Date: [ ]

[ ]

AND

[ ]

JOINT DEVELOPEMENT AGREEMENT

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Content Page no.
1 Interpretation 3
2 Effective Date and Duration 4
3 Joint Development Arrangement 4
4 Development Services 5
5 The Business Plan & Budget 6
6 Procurement And Contracting 7
7 Landowner Duties 7
8 Parties Contribution 8
9 Developer Financing 8
10 Parties Entitlements 9
11 Handover 10
12 Defects Liability Period 10
13 Warranties, Covenants And Undertakings 11
14 Good Faith 13
15 Default & Termination 13
16 Consequences of Default 14
17 Consequences of Termination 14
18 Announcements 14
19 Confidentiality 14
20 Intellectual Property 15
21 Cost & Service Charges 15
22 General 16
23 Assignment 17
24 Transfer Of Shares 17
25 Entire Agreement 17
26 No Partnership or Agency 17
27 Notices 17
28 Counterparts 18
29 Governing Law & Jurisdiction 18
30 Disputes 18
Schedule 1 Definitions and Interpretation
Schedule 2 Business Plan & Budget
Schedule 3 Development Services
Schedule 4 RERA Develoopment Agreement Template
Schedule 5 Title Deed with Affection Plan of the Plot

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JOINT DEVELOPMENT AGREEMENT

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THIS JOINT DEVELOPMENT AGREEMENT (“Agreement”) shall be effective as from [ ]
(the "Signature Date"),

BETWEEN:

1 [], an offshore company incorporated in Jebel Ali Free Zone Authority with registration
number [ ], Dubai, UAE, with its address at [ ], fax number [ ] and email [
] (which expression shall, unless repugnant to the context or meaning thereof, mean and
include its successors and permitted assigns, hereinafter referred to as “Landowner”); and

2 [], a company organised and existing under the laws of Dubai, under license number [ ],
United Arab Emirates, with its address at , [ ] fax number [ ]] and email [ ]
(which expression shall, unless repugnant to the context or meaning thereof, mean and include
its successors and permitted assigns, hereinafter referred to as “Developer”),

Landowner and Developer are hereinafter individually referred to as “Party” and collectively
referred to as “Parties”).

RECITALS:

A Landowner is the owner of the Plots.

B Developer has experience and skill in developing, managing and marketing real estate projects
in Dubai, UAE similar to the Development for the purpose of selling Units to third party
purchasers. The Parties have expressed their intention to: (i) form an unincorporated joint
development arrangement relating to the construction of the Development on the Plot; and (ii)
enter into this Agreement.

C The Parties now wish to enter this Agreement to govern (amongst other matters) the following
principle terms of the joint development arrangement: (i) Landowner appointing Developer to
perform the Development Services and its obligations under this Agreement; (ii) Landowner
appointing Developer as the registered developer of the Development; (iii) Parties
Contributions; and (iv) the Parties Entitlement.

D The Parties have agreed to enter into this Agreement for the purpose of recording their
understanding as to the manner in which the Parties shall give effect to this Agreement, and to
define their mutual rights and obligations and set out terms and conditions governing the
Parties, including the construction, conduct and delivery of the Development.

IT IS AGREED as follows:

1 1Definitions &Interpretation

1.1 In this Agreement, unless contrary to the meaning or context thereof, the capitalized words and
terms shall have the meanings set forth in Schedule 1.

1.2 References to Clauses or Schedules are references to clauses or schedules in this Agreement.
The following Schedules form an integral part of this Agreement and shall have effect as if set
out in full in the body of this Agreement, and any reference to this Agreement includes the
Schedules:

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 Schedules:

Schedule 1: Definition & Interpretation

Schedule 2: Business Plan & Budget

Schedule 3: Development Services

Schedule 4: RERA Development Agreement Template

Schedule 5: Title Deed & Affection Plan

2 EFFECTIVE DATE& DURATION

2.1 This Agreement shall commence on the Signature Date and continue in full force and effect,
unless terminated earlier in accordance with terms herein.

2.2 This Agreement supersedes all previous discussion, arrangements, and agreements between the
Parties in respect of the Plots and Developments. Subject to the execution of this Agreement,
any initial preparations or commitments made by the Parties in relation to the Developments
before or after the Effective Date shall be continued as part of the obligations envisaged under
this Agreement and any such actual prior costs incurred and obligations performed shall be
dealt with as if the same was incurred/performed after the Effective Date, always subject to
such prior costs and obligations / commitments being agreed mutually in writing by the Parties.

2.3 It is expressly agreed between Landowner and Developer that this Agreement is solely for the
Developments on and in respect of the Plots, unless the Parties otherwise agree in writing.

2.4 If the Conditions Precedent as envisaged in clause 8.2 are not satisfied on or prior to the
Effective Date, either Party may terminate this Agreement following the Effective Date upon
giving immediate written notice to the other Party. Such termination shall be without any
liability (so that no Party shall have any claim against the other for costs, damages,
compensation or otherwise) except for any actual costs incurred by any Party in accordance
with clause 2.2 above and/or as per the applicable law. Upon termination under this clause 2.4,
the Parties shall revert to their pre-contractual position and shall undertake all such actions to
effect this, and where applicable the Developer shall, at its cost, execute all documents required
by the Landowner to remove the Developer from the Developments and Plots in the records of
the Relevant Authority.

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3 JOINT DEVELOPMENT ARRANGEMENT

3.1 The overriding purpose and objective of the joint development arrangement between the Parties
herein is the construction and delivery of each Developments on the respective Plots , to create
an integrated residential development, and which shall be comprised of:

(a) residential and/or retail Units, in accordance with the Permitted Use of the Plots;

(b) Development Facilities, including gym, pool and other common amenities; and

(c) any other commercial, residential, retail and mixed used components as may be agreed
in writing by Landowner and Developer, and as approved by the Relevant Authorities.

3.2 Each Development shall be constructed in accordance with the respective Business Plan and
Budget applicable to it as set out in Schedule 2 or as finalised in accordance with clause 7.2
along with required Approvals, and the Developer shall, at its cost, progress each Development
in the following manner:

PLOTS & CONSTRUCTION START CONSTRUCTION CONSTRUCTION

DEVELOPMENTS DATE COMPLETION DATE COMPLETION
EXTENDED DATE
[ On expiry of six (6) months 30 months from the 06 months from the
Development from the Effective Date Commencement Date Completion Date
(Commencement Date) (Completion Date)

(a) Finalisation and approval of Detailed Designs and issuance of Building Permit shall be
on or within four (04) months from the respective Commencement Date for each
Development as set out in the above table ;

(b) Initiation and commencement of Construction Works shall be on or within three (03)
months from the respective Commencement Date for each Development as set out in
the above table ; and

(c) Construction Completion shall occur on or before the respective Construction

Completion Date or at the latest by the respective Construction Completion Extended
Date (or such other date as the Parties may agree in writing) for each Development as
set out in the above table.).

3.3 Subject as otherwise required by Applicable Law or by this Agreement, the Developments shall
be constructed and delivered by the Developer in such a way as to maximise profits for the
Parties to the extent consistent with good business practice.

4 DEVELOPMENT SERVICES

4.1 The Parties hereby acknowledge and agree that the development management of the Project
shall be solely vested on the Developer in accordance with this Agreement, RERA DMA and
the Development Services.

4.2 Subject to clause 8.2, in order to enable the Developer to perform the Development Services,
the Parties shall on or prior to the expiry of the Effective Date, execute the RERA DMA. For

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 the avoidance of doubt, the RERA DMA is intended for registration purposes only and does not
detail the commercial arrangements agreed between the Parties, including the exact nature of
the Development Services to be performed by Developer. In the event of any contradiction
between the provisions of this Agreement and the RERA DMA, the Parties hereby expressly
agree that the provisions of this Agreement shall prevail over the terms of the RERA DMA,
unless Applicable Law stipulates to the contrary.

4.3 In performing the Development Services and its obligations under this Agreement, Developer
shall in its name and at its cost:

4.3.1 Novate (where applicable), appoint and manage the Architectural, Engineering,
Design or any other Specialist Consultants (the “Consultants”) for the design of the
Development;

4.3.2 appoint and manage Contractors, Sub-Contractors, Consultants, Vendors, Suppliers

and utility service providers as required for the Project (the “Service Providers”) by
executing necessary contracts, agreements, tenders, forms and any other documents
with such Service Providers (the “Construction Documents”) and Development
Management Documents;

4.3.3 market and sell off plan Units, except Landowner Units, by itself or through
appointed brokers, free-lancers or through its Affiliates (the “Agents”) by preparing
and executing reservation agreements, sale and purchase agreements, brokerage
agreements or any other form of agreements (the “Sale Documents”). For avoidance
of doubt the Developer shall not be entitled to undertake any sale of Units, without
the prior written approval of RERA. Further the Developer shall not sell any Units
(nor enter into any similar arrangement) below a price of AED [ * ] (UAE Dirhams
[ * ]) per square foot on the net Sellable Area of the Unit (excluding balcony) and/or
on a post completion payment plan unless necessitated for the betterment of the
Development and with prior written consent of the Landowner;

4.3.4 manage and execute the Construction Documents, Development Management

Documents and Sales Documents and settle all payments to the Service Providers and
Agents from self-financing including the Escrow Account. Developer acknowledges
and agrees that Development Management Documents and Construction Documents
and Sales Documents entered with the Service Providers and, Consultants, Sales
Documents (including sale of Units) shall be on an arm’s length basis and in
accordance with commercially competitive tender processes;

4.3.5 submit all the plans and details of Units for the Oqood registration and manage the
pre-registration and final registration of the Units at Dubai Land Department;

4.3.6 open and operate any bank accounts including appointment of Escrow Agents and
operation of Escrow Account for each of the Developments and withdrawal of any
amount from the Escrow Accounts with respect to the Developments, always in
accordance with the written consent of RERA and the Applicable Laws.

