement is valid unless in writing, signed by each of the parties or his authorized representative.
This Agreement may be terminated by Company upon thirty (30) days written notice to the other Owner in the event of a breach of a material provision of this Agreement by the other Owner, provided that, during the thirty (30) days period, the Owner fails to cure such breach.
The sole purpose of this Agreement is to initiate the Partnership between the parties with having the vision to progress in the field of physical fitness and Gym to develop the strategies to make it more profitable and adequately reliable. It is understood that each of the parties hereto is Partners for the purpose of this Partnership as set forth in Paragraph hereof, but nothing contained in this Agreement shall make the Partners with respect to matters unrelated to the Partnership, or render them liable for any debts or obligations of any Partner, nor shall any Partner be hereby constituted the agent for any Partner except to the limited extent herein expressly permitted and as may be hereinafter agreed upon by consent of both the parties.
Neither Party shall be liable for any loss or delay resulting from any force majeure event and unavoidable natural circumstances, including acts of nature, fire, catastrophe, employment stoppage, war or military hostilities, the inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event.
In the event of any dispute or difference arising amongst the Parties with regard to the interpretation,
implementation or enforcement of this Agreement, then such dispute or difference will be referred
to arbitration before an arbitrator appointed by and in accordance with such rules and procedures of
arbitration as may be determined by and in accordance with the UAE Arbitration Association.
Notwithstanding the provisions of this clause, any Party shall be entitled to approach a competent court of law having jurisdiction to obtain any urgent relief which may be required by such Party.
This Agreement constitutes the entire and complete Agreement between the Parties and supersedes all previous written or oral communication or agreements between the Parties and their predecessors or assigns. This Agreement may be amended, modified, or supplemented only by a writing executed by both Parties. Parties agree that all employees, associates, agents, and subagents involved with the execution of this Agreement shall be bound by this Agreement.
This Agreement shall be binding upon the Parties, their heirs, successors, legal representatives, executors, administrators, personal representatives, and permitted assigns. The parties may not assign this Agreement or any benefits or interest hereunder without the prior written consent of another party.
A Partner shall not, and shall have no right, to sell, assign, pledge or mortgage his interest in the Partnership, or the Partnership property or assets, except with the written consent of other Partner, and any such prohibition transfer, if attempted, shall be void and without force or effect.
Any communication to be served on either of the parties by the other shall be delivered by first class post or recorded delivery or by email.
It shall be deemed to have been delivered:
No Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties.
Construction and interpretation of this Agreement shall at all times and in all respects, be governed by the laws of the United Arab Emirates.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then only the portion of that provision held invalid, void or unenforceable shall be stricken, and the remaining provisions shall, nevertheless, continue in full force and effect without being invalidated in any way.
No waiver of any of the provisions of this Agreement shall constitute a continuing waiver or a waiver of any other provision. No waiver shall be binding unless executed in writing by the party making such waiver. It shall be the responsibility of each Party to provide written notification to the other of any changes in address throughout the term hereof.