Service Level Agreement (SLA)

TO

By Advanced Operations Technology

(…………. - 2015)
 Document Owner: AOT

Business Relationship Manager: Fathi Aouf

Revision control

Version Date Revision / Description Author

0.0 15-10-2015 Draft for review and discussion AOT

Approval
(By signing below, all Approvers agree to all terms and conditions outlined in this Agreement.)

Approvers [Title and/or Affiliation] Approval Date

(………………) (Jeddah Chamber) (………………)

Amr Boheriry CEO, AOT (………………)

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Contents
Agreement Overview .............................................................................................................................................................. 4
1. Executive Summary ....................................................................................................................................................... 4
2. Why AOT ......................................................................................................................................................................... 4
3. Goals & Objectives ........................................................................................................................................................ 5
4. Definitions and Interpretation ....................................................................................................................................... 5
5. Stakeholders ................................................................................................................................................................... 5
6. Service Environment...................................................................................................................................................... 6
7. Scope of Services .......................................................................................................................................................... 7
8. Assumptions ................................................................................................................................................................... 8
9. Obligation of AOT: ......................................................................................................................................................... 8
10. Obligations of JC ............................................................................................................................................................ 8
11. Provisions Relating to Services ................................................................................................................................... 9
12. Service Management ..................................................................................................................................................... 9
13. Service Availability and service hours ....................................................................................................................... 10
14. Service Level ................................................................................................................................................................ 10
15. Service Metrics Matrix / Service Level Targets: ...................................................................................................... 10
16. Service Level Reporting .............................................................................................................................................. 11
17. Problem Severity Definitions & Response Times:................................................................................................... 11
18. Termination ................................................................................................................................................................... 11
19. Termination by JC ........................................................................................................................................................ 12
20. Rights and Obligations Accrued before Termination .............................................................................................. 12
21. Periodic review and agreement terms: ..................................................................................................................... 12
22. Investment Estimate and service cost ...................................................................................................................... 13
23. AOT Indemnity .............................................................................................................................................................. 13
24. Exclusions ..................................................................................................................................................................... 14
25. JC Indemnity ................................................................................................................................................................. 14
26. Warranties: .................................................................................................................................................................... 14
27. Confidentiality and non-disclosure: ........................................................................................................................... 15
28. Dispute Resolution ....................................................................................................................................................... 16
29. FORCE MAJEURE ...................................................................................................................................................... 16

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Agreement Overview

This agreement (the “Agreement”) is made as of the ( ……… 2015,) between Jeddah Chamber
of Commerce & Industry, P.O. Box 1264 Jeddah 21431 Kingdom of Saudi Arabia” an organization
established under the laws of the Kingdom of Saudi Arabia ‘“Jeddah Chamber”’ and “Advanced
Operations Technology Inc.”, a company established under the laws of Saudi Arabia P. O. Box
25904, Riyadh 11476, KSA (each a “Party” and collectively the “Parties”).

THEREFORE, THE Parties agree as follows;

1. Executive Summary

Jeddah Chamber (JC) is undertaking a program of substantial strategic benefit to re-engineer the
way internal processes are managed. The program will affect every part of the organization, having
a significant impact on JC operational and management processes direction, staff skills, information
systems and organizational culture.

AOT shall provide a range of flexible infrastructure management solutions designed to suit JC
requirements. We can help to improve operational and cost efficiency, reliability, security and
continuity through our services. AOT has the breadth and depth of knowledge to successfully
manage complex and constantly evolving Infrastructure requirements. The services offered by AOT
are compliant to international standards such as ISO 20000 and ISO 27001.

The services that would be provided as part of our offering are listed below:

 Build IT Infrastructure at JC Data Center

 Oracle E-Business Suit support through SLA
 Operate and manage the Oracle Application &IT infrastructure
In order to optimize resource utilization across a client’s different outsourcing tasks, AOT uses
consolidated support approach through its Ready-To-Serve (RTS) model. In this model, a common
pool of offsite resources with required skill sets will be utilized to support JC’s required services.
Using SLA based approach. A shared resources pool model, and a methodology customized for
managing a variable resource model. The RTS model is a fixed priced model and the service is
proved based on SLA agreed with JC, whereby AOT handles day-today operations and enables
JC to focus on their core business.