4.3.7 handing over the completed Units to the end users (and to the Landowner in respect
of the Landowner Units, where applicable) and enter into any supply agreements with

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 Facility Management company, Development Manager or service providers including
owners association for the proper management of the Development once Construction
Completion occurs;

4.3.8 use proper skill and care and, in all material respects, perform in accordance with the
standard of a Reasonable and Prudent Developer and Applicable Law;

4.3.9 ensure that each Development is constructed in accordance with approved Detailed
Designs, GFA Maximum, Applicable Law, subject to any amendments which are
agreed in writing by the Landowner and the Developer;

4.3.10 ensure that the Developer's personnel, advisers, appointed Consultants, Service
Providers and the Contractor are appropriately licensed, employed, experienced,
trained and skilled to undertake and perform the Development Services and undertake
the Construction Works; and

4.3.11 always act in good faith on behalf of Landowner and have due regard and diligence
for and represent the best interests of each Development.

4.4 Developer is responsible, at its cost, for obtaining all information, documents, Approvals and
other particulars necessary in order to perform the Development Services in accordance with
this Agreement. Landowner shall deliver, or provide details of any such information,
documents or particulars as reasonably necessary to Developer upon request.

4.5 Landowner shall or procure the New SPV Company, at the cost of the Developer, do all
reasonable endeavours to assist the Developer in obtaining any such Approvals and
appointments, including issuance of any no objection certificates, execution of power of
attorneys, any resolutions of the landowning company in favour of the representatives of
Developer and any other letters to the Master Developer or the concerned authorities.

4.6 The Parties agree that the Development shall be developed as an "[ ]" branded development
during the validity of this Agreement, without any fee or consideration payable by the
Landowner for such branding.

4.7 The Developer shall monitor the relevant market, economic, legal, political and/or commercial
factors applicable to the Project and regularly update the Landowner on the same on a quarterly
basis.

5 THE BUSINESS PLAN AND BUDGET

5.1 On or prior to the Effective Date the Parties shall act on a good faith basis to finalise the
Business Plan and Budget in respect of each Development to be reflective of the terms of clause
5.2. Following finalization of the Business Plan and Budget, then in the event of any material
variation of the Business Plan and Budget, the Parties subject to mutually written agreed terms,
shall recommend and shall adopt such revised business plan and the Budget.

5.2 The Business Plan and Budget outline the financing and operating policies in relation to the
development, management, administration and operation of the Development, including
organizational objectives, strategy, projected cash flow, Developer management fee and
financing requirements. The Business Plan and Budget also include amongst other things:

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 5.2.1 key construction milestones in respect of the progress of the Construction Works;

5.2.2 the projected Development Costs, including costs relating to design, construction,
Infrastructure, equipment& plant, man-power, both within and outside of the Plot
boundary (in so far as they relate to and/or service each Development);

5.2.3 funding and working capital requirements;

5.2.4 list of administrative and technical staff and estimated costs associated with their
engagement; and

5.2.5 the principle terms and conditions for the operations and management of each
Development.

5.3 Developer shall maintain the Budget for each Development which shall include:

5.3.1 estimates of capital expenditure;

5.3.2 an estimate of working capital requirements and

5.3.3 an operating budget.

5.4 Developer shall maintain accurate and complete accounting and other financial records and
shall provide reports to Landowner regarding the accounts and progress of the Developments
on quarterly basis. The records shall cover all collections and disbursements for the
Development Costs (including those from the escrow account) and revenues and the
Landowner shall also have the right to inspect, audit, and copy the records upon two (2) days
prior notice to the Developer.

5.4 The Business Plan shall be the reference documents for the purposes of this Agreement and the
Parties shall not without mutual written consent deviate at any time from the Business Plan
subject to clause 5.1 above.

6 PROCUREMENT AND CONTRACTING

6.1 Landowner hereby authorises Developer, at the Developer’s cost, to select, appoint, oversee
and manage the procurement process of the Service Providers, Agents, Architectural,
Engineering, Design or any other Specialist Consultants and any third parties as may be
necessary in relation to the design and construction of the Development and for Developer to
perform the Development Services, all in accordance with the standard of a Reasonable and
Prudent Developer and Applicable Laws.

6.2 Further the Landowner hereby authorises Developer to execute the Construction Documents,
Development Management Documents and Sales Documents for undertaking the Construction
Works and Development Services. For the avoidance of doubt, once the Construction
Documents, Development Management Documents and Sales Documents have been executed,
the Developer may not materially amend or vary such Construction Documents, Development
Management Documents and Sales Documents. For further avoidance of doubt, the Developer
acknowledges and agrees the intention is that it shall be the employer or contracting party in all
contracts for the development and construction of the Development and sale of Units for the

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 purposes of UAE law and the Developer shall keep the Landowner fully indemnified and held
harmless in respect of any claim made by any party to such agreements against the Landowner.
Notwithstanding the above, the Developer shall ensure that all Construction Documents,
Development Management Documents and Sales Documents contains provisions for assigning
the rights and obligations of the Developer to any third party or to any party nominated by the
Landowner without the need or consent from the counter party with whom such Construction
Documents, Development Management Documents and Sales Documents are entered into.

6.3 The Developer shall ensure that the Contractor(s), Service Providers and Consultants shall
maintain sufficient insurance policies in relation to the Development including All Risks
insurance, Professional Indemnity Insurance and General Liability Insurance (as is customary
in Dubai and in accordance with the standards of a Reasonable and Prudent Developer) so as to
comply with the risk management strategy determined by the Developer and as may be required
under Applicable Laws.

6.4 The Developer shall keep the Landowner indemnified against all expenses, costs, claims,
damages and losses (whether to any property, the Property or any person) in each case actually
suffered or incurred, arising from any breach of any covenants and/or Developer obligations in
this Agreement, and/or breach of any development guidelines and/or regulations imposed by
the Master Developer (including but not limited to breach of any development obligations
under the Plot sale and purchase agreement between the Seller and Master Developer due to the
acts or omission of the Developer following the Signature Date), and/or any negligent act or
omission by the Developer, or its workers, contractors or agents or any other person on the
Development with the actual or implied authority of the Developer.

6.5 The Detailed Designs, which shall be substantially based on the concept design identified in the
Business Plan, shall be sent to the Landowner upon finalization and once the Detailed Designs
have been submitted to the relevant authorities, the Developer may not materially amend or
vary such Detailed Designs unless required for the betterment of the Development and/or due
to the requirement of the Relevant Authority.

6.6 The Developer shall ensure the Contractor(s) and Consultants carry out the Construction Works
in accordance with the Construction Documents.

7 LANDOWNER DUTIES

7.1 Landowner shall ensure that it complies with the general principles outlined in this Agreement
and do anything reasonably required by Developer to facilitate the construction of the each
Developments immediately on expiry of the Effective Date , including:

7.1.1 executing the RERA DMA, together with signing any other documents and/or
undertaking any other actions necessary in order to appoint Developer as the
registered developer of each Development;

7.1.2 signing all reasonable and relevant documents, including the provision of any
necessary no objection certificates required to perform any aspect of the Development
Services (subject to Developer complying with its respective obligations and the
provisions of the Applicable Law and development guidelines);

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 7.1.3 granting access to the Plot to Developer, Project Manager, Contractor, Consultants or
any other person involved in the Development, in accordance with this Agreement,

7.1.4 issue necessary power of attorney (as deemed necessary by the Landowner, acting
reasonably) or resolutions by the Landowner or procure the same to be issued by the
New SPV Company (as defined below) in favour of the Developer and/or to its
nominated associate (if necessary to more than 2 persons) granting powers to
exercise, sign, submit, collect and to do all other necessary actions in respect of the
Developments or Plots with the Master Developer, Relevant Authority or with any
third party vendors, suppliers or service or utility providers; and

7.1.5 Landowner shall not materially impede Developer and/or its representatives in
carrying out the Developments in accordance with this Agreement, unless as a result
of the negligent act or omission of the Developer or breach by the Developer of its
obligations herein.

8 PARTIES’ CONTRIBUTIONS

8.1 The Parties agree and acknowledge that their respective contribution in relation to the each
Development will be:

8.1.1 Landowner shall contribute or procure to contribute each Plot valued on the basis of
the calculations arrived as set out in the Business Plan and Budget, for its
participation under this Agreement (the “Landowner Contribution”); and

8.1.2 On completion of the Landowner Contribution, the Developer shall contribute the
Development Cost during the progress of the construction of the Development, on
the basis of the calculations arrived as set out in the Business Plan and Budget
attached as Schedule 2 for its participation under this Agreement (the “Developer
Contribution”).

8.2 For avoidance of doubt, the following ‘Condition Precedents’ shall be fulfilled by the Parties as
follows:

8.2.1 The Landowner shall within the Effective Date or such other extended date as
mutually agreed by writing, on its cost shall transfer the title of the Plots to a Jebel
Ali Free Zone offshore company to be incorporated with the Landowner or his
nominee having full ownership (the “New SPV Company”);

8.2.2 The Parties shall and procure to execute the RERA DMA and register the same with
Dubai Land Department. Any registration fee payable at Dubai Land Department for
registering RERA DMA and appointing Developer for the Development which is
presently calculated as four percent (4%) of the Plot value (as may be varied or
amended from time to time by the concerned authorities) shall be contributed by the
Parties equally. Any bank guarantee or other fees required by RERA to permit any
off-plan sale of Units to third parties shall be arranged in full by the Developer;

8.2.3 The Parties agree to use their reasonable endeavours with Dubai Land Department to
obtain approval for the Developer to carry out the Developments exempting the
payment of registration fee as mentioned in clause 8.2.2 above, by transferring up to

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 a minimum percentage of ownership as required by Dubai Land Department with
respect to the Plot to the Developer. The option of such transfer as per this clause
shall only be invoked on mutual consent of the Parties at that point of time and any
charges with respect to the same shall be borne by the Developer; and

8.3 Landowner's financial exposure / liability and/or contribution towards the Development shall be
limited to the Landowner Contribution and the Landowner shall not be required to provide any
further funding / payment/ costs whatsoever other than as per clause 8.1.1 (whether by way of
equity or debt) towards the construction and delivery of the Development.

8.4 Any funding (excluding any instalment and/or profit payable thereon) received from any third
party investors, financiers or by any other mode towards the cost of the Development by the
Developer (excluding payments from Unit Purchasers) shall be deposited in the Escrow
Account and thereafter considered and treated as the Developer Contribution, subject to such
amount being properly and solely expensed towards the Development.

8.5 Subject to clause 9.2 below, Developer shall be entitled to raise the necessary funding required
to meet the Developer Contribution by any mode at its own cost, including Financing, provided
that the Developer shall not be entitled to Encumber the Plot and/or Landowner Units (or sell
the Landowner Units) or require Landowner to provide any collateral guarantees or securities.
Any shortfall in the Development Costs and any funds received from Financiers and /or Unit
Purchasers shall be borne by the Developer, to ensure the Development is completed within the
Construction Completion Extension Date.

9 DEVELOPER FINANCING

9.1 The Parties acknowledge and agree that Developer may be required to obtain finance from any
third party lenders as mutually agreed in writing by the Parties (acting reasonably) (the
“Financiers”) towards Developer Contribution or for any additional funding in relation to the
Development. In this respect, subject to Clause 9.2 below Landowner shall:

9.1.1 provide all reasonable and customary support, information and cooperation; and

9.1.2 consent (where reasonable, and without any liability on the Landowner and/or any
effect on the Landowner Units) to the entry into and performance of such
instruments, and provision by Developer, as may be reasonably required by the
Financiers under or in connection with the Financing and on such terms as the Parties
may agree in writing prior to obtaining such Financing.

9.2 Parties acknowledge and agree that:

9.2.1 no Financing shall be secured by Developer over the Plot (including the Landowner
Unit)and Landowner shall not have any obligation to provide any collateral
guarantees or securities or any other assurances over any of its assets including the
Plot (including the Landowner Units). For avoidance of doubt, Developer shall not
have the right to mortgage, charge or Encumber the Plot (including the Landowner
Units) in any means for deployment of any type of Financing or for any collateral
guarantees or securities. For further avoidance of doubt, the Developer shall only be
entitled to secure Financing on Units (other than the Landowner Units) following
completion of at least 50% of the Construction Works as verified by RERA.

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 9.2.2 all payments received from any such Financing shall be credited only to the Escrow
Account and any repayment obligations (including any profit or interest thereon)
towards any Financing shall be solely attributed to Developer and no encumbrances,
security or other liability shall be granted over the Plot or any Landowner Units for
non-repayment of any such Financing by Developer.

9.2.3 the Developer shall only use Financing for the construction of the Development only
and in this regard the Developer shall not at any time procure any Financing beyond
the amounts required to complete the Development in accordance with the Business
Plan.

9.2.4 The terms agreed between the Developer and Financiers and/or investor under clause
8.4 shall be personal to the Developer, and the Landowner shall not be liable to
satisfy nor perform any of the obligations of the Developer thereunder.

10 PARTIES’ ENTITLEMENTS

10.1 The Parties hereby agree that, in consideration for the proper performance of the Parties of their
respective obligations and duties in accordance with this Agreement and on approval of the
Development by RERA, they shall be at all times for each Development entitled to the
following subject to fulfilling their respective obligations as per this Agreement:

10.1.1 Developer shall be entitled to the Developer Entitlement; and

10.1.2 Landowner shall be entitled to the Landowner Entitlement.

For avoidance of doubt, the Developer shall materialise its Entitlement only on completion of
the Development whereas the Landowner shall be entitled to register Landowner Units with
Dubai Land Department in its name or its nominee at any time after the Effective Date subject
to Landowner paying all the required fees for the same at Dubai Land Department.

10.2 The allocation, size, layout and location of the Developer Units and Landowner Units shall be
in proportion to the total Units mix in each Development and accordingly the Parties shall list
out the Landowner Units and Developer Units as decided at that point of time.

10.3 Developer shall only have the right to market and sell off-plan the Developer Units to any Unit
Purchasers, whereas Landowner shall be at liberty to deal with Landowner Units at its sole
discretion.

10.4 At any point of time Landowner, as determined from time to time and at its sole discretion, may
give right to the Developer to sell off-plan the Landowner Units to any Unit Purchasers for
which Landowner agrees to compensate Developer with commission and marketing fees
expended towards sale of such Landowner Units as mutually agreed by the Parties at that point
of time. Any and all proceeds from the sale of Landowner Units shall stand for the sole benefit
of the Landowner.

10.5 In the event of any off-plan sale of Landowner Units occurs as per clause 10.4 above, the
Developer shall pass on the sale proceeds of such sold Landowner Units in full and without any
deduction whatsoever, to the Landowner immediately on obtaining approval from the Relevant
Authority to release such amount from the Escrow Account. Accordingly on Construction

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 Completion the Landowner Entitlement shall be reduced to the extent of sellable area of such
sold Landowner Units under this clause 10.5 subject to Developer making the payment in full
of the sale proceeds of the sold Landowner Units to the Landowner.

11 ALLOTMENT OF LANDOWNER ENTITLEMENT

11.1 Notwithstanding clause 10 above, it is agreed by the Parties that:

11.1.1 following the written consent of the Landowner, the Landowner Entitlement for the
First Development shall be credited and allocated to the Second Development;

11.2 In any event if the Second Development is not being substantially progressed to reach the
milestones to or above eighty percent (80%) within the prescribed timelines envisaged by the
relevant Business Plan or as per RERA index, irrespective of clause 11.1.1 above, the
Landowner shall have the right to claim the Landowner Entitlement over the First Development
from the Developer.

11.3 Subject to any sale of the Landowner Units in accordance with either Clause 10.4 or 10.5,
Landowner shall be required to register Landowner Units in its or its nominee name at Dubai
Land Department at any time by paying all required registration charges applicable to the
Landowner Units in accordance with the Applicable Law. No administrative fees shall be
payable by the Landowner or its nominee to the Developer in respect of such registration.
Where required by the Landowner, the Developer shall issue Unit SPAs in the name of the
Landowner or to the New SPV Company or its nominee (and subsequently register such
Landowner Unit in the Oqood register maintained by the DLD). Any Units registered in the
name of the Landowner or its nominee or New SPV Company, shall not be deemed a sale for
the purpose of clause 10.4 and 10.5.

12 HANDOVER

Developer shall be responsible for implementing the following handover procedure in respect
of the Landowner Units:

12.1 Prior to the Construction Completion, Landowner shall be entitled to inspect any unsold
Landowner Units along with the Development Facilities, to ensure compliance with the
approved Detailed Designs.

12.2 Developer shall at least two (02) months prior to the Construction Completion Date, coordinate
with Landowner to schedule the inspection visit of the unsold Landowner Units, and shall
notify Landowner in writing of the designated inspection date.

12.3 On the inspection date both Developer and Landowner shall attend in order to prepare a
schedule of Defects (if any) which require rectification or repair (“Defects Schedule”).

12.4 Developer shall procure to have the Defects listed in the Defects Schedule (if any) rectified by
the appointed Contractor(s) within reasonable time from the inspection date but no later than 30
days thereafter.

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12.5 If upon inspection of the unsold Landowner Units, Landowner agrees that there are no Defects
requiring rectification then Developer shall provide Landowner with a Handover Notice
confirming the Handover Date.

12.6 The Parties agree that all risk and benefit in respect of the unsold Landowner Units (including
liability for service charges) shall pass to Landowner on the respective date for the Unit
following the Handover Notice and when the Unit is fit for immediate occupation with
permanent connection to all Utility Services, which is also the date that Landowner is entitled
to take physical possession of the unsold Landowner Units.

12.7 The Parties agree that the Developer shall be responsible for managing, coordinating (at its
cost) the procedure relating to: (a) subdivision of the Plot title and creation of Unit titles; (b)
registration of the Unit Purchasers' interest on the Interim Register; (c) registration of the
Developer, Escrow Account and Development with RERA; and (d) title transfer process of the
Units that have been sold to Unit Purchasers at the Relevant Authority. Subject to the
Developer complying with the requirements and the provisions of the Applicable Law and or
development guidelines, Landowner will provide Developer with all necessary assistance,
including the provision of the necessary documents and no-objection certificates and arranging
for the authorised signatory to attend the Relevant Authority, for the purpose of completing and
processing the subdivision, registration and title transfer process with the Relevant Authority.

12.8 Developer shall be responsible for delivering to Landowner and the Development Manager (as
applicable) all guarantees and warranties, keys, operating and maintenance manuals, as-built
drawings in respect of the Development and Development Facilities.

13 DEFECTS LIABILITY PERIOD

The Parties agree that Defects and the Defects Liability Period shall be treated as follows:

13.1 It is the Developer’s responsibility to undertake periodic inspections of the Construction Works
and notify the Contractor and/or the Consultants (as applicable) of any Defects in the
Construction Works that it either identifies or is notified of by Landowner, Unit Purchasers
and/or Development Manager during the Defects Liability Period.

13.2 In accordance with and to the extent provided by Applicable Law, Developer shall procure the
Contractor to rectify or replace (as determined by the Project Manager) any Defects identified
by or notified to Developer within the Defects Liability Period within reasonable time, subject
to the nature, urgency and severity of the Defect.