2. Why AOT
 Large experience gained to date by AOT team in the delivery of similar solutions to large
Organizations.
 Various business and technical expertise that AOT team has in terms of ERP, Knowledge
Management and other implementation experiences.
 Project Methodology that we use, forcing tight management of decisions, yet flexible, and
providing clear foresight of specific functionality.

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  AOT is leader in providing Oracle regional solutions using best practice approaches,
methodologies and applications.
 Arabic expertise and experience in reducing project complexity and risk
 Post Production Support programs.
 Extensive use of regional based resources.

We expect this knowledge and experience to be a key factor in helping you successfully
implement your project.

3. Goals & Objectives

The purpose of this Agreement is to ensure that the appropriate legal framework is in place
between the Parties to allow consistent provision of IT service support and delivery related to JC
by AOT of such other services as specified in this Agreement.

The goal of this Agreement is for the Parties to reach a mutual agreement on the terms and
conditions relating to the provision of the services by AOT to JC.

The objectives of this Agreement are to:

 Provide clear reference legal framework for service provision, accountability, escalation
procedure, roles and/or responsibilities of the relevant Parties.

 Present a clear, concise and measurable description of services to be provided by AOT

to JC and thereby reduce any potential risk of misunderstandings.

 Align expectations of the Parties with respect to the services to be provided under this
Agreement.

 Create an environment which is conducive to a co-operative relationship between JC and

AOT to ensure the effective support of JC and its authorized users.

 Ensure that JC and its authorized users are provided with high quality service with the full
support of AOT.

4. Definitions and Interpretation

Recitals: As described clearly, in the “Scope of Work” AOT has agreed to provide support for Oracle
E-Business suite Modules to (JC) based upon the terms and conditions in this Agreement.

5. Stakeholders

The following persons of AOT and JC will represent the Parties in relation to matters concerning
this Agreement, except for the authority to amend this Agreement:

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 IT AOT(s): Advanced Operations Technology (“AOT”)

IT JC: (JC) Co. (“JC”)

The following stakeholders are responsible for the deployment and on-going support of this

Agreement:

Stakeholder Title / Role Contact Information

(………..) (………..) ………………………

(………..) (………..) ………………………

(………..) (………..) ………………………

6. Service Environment
AOT shall provide JC with services in relation to in-scope applications and infrastructure services stated
below:

In-Scope Applications: Oracle Financials Modules

(Oracle E-Business suite  Oracle General Ledger
support )  Oracle Fixed Assets
 Oracle Accounts Payable

 Oracle Accounts Receivable

 Oracle Cash Management
Oracle Supply Chain Modules

 Oracle Purchasing

 Oracle Sourcing
 Oracle I-supplier Portal
 Oracle Inventory Management

 Oracle I-procurement

 Oracle Procurement Contracts

 Oracle Service Procurement
 Oracle Service Contract
 Oracle Advanced Pricing
Human Resources Management Modules

 Oracle Payroll
 Oracle Human Resources
 Oracle Self-Service Human Resources
 Oracle i-Recruitment

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 Infrastructure Services:  Database Management, Database administration, performance
(Operate and manage the management, tuning &optimization
Oracle Application)  Oracle E Business Support - Provide functional and technical support for
the E Business Suite. Support includes applying patches, reports
customization, Alerts/notification customization and creating new
reports/alerts/ notifications subject to a maximum of 40 reports. 10 Alerts, 10
notifications

Note That
 AOT shall provide the services remotely and If required. AOT resources will visit JC data center to
address the issues.

7. Scope of Services
AOT shall provide JC with the following services, in relation to the applications (Oracle E-Business
Suite) and data of JC related thereto (the “Services”) (full services descriptions are contained in Appendix
B ):
The following Services are covered by this Agreement:

# Service

Oracle E-Business suite modules (Financial Modules, Procurement Modules, HR

1.1
Modules) Software Operation & Administration.

2.1 Database Planning and Advisory services

2.2 Database Installation and Configuration

2.3 Database Maintenance and Support

2.4 Database Backup and Recovery

2.5 Database performance Management and tuning

3.1 Oracle Application server Management

5.5 Data Restoration

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 8. Assumptions

The following assumptions were made to be able to achieve the administration tasks,

 Client will grant our resources the full-required authorities to do their job completely.

 Available resources for ensuring proper service continuity. E.g. Storage, systems resources and
oracle support agreement and etc...

 Client will provide proper and adequate working environment for our contractors.

 Changes to services will be communicated and documented to all stakeholders.

9. Obligation of AOT:

AOT responsibilities in support of this Agreement are:

A. AOT shall proactively undertake other tasks to enhance the production environment.

B. The Services shall be performed in a timely, professional and workmanlike manner with care and
skill and in accordance with best practices in information technology industry.

C. While providing the Services, AOT shall abide by the laws, rules, copyright laws, culture,
customs, and social mores of the Kingdom of Saudi Arabia.

D. AOT will conform to and will follow (JC)’s work-environment rules and regulations while providing
the Services at (JC)’s premises.

E. Meeting response times associated with service related incidents.

F. Generating quarterly reports on service levels for JC.

G. Appropriate notification to JC for all scheduled down time.

H. Facilitation of all service support activities involving incident, problem change, and release and
configuration management.

10. Obligations of JC

JC responsibilities in support of this Agreement are:

1. Advanced scheduling of all service related requests and other special services with the AOT.

2. Reasonable availability of JC representative(s) when resolving a service related incident or request.

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3. Any and all other functions not mentioned in the service description in this SLA and agreed to by both
JC and AOT.

4. Schedule in advance service related requests and other special services and arrange for their provision
in cooperation with AOT, if necessary;

5. perform any other related functions not mentioned in the service description in this SLA and agreed to
by both JC and AOT;

6. JEDDAH CHAMBER will provide AOT resources with the full-required authorities, remote access, work
spaces, and accessibility to perform their job completely.

11. Provisions Relating to Services

The Parties agree that:

A. Services will be provided by AOT to JC at least in accordance with the international services delivery
standards.

B. business forecasts that would impact infrastructure requirements shall be consulted with AOT at least
30 days in advance before any infrastructure expansion is necessary;

C. Any changes to the services will be communicated and documented to all stakeholders;

12. Service Management

Effective support of in-scope services is a result of maintaining consistent service levels. The following
sections provide relevant details on service availability, monitoring, measurement and reporting of in-
scope services and related components.

In order for any agreement to be successful, it has to follow a service level agreement with the clients.
The agreement between AOT and (JC) will be managed and monitored according to the following criteria
and conditions,

1. 24-hrs x 7 days on-call services for providing telephone technical assistance. Including JC request
for consultation services and solving mission critical production problems.

2. Providing housekeeping and database administration activities.

3. Monthly meeting will be conducted for revising the support/services provided, discuss the monthly
report output and any client’s plans or issues.

4. AOT will response to mission critical Production problems within 1 hour from receiving the call.
Critical production problem is where production is completely out of service or one of the critical
production functionality is not working.

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13. Service Availability and service hours

The Service offered is for a period of (one) year support to be carried out during (JC) working hours
not to include weekends, national and religious holidays as per the KSA Official State Calendar.

Normal working hours should not apply on Critical / High severity opened issues.

Non-business hours are from 06:01 PM to 08:29 AM KSA time, weekends, national and religious
holidays.

AOT shall make all Services available to JC as follows:

Production Computing Environment

Services Availability
Availability of all Services, other that the From 8.30 AM TO 05:00 PM from Sunday to Thursday
Automated Server Monitoring and as per (JC) Working hours during Ramadan
(collectively, the “JC Business Hours”).

Fridays, Saturdays and official holidays (as per Holiday

schedule of “JC”) are excluded from the business hours.

JC shall ensure that the relevant JC’s representative shall be available to AOT for communication and
cooperation during JC Business Hours.

14. Service Level

Provide on-site support engineer to carry operational and maintenance of the services agreed under
this SLA for the duration of this agreement.

15. Service Metrics Matrix / Service Level Targets:

The following measurements will be used and maintained by AOT to ensure optimal provision of
Services to JC:

Measurement Definition Performance Target

Percentage of time Oracle application is

Oracle E- Business 98% availability averaged on a monthly
available outside of the Maintenance
Suite modules basis
Window during one day.