13.3 Following expiry of the Defects Liability Period, Developer shall provide Landowner and the
Unit Purchasers with reasonable assistance in relation to any claim they may have under
Applicable Law against the Contractor and/or Consultants in relation to the structural integrity
of the Development.

14 WARRANTIES, COVENANTS AND UNDERTAKINGS

14.1 Each Party warrants and confirms to the other Party as of the Effective Date that each of the
following statements is true and accurate:

15
 14.1.1 it has the full power and authority to execute, perform and observe this Agreement
and each of the other documents referred to in this Agreement to which it is a Party;

14.1.2 it has obtained obtained all necessary governing body and shareholder approvals and
all other necessary consents, approvals and registrations to authorise the execution,
performance and observance of this Agreement and each of the other documents
referred to in this Agreement to which it is a party;

14.1.3 the execution, performance and observance by it of this Agreement and each
document to be executed hereunder will not result in any breach of its memorandum
and articles of association, or any provision contained in any Agreement or
instrument to which it is a party or by which it is bound or any law, rule, regulation,
judgment, decree or order applicable to it;

14.1.4 this Agreement will when executed constitute legally valid and binding obligations on
each Party, enforceable in accordance with its respective terms; and

14.1.5 there is no pending or, to the best of that Party’s knowledge, threatened action, suit,
investigation, arbitration or other proceeding that would impair the ability of that
Party to perform its obligations under this Agreement.

14.2 Landowner warrants and confirms to Developer that, as at the Signature Date and to the best of
its knowledge and belief:

14.2.1 the contribution of the Plots shall be in full compliance with Applicable Law;

14.2.2 it has Good Title to the Plots evidenced by the Title Deed and Affection Plan;

14.2.3 there are no pending condemnation proceedings or threatened condemnation

proceedings affecting title to the Plots;

14.2.4 all relevant documents that are in possession of Landowner relating to ownership of
the Plots and its development have been disclosed to Developer;

14.2.5 the contribution of the Plots by Landowner is not in contradiction of or restricted by

any licence, consent letter, agreement, deed or any other document;

14.2.6 there is not any outstanding order, notice or other requirement that: (i) affects the
existing or proposed use of the Plots; (ii) relates to the expropriation of the Plots or
any interest in the Plots, and to the best of the knowledge and belief of Landowner, it
is not aware of any other circumstances which may result in any such order or notice
being given;

14.2.7 there are no outstanding orders or notices regarding seizure from a court, the Land
Department, Master Developer or any other governmental authority alleging any
breach of any legal requirement in relation to any or all portions of the Plots;

14.2.8 there exists no third party claims for the Plots and any such claims shall settled at the
sole responsibility of the Landowner and the Developer shall be indemnified towards
all such claims;

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 14.2.9 there exists no restriction or prohibition that would prevent Developer from obtaining
any approvals from the concerned authorities as may be required for the construction
of the Development including all necessary approvals for off-plan sales to and
freehold ownership by GCC and foreign nationals over the Units.

14.3 Developer warrants and confirms to Landowner:

14.3.1 that when accessing the Plot in order to carry out an initial feasibility study of the
Development and survey of the Plot, it shall, and shall procure that its duly authorised
agents, undertake best endeavours to ensure that:

(a) no permanent damage is sustained to any part of the Plot or any area
surrounding or adjacent to the Plot; and

(b) there is minimal disturbance to any other plot owners on any part of the Plot or
any area surrounding or adjacent to the Plot;

14.3.2 that Developer is a registered developer with ID number 1117 and has the requisite
skill, knowledge, personnel, resources and experience to perform the Development
Services and its obligations contemplated under this Agreement and the RERA DMA
and shall maintain the requisite Approvals from the Relevant Authorities required for
a licensed developer;

14.3.3 that it shall undertake the Construction Works and deliver the Development in
accordance with the Permitted Use, GFA Maximum, approved Detailed Designs, this
Agreement, Building Permit, Applicable Law and directions of any Relevant
Authority and shall always abide by all and any regulations imposed by the Master
Developer of the Plot including the Master Community Declaration;

14.3.4 that all off-plan marketing, sales and brokerage dealings with respect to the Units
shall be undertaken by obtaining required Approvals and shall be administered in
accordance with Applicable Law;

14.3.5 that appointments of all Service Providers, Contractors, Consultants subcontractors,

vendors, suppliers or utility providers shall be by having regard to the benefit of the
Development as such shall be executed on an arm’s length basis and any payments
towards the same shall be in compliance with the Escrow Account regulations
through Escrow Agent; and

14.3.6 there are no outstanding orders or notices from a court, the Land Department, Master
Developer or any other governmental authority against the Developer that would
affect the Developer in satisfying any of its obligations herein;

15 GOOD FAITH

15.1 Each Party acknowledges that the other Party is entering into this Agreement in reliance upon
each of the statements given pursuant to above Clauses.

15.2 All transactions entered into between the Parties or any of their Affiliates shall be conducted in
good faith and on the basis set out or referred to in this Agreement or, if not provided for in this

17
 Agreement, as may be agreed by the Parties and, in the absence of such Agreement, on an arm's
length basis.

15.3 Each Party shall at all times act in good faith towards the other and do all things necessary and
desirable to give effect to the spirit and intention of this Agreement.

16 DEFAULT&TERMINATION

16.1 Duration

This Agreement shall continue in full force and effect without limit in time until either
completion of the objectives herein or sooner termination of this Agreement.

16.2 Default and Penalty

16.2.1 Subject to clause 15.3, if either Party (“Defaulting Party”) is in Material Breach
under this Agreement, the other Party (“Non-Defaulting Party”) may give notice to
the Defaulting Party specifying such breach of this Agreement and requiring the
Defaulting Party to make good such failure and remedy it:

 in the case of a breach which directly or indirectly jeopardises the health or

safety of any person, immediately; or

 in any other case, within thirty (30) from the date of the notice.

16.2.2 Subject to clause 2.5, if either Party wilfully withdraws or defaults from their
obligations as envisaged in this Agreement without any breach of the other Party in
relation to either Development, to the extent leading to termination of the Agreement,
in addition to any other provisions relating to the termination detailed in this
Agreement such Party shall be liable to pay a penalty amount equivalent to five
percentage (5%) of the cost of the relevant Plot as set out in the Business Plan to the
other Party.

16.3 Developer Default &Termination

16.3.1 In the event, the Developer is not able to complete the relevant Development by the
relevant Construction Completion Extension Date or fails short of any construction
milestone beyond 15% (as identified in the Business Plan) or there is any Material
Breach by the Developer, the Landowner shall, following immediate notice to the
Developer, have the right (but is not obliged) to step-in to manage, at the cost of the
Developer, the Development Services for such Development along with the
Developer for a period of three (3) months in order to remedy the delay. The
Developer waives any claim against the Landowner in respect of any enforcement of
the step-in rights herein.

16.3.2 If the delay or default under clause 15.3.1 is not able to be rectified for any reason
even after three (3) months of step-in management by the Landowner, the
Landowner shall have the right to fully take over such Development by terminating
this Agreement (in respect of such Development and Plot) upon immediate notice to
the Developer. The Developer shall promptly comply with the instructions of the

18
 Landowner in this respect and shall bear all fees to reflect such step-in rights of the
Landowner including any changes required by RERA and Relevant Authority and
assignment, novation and /or termination of the Development Contracts and Sales
Documents as deemed necessary by the Landowner. The Developer waives any
claim against the Landowner in respect of any enforcement of the step-in rights
herein and/or termination by the Landowner.

16.3.3 Notwithstanding the clauses 16.3.1 & 16.3.2 above, if any delay of a Development
occurs not due to any reasons directly attributable to the Developer but due to
existence of any unavoidable out of control circumstances and whereas Developer
has at such time substantially progressed the milestones to or above eighty percent
(80%) within the prescribed timelines of such Development envisaged by the
Business Plan, no Material Breach shall be invoked in respect of such Plot and
Development.

16.4 Cross-Default

The occurrence of any event under the RERA DMA that gives rise to either Landowner or
Developer issuing the required notice and lawfully terminating the RERA DMA or a violation
of any law by the Developer shall constitute a Material Breach under this Agreement and entitle
the respective Party to the appropriate action under this Agreement.

17 CONSEQUENCES OF DEFAULT

17.1 If the Defaulting Party fails to remedy any breach notified to it pursuant to Clause 15.2 within
the respective notice period, then the Non-Defaulting Party may:

17.1.1 may intimate the default to Dubai Land Department (for non-binding mediation)
unless otherwise mutually consented to by the Parties; and

17.1.2 seek the direction of Dubai Land Department to remedy the Material Breach or
request for terminate this Agreement if the Material Breach becomes impossible for
remedying.

For the avoidance of doubt, in the event of a Material Breach by the Developer or clause
termination by the Landowner, the Landowner shall not be obliged to follow the mechanism
under clause 16 above and may at its discretion enforce and rely on the provision of clause 17
below.

18 CONSEQUENCES OF TERMINATION

19
18.1 In the event of the Landowner opting to take over any of the Developments as per clause 15.3.2
above, the Parties shall unanimously determine the valuation price of such Development as on
the date of taking over. The valuation shall include the amounts contributed by the Parties
towards such Development however shall exclude any funds received from Unit Purchasers and
any interest/profit or similar amount payable to any Financier or interest under clauses 8.4
and/or 9.

18.2 If the Parties fail to reach such unanimous valuation price within ten (10) Business Days, then
the valuation price of such Development shall be determined by the Valuation Consultant who
shall be appointed by the Developer within three (03) Business Days of notice from the
Landowner to act as an expert and not as arbitrator and who shall submit its valuation price to
the Parties, such valuation price (in the absence of manifest error) (the “Valuation Price”) to
be final and binding on the Parties. The Valuation Price shall include the actual amounts
contributed by the Parties towards the relevant Development however shall exclude any funds
received from Unit Purchasers any interest/profit or similar amount payable to any Financier or
interest under clauses 8.4 and/or 9.