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 16. Service Level Reporting

AOT will supply JC with the following reports in the intervals indicated:

Responsible Recipient Interval Report Name

Managed Services representative of JC as Monthly Application Availability

Manager / SDM from time to time Report
appointed by JC

Incident Manager representative of JC as Per case Application Incident

from time to time Report
appointed by JC

17. Problem Severity Definitions & Response Times:

In support of services outlined in this Agreement, AOT will respond to service related incidents and/or
requests submitted by JC within the following timeframes:
 Immediate (during JC Business Hours), at the latest within 1 hour from JC’s request, for issues
classified as Severity 1 Errors (as such term is defined in Appendix C attached hereto);
 2 hours. (during JC Business Hours) for issues classified as Severity 2 Errors (as such term is defined
in Appendix C attached hereto);
 Two (2) working days (during JC Business Hours) for issues classified as Severity 3 Errors (as such
term is defined in Appendix C attached hereto);
 Three (3) days (during JC Business Hours) for a general service request.

Please refer to Appendix C for details on escalation policy and escalation matrix.

Notes:

 Response time is the time for acknowledging back receiving the call and investigation time.

18. Termination

This Agreement, and any Exhibit referencing this Agreement, may be terminated as follows:
i) If AOT without valid reasons fails to sustain the agreed service metrics for more than 6
consecutive weeks or over 32 weeks commencing as from the Effective day and failed to show
reasonable effort of remedy to the situation.
ii) If a receiver is appointed to AOT, an assignee is appointed for the benefit of creditors of AOT,
or in the event of AOT insolvency or bankruptcy.
iii) If JC fails to pay any due amounts by the virtue of this agreement to AOT at the maturity date,
and fails to cure such breach within 30 business days after receiving written notice from AOT,
then AOT may immediately and without further notice terminate this Agreement and declare all

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 sums due, and to become due hereunder, immediately payable. In case that this Agreement is
terminated pursuant to Clauses 19 (iii), AOT shall be entitled to receive the compensation
provided for under Clause 26 hereof.

19. Termination by JC

If any of the following occurs:

i. AOT fails to sustain the agreed service metrics as provided for in Clause 14 hereof for more than
4 consecutive weeks (meaning that the service metrics are not sustained during each day of the
period) at any time after stabilization period (service stabilization period – 90 days from date of
going live of the production platform).;
ii. a receiver is appointed for AOT, an assignee is appointed for the benefit of creditors of AOT, or
in the event of AOT’s insolvency or bankruptcy;
iii. AOT breaches any representations or warranties given to JC;
iv. AOT breaches any term of this Agreement so as to deprive JC of substantial benefit of this
Agreement; or a Downtime occurs with respect to any of the core modules of the (Oracle E-
Business Suite) application , more than 4 times per any given calendar month, each of at least
60 minutes during JC Business Hours, resulting in the failure of AOT to perform its obligations
hereunder JC shall have right to terminate this Agreement forthwith by serving a written notice
upon AOT, with the termination taking effect as of the delivery to AOT of such notice.

20. Rights and Obligations Accrued before Termination

Upon termination of this Agreement for any other reason whatsoever, all rights and obligations shall cease
to exist, except for: (i) any rights of any Party to claim damages from the other Party as result of breach
of this Agreement; (ii) right to claim any sums where such right arises prior to the date of termination; (iii)
other rights and obligations hereunder which on their proper construction should be so excepted from the
termination.

21. Periodic review and agreement terms:

Regular reporting will be provided from AOT on available metrics related to target performance. These
reports are expected to be produced by “AOT” Service Delivery Department - SDM, which will detail
ticket management performance against SLA targets.

 Terms of the Agreement

This Agreement shall come into effect on the Effective Date as defined on the cover page hereof and
shall remain in effect for 12 months following, and including, the Effective Date.

 Mutual Discharge

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 The Parties may terminate this Agreement at any time by agreement on mutual discharge of obligations
hereunder made in writing and signed by both Parties with effect as of date stated in any such
document.

 Periodic Reviews
The relevant Business Relationship Manager of AOT shall be responsible for facilitating regular reviews
of this Agreement and/or the services provided hereunder, if necessary. The review will cover, at a
minimum, services provided, service levels and procedures. Any agreement between the Parties
reached as part of such reviews may thereafter be implemented by amendment.

22. Investment Estimate and service cost

A. The following pricing arrangements shall be valid during the initial period of this Agreement:

1. JC shall pay to AOT a Monthly lump sum of SAR (……….) Saudi Riyal for the Services provided
herein.
2. Payment for additional optional Services are according to the following table (If Any) :

SAR
Item

On-site support engineer for 1 year duration

23. AOT Indemnity

AOT shall indemnify JC from and against any loss, damage, liability or expense (including, but not limited
to reasonable attorney's fees) incurred by or awarded against JC, to the extent that it is based upon a
claim by a third party relating to (i) infringement of any intellectual property rights relating to the
applications listed under Clause 6 hereof (ii) infringement of any intellectual property rights relating to
any such other software used by AOT for provision of Services to JC; (iii) infringement by AOT of any
other intellectual property rights (including, without limitation patents, designs and trademarks, whether
registered or not); (iv) misappropriation of any trade secrets by AOT; and/or (v) breach by AOT of any
terms of this Agreement.
AOT’s obligations to JC under this Clause shall only be valid provided that JC: (i) promptly notifies AOT
in writing of any such claim; (ii) grants to AOT sole control of the defense and settlement of the claim,
provided that AOT will not settle a pending matter without first consulting JC; (iii) provides AOT with all
assistance, information and authority required for the defense and settlement of any such claim.
However, AOT shall not be liable in contract, tort or otherwise for loss whether direct or indirect of profit,
business or anticipated savings or investment or for indirect or consequential loss, damages or
whatsoever.

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24. Exclusions

AOT will have no indemnification obligation for any claim of infringement or misappropriation to the extent
that it results in whole or part from: (i) modification to any software listed under Clause 6 or any other
software used by AOT to provide the Services to JC made by a party other than AOT, its licensor or other
party that makes any such modification upon instruction of AOT; (ii) failure of JC to use software or
hardware provided by AOT or its licensors to avoid a claim of infringement or misappropriation; (iii)
combination of any software listed under Clause 6 or any other software used by AOT to provide the
Services to JC with other products, processes or materials to the extent that such claim would have been
avoided without such combination; or (iv) compliance by AOT with an explicit instruction of JC.

25. JC Indemnity

JC will indemnify AOT from and against any direct loss, damage, liability or expense (including, but not
limited to reasonable attorney's fees but excluding any consequential damages) incurred by or awarded
against AOT relating to infringement of any intellectual property rights caused by JC, misappropriation of
any trade secrets by JC and/or breach by JC of any terms of this Agreement, unless JC has acted in
compliance with an explicit instruction of AOT.

JC’s obligations to AOT under this Clause shall only be valid provided that AOT: (i) promptly notifies JC
in writing of any such claim; (ii) grants to JC sole control of the defense and settlement of the claim,
provided that JC will not settle a pending matter without first consulting AOT; (iii) provides JC with all
assistance, information and authority required for the defense and settlement of any such claim.

26. Warranties:

B. Mutual Warranty

Each party warrants to the other that it has the right and authority to enter into, and to grant the
rights and perform the obligations described in, this Agreement.

C. Limited Warranty

Each party will perform its obligations hereunder in a good and workmanlike manner. The sole
remedy and exclusive liability for breach of this warranty shall be re-performance of the
breaching party's obligations.

D. Exclusive Warranty

The above warranty is exclusive. AOT makes no other warranty of any kind, whether written or
oral, express, implied, statutory, or otherwise relating to the terms of the software, or any
materials or services furnished or provided to JC under this Agreement.

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 E. Infringement Warranty

AOT will not infringe any third party rights in performing the Services under this Agreement.

F. Other Agreements

AOT is not violating any other agreement by performing the Services under this Agreement.