18.3 On determination of the Valuation Price, the Landowner shall take over the
relevantDevelopment by paying to the Developer eighty five percent (85%) (excluding any
funds received from the sale of Units to Units Purchasers any interest/profit or similar amount
payable to any Financier or interest under clauses 8.4 and/or 9) of the Development
Contribution made till such date by the Developer or allotting proportionate Sellable Area of
the Units. For any Units allocated to the Developer under this clause 17.3, Developer shall be
required to register such Units in its at Dubai Land Department by paying all required
registration charges applicable to such Units in accordance with the Applicable Law and
execute the relevant sale and purchase agreement with the Landowner (or assigned developer).
The Landowner (or assigned developer) shall issue Unit sale and purchase agreement in the
name of the Developer and subsequently register such Units in the Oqood register maintained
by the DLD.

18.4 The Developer expressly acknowledges and agrees that it consents to the Landowner’s
entitlement to unilaterally terminate this Agreement in accordance with clause 15.3.2, and such
right in favour of the Landowner is granted in accordance with the principles of Article 218(2)
of UAE Federal Law No. 5 of 1985 (“UAE Civil Code”), and such consent and mutual
agreement is given within the meaning of Article 267 and 271 of the UAE Civil Code. For the
avoidance of doubt, the Developer agrees that the Landowner shall be entitled to exercise all its
rights without the need to obtain a court order in accordance with Article 267 or 271 of the
UAE Civil Code.

18.5 Landowner Default &Termination

18.5.1 Subject to satisfaction of the Conditions Precedent and registration of the

Developments at Dubai Land Department, in the event Landowner due to its direct act
defaults any of its obligations as envisaged by this Agreement due to which substantial
delay occurs in any of the Developments, the Developer shall issue sixty days (60)
days’ notice to the Landowner calling to remedy the default (the “Default Notice”).
Even after the Default Notice, the Landowner is not remedying the default the
Developer shall terminate this Agreement.

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 18.5.2 On termination, the Valuation Price of such Development shall be determined as per
clause 17.1 and 17.2 and the Developer shall have the right to opt to take over the
Development by paying to the Landowner eighty five percent (85%) of the
Landowner Contribution or allotting proportionate Sellable Area of the Units. For any
Units allocated to the Landowner under this clause, Landowner shall be required to
register such Units in its at Dubai Land Department by paying all required registration
charges applicable to such Units in accordance with the Applicable Law and execute
the relevant sale and purchase agreement with the Developer. The Developer shall
issue Unit sale and purchase agreement in the name of the Developer and
subsequently register such Units in the Oqood register maintained by the DLD.

19 MASTER DEVELOPER SANCTION

In the event the Master Developer of the Plots namely, [ ] or any of its affiliate company
authorized as the Master Developer, issue any sanction or direction materially affecting the
carrying out of the Development on any of the Plots, the Parties agree that the same shall not be
treated as a default of any Party in respect of the relevant Plot and neither Party shall have a
right to terminate this Agreement on the basis of Material Breach. Any such event shall be
dealt-with by the Parties on a mutually agreed terms to be entered into at that point of time.

20 ANNOUNCEMENTS

The Parties shall not make or permit any person connected with it to make any announcement
concerning this Agreement or any ancillary matter before, on or after Construction Completion
except as required by law or any competent regulatory body or with the prior written approval
of the other Party, such approval not to be unreasonably withheld or delayed.

21 CONFIDENTIALITY

21.1 Each Receiving Party undertakes to keep, and shall procure that each of its Affiliates shall
keep, the Confidential Information confidential and not disclose it to any person, other than as
permitted under this clause.

21.2 Clause 21.1 shall not apply to the disclosure of Confidential Information if and to the extent:

21.2.1 required by Applicable Law;

21.2.2 required by any competent regulatory authority (including, without limitation, any
securities exchange); and

21.2.3 that such information is in the public domain other than through breach of this clause,

21.2.4 provided that any Confidential Information shall only be disclosed after notification
to the other Party.

21.3 The Receiving Party may disclose Confidential Information to its Affiliates and to its, and its
Affiliates’, employees, advisers and lenders provided it makes each such recipient aware of the
obligations of confidentiality assumed by it under this Agreement and provided that it uses all
reasonable endeavours to ensure that such recipient complies with those obligations as if it was
a party to this Agreement.

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21.4 This clause shall continue to bind the Parties notwithstanding termination of this Agreement.

22 INTELLECTUAL PROPERTY

Landowner acknowledges and agrees that Developer and its Affiliates (as the case may be) are
the sole and exclusive owners of any Intellectual Property relating to the Development ,
Developer brand and logo and any other Intellectual Property owned or used by Developer and
its Affiliates (other than the Intellectual Property of Landowner) and that any goodwill or other
right, interest or benefit flowing directly or indirectly from the such Intellectual Property is and
remains at all times the sole property of Developer and its Affiliates (as applicable).

23 COSTS & SERVICE CHARGES

23.1 Save as otherwise provided in this Agreement, each Party shall pay the costs and expenses
incurred by it in connection with considering and entering into the transactions contemplated by
this Agreement, including (without limitation) the negotiation and preparation of this
Agreement and the discharge of each Party's obligations under them.

23.2 All Master Community Service Charges levied on the Plot shall be payable by Developer to
Master Developer in accordance with the Master Community Declaration from the Effective
Date, until the earlier of: (a) Handover Notice; or (b) the transfer of title with the Relevant
Authority in relation to any Units to either a Unit Purchaser or Developer, and thereafter and
where possible, such Master Community Service Charges shall be allocated proportionately to
the Units in accordance with the Unit SPAs and Development Management Documents.

23.3 All costs, charges and expenses relating to the connection and consumption of Utility Services
for the Development shall be borne by Developer till Handover Notice.

23.4 Any costs associated with the Development, and the construction and operation of the
Development on the Plot except as otherwise properly allocated to a Party under this
Agreement shall be borne by Developer.

23.5 The Landowner shall be liable to pay for the building service charges, utility charges relating to
the Landowner Units that it continues to own commencing and following the Handover Notice.

24 GENERAL

24.1 The Parties undertake to each other to execute and perform all such deeds, documents,
assurances, acts and things and to exercise all powers and rights available to them, including
the convening of all meetings and the giving of all waivers and consents and passing of all
resolutions reasonably required, to give effect to the terms of this Agreement.

24.2 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf
of each of the Parties.

24.3 The language of this Agreement and the transactions envisaged by it is English and all notices,
demands, requests, statements, certificates or other documents or communications shall be in
English unless otherwise agreed.

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24.4 No delay, indulgence or omission in exercising any right, single or partial exercise or non-
exercise of any right, power or remedy provided by this Agreement or by law shall operate to
impair or be construed as a waiver of such right, power or remedy or of any other right, power
or remedy.

24.5 The rights, powers and remedies provided by this Agreement are cumulative and are not
exclusive of any rights, powers and remedies provided by law.

24.6 If any provision of this Agreement is or becomes illegal, invalid or unenforceable, that shall not
affect or impair the legality, validity or enforceability of that or any other provision of this
Agreement. In such case, the Parties shall agree on a valid provision which comes
commercially and legally closest to the void, voidable, illegal or otherwise unenforceable
provision.

24.7 The provisions contained in each clause and sub-clause of this Agreement shall be enforceable
independently of each of the others and its validity shall not be affected if any of the others is
invalid. If any of those provisions is void but would be valid if some part of the provision were
deleted, the provision in question shall apply with such modification as may be necessary to
make it valid.

24.8 If any Party is rendered unable, wholly or in part, to carry out his/its obligations under this
Agreement due to any Force Majeure Event, such Party shall give to the other Party prompt
written notice of the Force Majeure Event with reasonably full particulars thereof. Thereupon,
the obligations of the Party giving such notice to the extent affected by such Force Majeure
Event, shall be suspended during, but no longer than, the continuance of such Force Majeure
Event. If any Force Majeure Event arises, the Parties shall use their best efforts to minimize the
effects thereof, continue to perform their respective obligations that are not affected and find a
reasonable solution in mutual consultation, provided however that if a Force Majeure Event
continues for a period of over twelve (12) months and the Parties are materially prevented from
performing their respective obligations, the Parties shall intimate the same to Dubai Land
Department (as a non-binding mediator) and thereafter if not resolved, to the courts of DIFC.

25 ASSIGNMENT

Without prejudice to any right to transfer of shares under this Agreement, neither Party may
assign, transfer, charge or deal in any other manner with any of its rights under this Agreement
without the prior written consent of the other Party.

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26 TRANSFER OF SHARES

26.1 For the purpose of this clause, transfer shall mean any conveyance, assignment, sale, devise
into trust, gift, pledge, charge, mortgage, nominee arrangement, encumbrance or other dealing
whatsoever relating to the shares of the Parties, and transferor and transferee shall be construed
accordingly.

26.2 Unless the Parties unanimously agreed otherwise, both Parties including the New SPV
Company shall not be entitled to transfer their shares or effect Change of Control to any person
other than to its Affiliate until Construction Completion or termination of this Agreement
subject to clause 8.2.3.

27 ENTIRE AGREEMENT

27.1 This Agreement, and any documents referred to in it or executed contemporaneously with it,
constitute the whole Agreement between the Parties in relation to the transactions contemplated
by this Agreement and supersede any arrangements, understanding or previous Agreement
between them relating to the subject matter they cover.

27.2 Each Party acknowledges that in entering into this Agreement, and any documents referred to
in it or executed contemporaneously with it, it does not rely on, and shall have no remedy in
respect of, any statement, assurance or warranty of any person other than as expressly set out in
this Agreement or those documents.