27. Confidentiality and non-disclosure:

 Definition of confidential information

(i) Any and all information disclosed by either Party to the other that is marked "confidential" or
"proprietary”; (ii) any data provided by JC to AOT; (iii) any data of JC stored at the relevant IT
systems of AOT ; and/or (iv) information relating to pricing, terms of this Agreement, contents of
attachments hereto, exhibits hereto and any other information relating to this Agreement (the
information listed under points (i) through (iv) hereinafter as the “Confidential Information”), shall
not be disclosed to any third parties.

The term “Confidential Information" excludes any information that the receiving party can
demonstrate is: (i) rightfully known prior to disclosure; (ii) rightfully obtained from a third party
authorized to make such a disclosure, without breach of the terms and conditions of this
Agreement; (iii) independently developed by the receiving party as demonstrated by
contemporaneous documents; (iv) available to the public without restrictions; (v) approved for
disclosure with the prior written approval of the disclosing party; or (vi) disclosed pursuant to a
court order or as otherwise required by law, provided that the party required to disclose the
information provides prompt advance notice to enable the other party to seek a protective order
or otherwise prevent such disclosure.

 Degree of care
Recipient shall use the same degree of care, but no less than a reasonable degree of care, to
prevent unauthorized use, dissemination or publication of the Confidential Information as the
recipient of such Confidential Information uses to protect its own confidential information of a like
nature.

 Guarantee of non-disclosure:
A. AOT, its employees, its subcontractors, and its agents shall treat as confidential and keep secret
(JC)’s confidential information learned during providing the Services to (JC) AOT will not disclose
any of (JC) ’s confidential information to any third party except to the extent required to perform the
services and in such event AOT will obtain (JC) ’s written approval prior to disclosing any
confidential information for the purposes of this clause shall include all (JC)’s information learned

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 by AOT during providing the Services or during negotiating this agreement. The provisions of this
clause shall survive the termination or expiration of this interim supporting Agreement.

B. AOT shall procure that any third party (including without limitation any officers, employees, agents
or sub-contractors of AOT) to whom any confidential information is divulged shall enter into a
confidentiality undertaking on similar terms hereto.

28. Dispute Resolution

 Amicable Settlement :

The Parties agree that in the event that there is any dispute or difference between them arising out of
this Agreement or in the interpretation of any of the provisions hereof, either Party shall serve upon
the other Party a notice containing details of their position. After the delivery of the first such notice to
the other Party, the Parties shall have 30 calendar days (the “Amicable Settlement Period”) within
which they shall endeavor to meet together in an effort to resolve such dispute by discussion between
them but, failing such resolution, the Legal representatives of the shareholders of JC and the CEO
of AOT shall meet to resolve such dispute or difference and the joint decision of them shall be made
in writing and shall be binding upon the Parties.

In the event that a settlement of any such dispute or difference is not reached pursuant to this Clause
within the Amicable Settlement Period, then the provisions of following Clause shall apply.
 Arbitration:

All disputes arising from or related to this Agreement shall be finally settled in accordance with the
Rules of Arbitration applicable in the Kingdom of Saudi Arabia. The arbitration proceedings shall take
place in Riyadh.
 Jurisdiction

Any disputes between the Parties arising under or in connection with this Agreement shall be finally
settled by the courts of Saudi Arabia and, subject to any mandatory provisions of the relevant law, no
other court or tribunal shall have jurisdiction to adjudicate on any matter under this Agreement or in
connection therewith.

29. FORCE MAJEURE

 Effect of Force Majeure

A Party, provided that it has complied with the provisions of this agreement thereof, shall not be in
breach of this Agreement, nor liable for any failure or delay in performance of any obligations under
this Agreement (the time for performance of the obligations shall be extended accordingly) arising
from or attributable to acts, events, omissions or accidents beyond its reasonable control (the “Force
Majeure Event”), including but not limited to any of the following:

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 a) Acts of God, including but not limited to flood, earthquake, windstorm or other natural disaster;
b) epidemic or pandemic;
c) war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo,
breaking off of diplomatic relations or similar actions;
d) terrorist attack, civil war, civil commotion or riots;
e) nuclear, chemical or biological contamination or sonic boom;
f) compliance with any law or governmental order, rule, regulation or direction, or any action
taken by a governmental or public authority, including but not limited to imposing an embargo,
export or import restriction, quota or other restriction or prohibition, or failing to grant a
necessary license or consent;
g) fire, explosion or accidental damage (other than in each case, one caused by a breach of
contract by, or assistance of, the Party concerned or its personnel);
h) interruption or failure of utility service exceeding seven calendar days, including but not limited
to electric power, gas or water; and
i) Collapse of building structures;

but excluding any non-performance by suppliers or subcontractors of either Party, and/or interruption
or failure of utility service not exceeding three calendar days, including but not limited to electric power,
gas or water and also excluding any event and/or situation which can be resolved by utilization of the
Disaster Recovery systems.
 Suspension of Corresponding Obligations

The corresponding obligations of the other Party will be suspended to the same extent as those of
the Party first affected by the Force Majeure Event.
 Pre-conditions of Relief

Any Party that is subject to a Force Majeure Event shall not be in breach of this Agreement provided
that:
a) it promptly notifies the other Party in writing of the nature and extent of the Force Majeure Event
causing its failure or delay in performance;
b) it could not have avoided the effect of the Force Majeure Event by taking precautions which,
having regard to all the matters known to it before the Force Majeure Event, it ought reasonably
to have taken, but did not; and
c) it has used all endeavors to mitigate the effect of the Force Majeure Event, to carry out its
obligations under this Agreement in any way that is reasonably practicable and to resume the
performance of its obligations as soon as reasonably possible.

 Termination
If the Force Majeure Event prevails for a continuous period of more than one month, any Party may
terminate this Agreement by giving seven days’ written notice to the other Party. On the expiry of this

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 notice period, this Agreement will terminate.

In any event the term of this Agreement shall under no circumstances be extended due to occurrence of
any Force Majeure Event, unless the Parties agree otherwise in writing.

 Duration of Agreement
The duration of this supporting Agreement is twelve (12) months.

 Deliverables
Deliverables shall be provided on monthly basis. (JC) will have full ownership for all deliverables,
documents, diagrams, computer programs and any material produced by AOT for (JC) under this interim
supporting agreement.

 Service Term
a) Service Term

The term of this agreement is 12 months commence as from Effective Date.

 Notices
All notices which are required to be given here under shall be in writing and shall be sent to the
address of the recipient set out in this interim Support Agreement or such other address in Saudi
Arabia or the recipient may designate by notice given in accordance with the provisions of this
clause. Any such notice may be delivered personally or by registered post, telex or facsimile
transmission and shall be deemed to have been served if by hand when delivered, if by registered
mail 48 hours after posting and if telex or facsimile transmission when dispatched.

 Governing Law
A. This supporting Agreement shall be governed by and construed in accordance with the laws of the
Kingdom of Saudi Arabia.

B. Saudi Arabia courts shall determine any dispute, which may arise between the parties concerning
this Agreement, and the parties hereby submit to the exclusive jurisdiction of Saudi Arabia courts
for such purpose.

IN WITNESS WHEREOF, this supporting Agreement has been executed by the parties on the day and year
first before written.

Signed by

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Duly authorized for and on behalf of

Signed on behalf of (JC) Signed on behalf of the AOT

Name: …………… Name: …………………………

Designation: …………… Designation: …………………

Date: …………………... Date: …………………

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Appendix A: Definitions
The following terms, when capitalized, will have the following meaning when used in this Agreement:

Licensed Software: Proprietary (Oracle E-Business Suite), and any software in object code form only.

AOT Services: Remote access of the Licensed Software for purposes of conducting business to the
extent provided by the standard functionality of (Oracle E-Business Suite) application.

AOT Support Services: AOT's current Support Services to be provided by AOT to JC.

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Appendix B: Service Description
# Service Service Definition Service Constituents

Oracle E-Business suite  Deploy highly available Oracle E-Business

modules (Financial Suite environments, highly scalable solution
Modules, Procurement for securely running both applications and
1.1 -
Modules, HR Modules) database, tested, tuned, and documented
Software Operation & best practices for a broad range of Oracle E-
Administration. Business Suite.