28 NO PARTNERSHIP OR AGENCY

Nothing in this Agreement is intended to or shall operate to create a partnership between the
Parties, or to authorise any Party to act as agent for any other, and no Party shall have authority
to act in the name or on behalf of or otherwise to bind any other in any way (including but not
limited to the making of any representation or warranty, the assumption of any obligation or
liability and the exercise of any right or power).

29 NOTICES

29.1 Any notice or other formal communication given under this Agreement shall be in writing and
shall be served by delivering it personally or sending it by courier, fax or e-mail to the address
and for the attention of the relevant Party. Any such notice shall be deemed to have been
received:

29.1.1 if delivered personally, at the time of delivery;

29.1.2 in the case of courier, three (3) calendar days from the time of despatch;

29.1.3 in the case of fax, at the time of transmission provided a successful transmission
receipt is retained; and

29.1.4 in the case of e-mail, one (1) hour from the time of transmission,

24
 provided that if deemed receipt occurs before 9am on a working day the notice shall be deemed
to have been received at 9am on that day, and if deemed receipt occurs after 5pm on a working
day, or on a day which is not a working day, the notice shall be deemed to have been received
at 9am on the next working day.

29.2 The addresses of the Parties for the purposes of this clause are:

[ ]

Address: [●]

Fax no: [●]

e-mail: [●]
For the attention of: [●]

[ ]
Address: [ ]
Fax no: [ ]
e-mail: [ ]
For the attention of: [ ]

or such other address, facsimile number or e-mail address as may be notified in writing from
time to time by the relevant Party to the other Parties.

30 COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and all of which, taken together, shall constitute one agreement. Any
counterpart may be delivered by any Party by transmission of signature pages to the other
parties at the addresses set forth herein, and delivery shall be effective and complete upon
completion of such transmission; manually signed copies of signature pages shall nonetheless
be delivered promptly after any such fax or email delivery.

31 GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance in accordance with the laws
of the UAE as applied in the Emirate of Dubai.

32 DISPUTES

32.1 In the event of any dispute between the Parties arising out of or relating to this Agreement,
representatives of the Parties shall, within fourteen (14) calendar days of a written notice from
any Party to the other Parties (a Disputes Notice), hold a meeting (a Dispute Meeting) in an
effort to resolve the dispute.

32.2 Each Party shall use all reasonable endeavours to send a representative who has authority to
settle the dispute to attend the Dispute Meeting.

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32.3 Any dispute not relating to any public policy matter which is not resolved within thirty (30)
calendar days after the service of a Disputes Notice (or such longer period as the Parties agree),
whether or not a Dispute Meeting has been held, shall be resolved through the DIFC courts.

32.4 Any dispute relating to any public policy matter shall be referred to and resolved through the
Dubai courts.

EXECUTION PAGE SEPERATELY ATTACHED

26
AS WITNESS this Agreement has been signed by the Parties (or their duly authorised representatives) on
the Signature Date stated at the beginning of this Agreement.

SIGNED
for and on behalf of

________________________________ )
[ ]

In the presence of: )

Name:

Address:

SIGNED
for and on behalf of

_______________________________________________ )

[ ]

In the presence of: )

Name:

Address:

27
 SCHEDULE 1

DEFINITIONS AND INTERPRETATIONS

Part 1: Definitions:

In this Agreement, unless contrary to the meaning or context thereof, the following capitalized words and
terms shall have the following meanings:

28
AED means the lawful currency for the time being of the UAE;

Affection Plan means the affection plan for the Plot, as attached at Schedule 5.

Affiliate means in respect of any person, any other person that, directly or
indirectly, through one or more intermediaries controls or is
controlled by or is under common control with such person; for
the purposes of this definition, “control” in relation to a body
corporate, means the power of a person to secure that the affairs
of the body corporate are conducted in accordance with the
wishes of that person: (a) by means of the holding of shares, or
the possession of voting power, in or in relation to that or any
other body corporate; or (b) by virtue of any powers conferred by
the memorandum of association, or any other document,
regulating that or any other body corporate;

Applicable Law means all applicable laws, rules, regulations, orders, statutes,
decrees, Approvals, consents, licences and ordinances, including
codes of guidance of the Relevant Authority (which includes the
terms of any Building Permit) having legally binding effect, all as
promulgated and amended from time to time by any:

(i) legislative, regulatory and administrative governmental

authorities of competent jurisdiction in the emirate of
Dubai or the UAE, which has jurisdiction over the
Development, the Parties and the Master Community;
and

(ii) any judicial authority or courts of competent jurisdiction

sitting in the emirate of Dubai and elsewhere in the UAE.

Approvals means all applicable and necessary permits, approvals, licences,

certificates and/or other authorisations required by a Relevant
Authority in relation to the Construction Works and/or the
Development generally.

Building Permit means a building permit issued by the Relevant Authority,

enabling Developer to commence Construction Works in
accordance with the approved Detailed Designs.

Business Day means any day that is not a Friday, Saturday or public holiday in
the Emirate of Dubai, United Arab Emirates;

Business Plan means the business plan, including the detailed Budget for the
and/or Budget estimated cost of Developments and Project Plan applicable to
this Agreement attached as Schedule 2. For the avoidance of
doubt the business plan shall identify the anticipated construction
costs and sales value of Units, the timeframe for construction and
milestones;

29
30
Change of means with regard to a Party, any change in the ownership or
Control control of such Party (except where such ownership or control
passes to an Affiliate of such Party), which results in change or
cessation of the possession, directly or indirectly, of the power to
direct or cause the direction of the management of that Party
whether through ownership of voting securities or other
ownership interests, by contract, or otherwise;

Condition Means the matters set-forth in clause 8.2.1.

Precedents
Confidential means all confidential information of a Party from time to time
Information (in whatever medium stored) including, but without limitation, all
business, financial, operational, customer and marketing
information, know-how and trade secrets in relation to the
business of the relevant Party and all information in respect of
which the relevant Party is bound by an obligation of confidence
to a third party.

Concept Plan means the concept plan relating to the Development.

Construction means the completion of each Development, as evidenced upon

Completion issuance of the respective Building Completion Certificate,
confirming that the construction is complete and ready for
occupation.

Construction means the date on which Construction Completion is anticipated

Completion Date to occur for each Development as detailed in clause 3.2.

Construction means the date falling six (06) months from the Construction
Completion Completion Date of each Development as detailed in clause 3.2.
Extension Date

Construction As defined in clause 4.3;

Documents
Construction means the period commencing from the date Developer receives
Period the approved Building Permit and continuing until the date the
Construction Works have been completed for each Development
(including the Building(s) constituting the Parties Entitlement), as
evidenced by the issuance of the respective building completion
certificates.

Construction means procuring and overseeing the Construction Works during

Services the Construction Period, which shall include but not limited to the
services as set out in Schedule 3.

Construction means the physical works or services to be planned, designed,

Works engineered, manufactured, constructed, erected, installed,
commissioned, tested, completed, carried out, undertaken for the

31
provision of a completed and fully operating Development,
including permanent connection to the Infrastructure & Utilities,
to the designated connection points.

32
Consultants means the consultants appointed by the Developer under clause
4.3 to perform certain aspects of the Development Services,
including the architectural, engineering, design or any other
specialist consultants.

Contractor(s) means the contractor(s) appointed by the Developer to undertake

the Construction Works, as may be appointed by the Developer
from time to time.

Defect(s) means a defect or deficiency of the Construction Works

(excluding defects caused by Landowner, Unit Purchasers or their
respective occupiers).

Defects Liability means a period of twelve (12) months from the Construction
Period Completion Date in respect of each Development constituting
either the Landowner's Entitlement or the Developer’s
Entitlement (as applicable).

Design Services means the advisory services relating to the design and planning
stage of the Developments, which shall include but not limited to
the services set out in Schedule 3.

Detailed Designs means the plans and specifications for the construction of the
Development as may be necessary to obtain all necessary
Approvals to enable construction and completion of the
Construction Works in a proper and workmanlike manner,
prepared in accordance with the approved Concept Plan.

Developer shall have the meaning as ascribed in clause 8.1.2 of this

Contribution Agreement.

Development Cost means the actual hard and soft costs expensed by the Developer in
the procurement, design, development, construction and delivery
of the Development and performance of the Development
Services and the Developer obligations under this Agreement
which includes but not limited to:
a. Consultants/Sub-consultants cost;
b. Architectural, Design and Engineering cost;
c. Sales and marketing cost;
d. Authority approval cost;
e. Contractors /Sub-contractors cost;
f. Utility service providers cost;
g. Interior design fit-out cost;
h. Project registration cost; and
i. Hard cost (construction cost of the Project
valued on the basis of the estimations arrived
as set out in the Business Plan & Budget
attached as Schedule 2).

33
34
Developer means [ ] percent ([ ]%) per cent of the Units in each
Entitlement Development or the residual of any funds in the Escrow account,
after completion of Construction and delivery of the Landowner
Units to the Landowner.

Developer Units means the Units constituting the Developer Entitlement,

excluding the Landowner Units as shall be allocated to the
Developer in accordance with the terms of this Agreement.
Development means the development to be constructed on the Plots, which
shall be comprised of a [ * ] residential building (collectively
forming the Landowner Entitlement and Developer Entitlement)
and Development Facilities, in accordance with the provisions of
this Agreement.

Development means all open areas, services, facilities, roads, pavements,

Facilities gardens, utility and administrative buildings or areas,
installations, improvements and other common assets located
within the boundary of the Plot, that are intended for use by all
owners and occupiers of the Development, constructed in
accordance with the approved Plan.

Development means the documents relating to the Development Management

Management Scheme, which may include jointly owned property
Documents declaration(s), as may be produced and amended from time to
time.

Development means the scheme of title ownership and management adopted or

Management to be adopted for the Development by Developer.
Scheme

Development means the entity appointed by Developer from time to time to

Manager procure and oversee the delivery of the facilities management and
security services for the upkeep, maintenance and benefit of the
Development and Development Facilities.

Development mean the advisory and development services performed and to

Services be performed by the Developer in accordance with this
Agreement as set out in Schedule 3, which shall include but
not be limited to:
(a) Design Services;
(b) Construction Services;
(c) Marketing Services;
(d) Sales Services; and
(e) Post Sales Services.

Effective Date means the date falling forty five (45) days from the Signature
Date.

35
36
Encumber means creating or allowing to exist or agreeing to create or
agreeing to allow to exist any mortgage, debenture, charge (legal
or equitable, fixed or floating), pledge, lien, option, restriction,
right of first refusal, right of pre-emption, third party right or
interest, right to acquire, assignment by way of security, trust
arrangement for the purpose of providing security or any other
security interest of any kind or another type of preferential
arrangement (including a title transfer and retention
arrangements) having similar effect and Encumbrance shall be
construed accordingly;

Escrow Account means the designated escrow account of each Development

established and operated by the Developer, in accordance with the
terms of this Agreement, the RERA DMA and Applicable Law.

Enabling Works means site fencing, excavation & filling works, piling or vibro-
compaction, dewatering (if required), site grading works and the
erection of a project board on or adjacent to the Plots.

Financiers has the meaning ascribed to it in clause 9.1 of this Agreement;

Financing has the meaning ascribed to it in clause 9.1 of this Agreement;

Force Majeure means any event or condition beyond the reasonable control of
Event the affected Party, which prevents the proper performance of any
obligation under this Agreement (but not arising as a result of the
respective Party's own fault or negligence or due to economic
downturn), including: war, revolution, riot, terrorism, natural
catastrophe, epidemics, criminal damage, government
intervention or directions, sabotage, strike, lock out or other
industrial disturbances.

GFA means gross floor area, utilising the measurement standard

adopted by the Dubai Land Department.

GFA Maximum means [ * ] square feet of GFA, being the maximum permitted
GFA allocated to the Plot, as identified in the Affection Plan.

Good Title means a valid legal title, being a title without any reasonable
prospect of legitimate challenge by any third party, which is
transferable to a purchaser and is free and clear from any and all
Encumbrances;

Handover Date means the date on which handover is deemed to have occurred in
relation to the Units, as determined in accordance with this
Agreement.

37
38
Handover Notice means a notice issued by the Developer to either the Landowner
or Unit Purchasers(as applicable) confirming the date on which
the Handover Date has occurred.

Infrastructure means the necessary infrastructure required for the Development,

including: electrical power, potable water, sewerage, drainage,
storm water removal systems, sewerage removal systems, roads
and footpaths to be provided by the Master Developer to
connection points at the boundary of the Plot (at the cost of the
Master Developer), in accordance with the terms of the Plot SPA.

Intellectual means patents, utility models, rights to inventions, copyright and

Property Rights neighbouring and related rights, trademarks and service marks,
business names and domain names, rights in get-up and trade
dress, goodwill and the right to sue for passing off or unfair
competition, rights in designs, database rights, rights to use, and
protect the confidentiality of, Confidential Information, and all
other intellectual property rights, in each case whether registered
or unregistered and including all applications and rights to apply
for and be granted, renewals or extensions of, and rights to claim
priority from, such rights and all similar or equivalent rights or
forms of protection which subsist or will subsist now or in the
future in any part of the world.

Agreement means this joint development agreement, as the same may be

amended or modified in accordance with the terms herein;

Landowner means the contribution of the Plots as ascribed in clause 8.1.1 of

Contribution this Agreement.

Landowner means be [ ] [ ]%) of the Units in each Development.

Entitlement
Landowner Units means the Units constituting the Landowner Entitlement, as
allocated to the Landowner in accordance with the terms of this
Agreement.

Master means Jumeirah Village LLC;

Community

Master means the master community declaration issued by the Master

Community Developer in respect of the Master Community.
Declaration
Master means the community charges levied by the Master Developer, in
Community accordance with the Master Community Declaration and
Service Charges Applicable Law.

Material Breach means in relation to a Party, if it:

(a) is unable to pay its debts or is liable to be wound up by a
court of competent jurisdiction or is declared bankrupt or

39
 enters into voluntary liquidation;
(b) enters into a composition or arrangement with its creditors
or a moratorium is declared in respect of any of its
indebtedness or any creditor action;
(c) takes any action to appoint, to request the appointment of,
or suffers the appointment of, a receiver, administrative
receiver, administrator, trustee or similar officer over all or
a material part of its assets or undertaking;
(d) has a winding-up or administration petition presented in
relation to it or has documents filed with a court for an
administration in relation to it; provided that, in the case of
a winding up petition, if the relevant company is contesting
the winding up petition in good faith and with due
diligence it shall not be a defaulting Party until a period of
seven (7) calendar days has expired since the presentation
of the winding up petition without it having been either
discharged or struck out;
(e) is affected in any way in any jurisdiction other than UAE
by anything equivalent to any of the things referred to in
sub-paragraphs (a) to (d) above; and
(f) makes a serious or persistent default in performing and
observing any of its obligations under this Agreement
(including any of the warranties set forth in this
Agreement being untrue at any time whilst this
Agreement remains in force) and, where such default is
capable of remedy, fails to remedy it within thirty (30)
calendar days after service of written notice from the other
Party of such default; or
(g) suffers a Change of Control, without seeking the approval
of the other Party; or
(h) in the case of the Developer violates any approval from any
relevant authority for the Construction Works and/or
Development Services.

40
Permitted Use means "Residential (Apartment)", being the designated permitted
use of the Plots, along with Retail Areas as identified within the
Affection Plan.

Plots means that part of the land with number

[ * having a plot area of [ * ] square feet

Project Manager means such consultant as may be appointed by the Developer.

Reasonable and means a developer performing its contractual obligations in good

Prudent faith and exercising the degree of skill, diligence, prudence and
Developer foresight that would reasonably be expected from a skilled and
experienced developer of international repute, at all times
complying with all terms and conditions of this Agreement and
Applicable Law.

Relevant means the Government of the United Arab Emirates or the

Authority Emirate of Dubai, Master Developer, Dubai Municipality,
Trakhees, Civil Defence Authority, the Dubai Land Department,
RERA, RTA, DEWA, DED, Civil any Utility Provider and/or
other relevant authority having jurisdiction over the issue in
question.

RERA means the Emirate of Dubai Real Estate Regulatory Agency.

RERA DMA means the development management agreement to be entered

between the Landowner and Developer and submitted to RERA
for the purpose of appointing the Developer as the registered
developer of the Development, in the format as attached at
Schedule 4.

Sales Services means the sales services including but not limited to the services
set out in Schedule 3.

New SPV has the meaning ascribed to it in clause 8.2.1

Company

Sellable Area means the total area of all the Units in the Development as
reflected in the respective title deeds issued by Dubai Land
Department.

Title Deed means the title deed for the Plots, as attached at Schedule 5.

UAE means the United Arab Emirates.

Unit(s) means unit(s) to be constructed within each Development, in

accordance with the provisions of this Agreement.

Unit Purchaser(s) means a purchaser of a Unit.

Unit SPA(s) means the sale and purchase agreement(s) to be entered into

41
 between the Developer and a Unit Purchaser(s), to govern the sale
and acquisition of a Unit(s).

Utility Provider means any licenced utility provider in the Emirate of Dubai
authorised to provide Utility Services.

Utility Services means any utility services provided to the Plot, including but not
limited to potable water, electricity, gas, sewage, waste disposal,
telecommunications, district cooling services, irrigation, street
lighting, other media/communication services and any other
essential utilities required to occupy a residential or commercial
property.

Valuation means any one of the following reputable international valuation

Consultant firm:

a) [*]
b) [*]
c) [*]
d) [ * ]; or
e) [ * ].

Valuation Price has the meaning ascribed to it in clause 17.2.

42
Part 2: Interpretations:

Unless the context otherwise requires or admits, references in this Agreement to:

(a) any gender shall include the other genders and references to the singular shall include the plural
and vice versa;

(b) periods of time shall be construed by reference to the Gregorian calendar;

(c) a person (which for the purposes of this Agreement shall include any individual, firm,
unincorporated association, body corporate, government, state or agency of state, any association
or partnership or joint venture (whether or not having a separate legal personality) shall include its
successors in title; and

(d) References to a company shall be construed so as to include any company, corporation or other
body corporate or other legal entity, wherever and however incorporated or established.

(e) Clause headings in this Agreement are for convenience only and do not affect the construction of
any provision.

(f) Where there is any inconsistency between the definitions set out in this Clause and the definitions
set out in any Clause or Schedule, then for the purposes of construing such Clause or Schedule, the
definitions set out in such Clause or Schedule shall prevail.

(g) In this Agreement all obligations and liabilities on the part of the Parties are (unless expressly
stated otherwise) several and shall be construed accordingly.

(h) In this Agreement (except where the context requires otherwise) any phrase introduced by the
terms “including”, “include”, “in particular” or any similar expression shall be construed as
illustrative and shall not limit the sense of the words preceding those terms.

(i) Any reference to a statute or statutory provision will be construed as a reference to the same as
from time to time amended, consolidated, modified, extended, re-enacted or replaced.

43
 SCHEDULE 2

Business Plan & Budget

TO BE FINALISED ON OR PRIOR TO THE EFFECTIVE DATE

44
 SCHEDULE 3

DEVELOPMENT SERVICES

1. Development Services

The advisory and Development Services to be performed by the Developer under this Agreement,
which shall include:

1.1 Managing the Development

1.2 Design Services;
1.3 Construction Services;
1.4 Marketing Services;
1.5 Sales Services;
1.6 Operations Services; and
1.7 any other services mutually agreed to by the Parties in writing.