- Assist with database designs based on

project requirements
Database Planning and Advisory services for internal planning related to - Assist project teams with Entity relationship Diagrams
2.1
Advisory Services logical and physical database design projects. (ERD)
- Assist development team(s) with database design and
performance planning

- Installation of database disk hardware

- Installation of database server software
Database hardware and software installation, - Assist with data migration and integrity activities
Database Installation and configuration and data access testing for - Integrate backup and recovery processes into the
2.2
Configuration database instances serving approved IT business continuity plan
applications. - Consult with business on needs related to database
technologies
- Implement standard DR, backup and recovery services
 - Patch and upgrade management services
Database Maintenance and Maintenance and support of databases and - User account administration (database tier only)
2.3
Support related data components. - Change Management for database related entities
- Second tier database support and incident remediation

Database Backup Management services include - Management of database backup hardware and software
Database Backup and
2.4 onsite/offsite storage of data and management - Daily, weekly, monthly and annual data backup services
Recovery
of media. - Partial/full data/database instance restoration.

Performance Management includes monitoring - Automated monitoring of database services and

Database Performance and notification of the database environment to thresholds
2.5
Management ensure maximum availability and adequate - Automated reporting of database anomalies
capacity.

Oracle Application server

3.1 -
Management

- Data that has been saved at the facility will be restored

Data Restoration Restore data from backup media.
5.5 under procedures specified by AOT and accepted by JC

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Appendix C: Support Services Escalation Procedure

Purpose:

To clarify the escalation process in order to provide a professional service support at the agreed &
expected levels, and for the effectiveness of escalation & communication process.

Process:

1. The escalation duration of ordinary or escalated issues / requests should be calculated at the relevant
times during the normal agreed business hours in the formal SLA.
2. The term “duration” is describing the time since raising the issue/request till the 1st response of AOT
side.
3. It is obvious to say that “Unauthorized” or “unreal” escalation will not accelerate the request execution.
4. The escalation to the higher managerial levels ( 1st& 2nd points of escalation ) are responsible for the
whole service management &delivery and the agreed service levels, and it is recommended to be
initiated directly by phone specially if there is no immediate reply by e-mail , as the higher escalation
points could be reached only by phone after 05.00 pm KSA timing.
5. The Business Relationship Management contact points will be contacted in case of any contractual
affairs such as any change in contract conditions , issues or changes related to the general service
agreement, new services or major changes in main service elements or any issues related to service
subcontractors.
6. The severity index of the “incidents / Outages / disruption/ requests based on the agreed SLA are as
below :

Severity Response duration

Severity type
Levels (during JC Business Hours)

- Major business interruption Immediate within 60 minutes after the

Severity 1 receiving JC notification.
- Major fault causing serious service disruption

- Degraded performance / performance delay / 2 hours

partial disruption in service components

Severity 2 - Medium level issues

- Urgent / critical user requests that could

directly affects service performance

- Minor issues 2 working days

- minor incidents
Severity 3

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 - medium level requests such as queries, patch
release, performance enhancement and
concerns

Ordinary general user requests or any other 3 working days

Severity 4
issues

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Escalation Matrix:

Service Delivery / Service Level Management

Contact point Role Name e-mail Tel / Mobile No.

1st point of contact:

- Receiving and handling JC calls / e-

Service Desk Team Mohamed Gomaa [email protected] Mobile: +201004253365
mails/ tickets

1st escalation level: Mobile : (+2)01144445614

- Take a proper decisions in a higher level
[email protected] (+2)01142426399
and coordinate with operations to settle Mohamed Samir
ERP Apps support Manager [email protected] (+966)564077511
all issues / tickets
Skype: mohamed.samir.tolba

2nd escalation point: - Receive the escalated issues / tickets

[email protected] Mobile : 0548803821
Quality Manager & Mgt - Push to settle actions ASAP Ahmed Saad El-Din
[email protected] Skype: Asaad_AOT
representative - Escalate to Management when required

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Business Relationship and Management Call escalation Matrix.

JC Relationship Management
Contact point Name e-mail Tel / Mobile No.

Account Manager Fathi Aouf [email protected] +966506440314

Bid Manager Mohamed Abbas [email protected] +966557238428

Top Management

Chief Executive Officer (CEO) Amr Boheiry [email protected] +966505259757

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