2. Design Services

The execution and management of the design and approval process, which shall include:

2.1 making recommendations as to a suitable development procurement route and appointment of

Consultants, Contractors, agents, and related specialists, for the purposes of carrying out
the management, design and Construction Works;
2.2 agree programs and monitor performance of the Consultants, to ensure compliance with
program dates and report thereon;
2.3 selecting and appointing the planning and design Consultants, within the Budget;
2.4 reviewing, negotiating, amending, executing and supervising performance under the
Construction Documents;
2.5 procuring the appointed design Consultants to draft and produce the Concept Plan;
2.6 procuring the appointed design Consultants to draft and produce the Details Designs in
accordance with the approved Concept Plan, Relevant Authority guidelines, GFA
Maximum and Applicable Law; and
2.7 procuring the appointed design Consultants and/or Contractors to submit requests to and
obtain the necessary Building Permit and any other Approvals from the necessary Relevant
Authority, required to commence the Construction Works.

3. Construction Services

The management of the construction and delivery of the Construction Works during the
Construction Period, which shall include:

3.1 selecting and appointing the Contractors, nominated sub-Contractors (if any) and Consultants
responsible for the construction, supervision and delivery of the Construction Works,
within the Budget;
3.2 preparing a strategic program for the Development identifying critical dates in pre- and post-
contract periods and having due regard for constraints imposed by all relevant factors;
3.3 agreeing programs and monitoring performance of the Contractor, Consultants, agents,
specialists, ensuring compliance with program dates and report thereon;
3.4 reviewing, negotiating, amending and executing the Construction Documents;;
3.5 liaising with the relevant Contractor and Consultants and managing preparation of a scheme
reporting incorporating the proposed design, buildability, technical designs and
specifications of the Development;

45
 3.6 with the relevant Consultants arranging/instructing and monitoring early application for
amendments to the supply, adequacy and capacity of the Infrastructure and Utility Services
after obtaining details of anticipated loading from the Consultants;
3.7 performing and complying with the role and obligations of "Employer/Client" under the
Construction Documents;;
3.8 considering the relevant Consultant's recommendations in relation to the Development and
agreeing any changes thereto, advising and liaising with the consultants as necessary;
3.9 authorising and organising as necessary the execution of a site and soil survey, measured
survey, environmental audit and necessary engineers investigatory works, service audits,
acoustic reports, flood risk assessment and the like as being required, and appointing a
suitable specialist and take into account all investigations carried out and procure that
documents are prepared.
3.10 monitoring the performance of the Contractor and the Project Manager and enforcing the
Construction Documents; to the extent necessary to effect completion of the Development;
3.11 procuring or providing the technical expertise, know how, facilities and technology required
to perform its obligations under this Agreement;
3.12 providing any notice of any non-compliance of the Contractor with the Construction Contract
and/or any other notifications relevant to the Construction Works that are given to it by the
Project Manager or any Relevant Authority along with full details of the background of
any such issues;
3.13 procuring the commencement of the Enabling Works;
3.14 procuring the construction and delivery of the Construction Works in accordance with the
approved Detailed Designs and Applicable Law;
3.15 subject to Master Developer delivering the Infrastructure and the respective Utility provider
delivering the Utilities to the respective connection points by the Construction Completion
Date, procuring the connection of the Development to the Infrastructure and Utilities to the
identified connection points from the Master Developer and/or Relevant Authority, on or
before the Construction Completion Date (as may be extended);
3.16 procuring that the necessary insurance policies are obtained and maintained by the appointed
Contractors and/or Consultants;
3.17 obtaining and maintaining any necessary insurance policies required by Developer;
3.18 preparation and submission of the quarterly construction reports to Landowner;
3.19 notify Landowner, if a Force Majeure Event occurs, immediately upon becoming aware of
such circumstance and shall use all endeavours to mitigate the effects of such event of
Force Majeure Event; and
3.20 procuring the commissioning and inspection of the Construction Works by the Relevant
Authority and obtaining the necessary: Approvals and building completion certificate.

4. Finance Services

4.1 considering the Consultant's cost feasibility study;

4.2 approving and all variations to the various Construction Contract and Consultancy Agreement
and keep all costs under review, suggest any economies that might be made consistent
with the requirements including reviewing alternative design and construction techniques.
4.3 Appointing an Escrow Agent for the Development and preparing and submitting periodical
reporting relating to Escrow Accounts and Relevant Authorities.

5. Marketing Services:

The management of the marketing of the Development, which may include:

5.1 selecting and appointing Consultants to undertake and deliver: brochures, models, posters,
DVDs, CDs, PR campaigns, correspondence, stand design, branding, and hoardings in
respect of the Development;

46
 5.2 procuring the submission of marketing materials to the Master Developer and Relevant
Authority for approval;
5.3 selecting and appointing nominated RERA approved broker(s) to provide marketing, sales
and brokerage services in respect of the Development; and
5.4 arranging exhibitions, travel and sponsorships in respect of the Development.

6. Sales Services

The management of the sales process of the Development, which may include:

6.1 procuring the production of booking forms, Unit SPAs, applicable building/district
management documents in respect of the sale and purchase of Units ("Unit Sale
Documents"), ensuring compliance with the requirements of the Master Developer and
Master Community Declaration (if any);
6.2 submitting the Unit Sale Documents to Relevant Authority for approval;
6.3 establishing a dedicated Escrow Account for the Development in accordance with Applicable
Law;
6.4 obtaining a RERA certificate for off-plan unit sales (to the extent off-plan unit sales are
anticipated);
6.5 ensuring that all sales proceeds from the sale of Units and amounts raised from any Financing
are paid into the Escrow Account;
6.6 developing a sales strategy and managing the sales process accordingly;
6.7 maintaining accurate sales lists;
6.8 client support management;
6.9 development update, newsletters and media releases;
6.10 client documentation; regulatory process(s) update and administration thereof; and
6.11 selecting and appointing nominated RERA approved broker(s) to provide marketing, sales
and brokerage services in respect of the Development.

7. Post Sale Services

7.1 overseeing the Landowner and Unit Purchaser inspection and handover process, in
accordance with the terms of this Agreement and the Unit SPAs (as applicable); and
7.2 overseeing the Defects Liability Period and notifying the Contractor/Consultant of any
Defects that require rectification, in accordance with the terms of this Agreement or the
Unit SPAs (as applicable)
7.3 monitoring the performance of the Unit Purchaser and enforcing the rights of Developer
under Unit SPAs for the benefit of Developer (in respect of the Developer Units) and
Landowner (in respect of Landowner Units);
7.4 managing and reporting sale of the Units to Unit Purchasers;
7.5 managing the Oqood and final registrations of the Units in the Development and all sales
related matters before the Relevant Authorities

SCHEDULE 4
‫التمهيــــد‬:
RERA DEVELOPMENT AGREEMENT TEMPLATE
‫بن اء علي ه أق ر الطرف ان بأهليتهمـا للتعاق د واتفف ا على الش روط‬
‫واألحكام اآلتية‬:

47
This contract is entered into in Dubai on [●] by and
between:
)1( ‫المادة‬
‫يعتبر التمهيد جزءا ال يتجزأ من هذا العقد وتفسر إرادة الطرفين‬
[ ]
And ‫على مقتضاه‬.

[ ] )2( ‫المادة‬
(Second Party)
‫وافق الطرف األول على أن يقوم الطرف الثاني باقامة مبان على‬
Address) – ‫قطعة األرض المملوكة له بموجب شهادة الملكية الصادرة من دائرة‬
Project Name: ‫األراضى واألمالك "الدائــرة" وطبقا للتصاميم والمخططات المعتمدة‬
‫من الجهات المختصة‬.
Estimated Cost of Construction:

Estimated Sales Revenue:

)3( ‫المادة‬
Preamble
Whereas, the First Party owns [●] (Developer number ‫ ) س نوات تب دأ بتوقي ع ه ذا العق د‬4 ( ‫م دة ه ذا العق د هي‬ 3.1
[●] ) in [●] , Dubai, with an area of [ * ] Sq. Meters ‫ وسوف تكون فترة اإلنشاء المسموح بها‬،‫للطرف الثاني‬
referred to hereafter as “the Plot” as marked in the Title
Deed as attached in Schedule A as being part of this .‫ شهرا على األقل‬48
contract; and

Whereas, the Second Party would like to utilize the Plot )4( ‫مادة‬
for a period of four (4) years by constructing on it for the -------------------- ‫تطوير قطعة االرض بعد خصم‬
purposes of onward sale or lease of units in the building.
‫تكاليف لتطوير و الحفاظ على عشرة في‬
Now and therefore, both parties, in their legal capacity, ‫ا‬--------------------------
agree on the followings clauses;

Clause (1) )5( ‫مادة‬

The preamble above is part of this contract.
‫يلتزم الطرف االول بتوفير كل المستندات واالوراق الثبوتية للطرف‬
Clause (2) ‫الث اني عن الوض ع الق انوني لقطع ة االرض وبم ا يثبت أن االرض‬
First Party agrees that Second Party constructs on the ‫ أو المقيد حسب األحوال‬/‫مناسبة الغراض التمليك الحر‬.
Plot owned by the First Party in accordance with the
Title Deed and affection plan issued by the Dubai Land
Department “the Department” according to the designs )6( ‫المادة‬
approved by relevant authorities.
‫يلتزم الطرف الثاني – فضال عن التزاماته األخرى المنصوص‬
Clause (3) ‫ بما يلي‬-‫عليها فى هذا العقد‬:
The duration of this contract is 4 years starting from the
date of signing of this contract and there will be at least
48 months allowed for the construction. ‫تش ييد مبانـي جدي دة علي قطع ة األرض رقمي موع د‬ )‫أ‬

Clause (4) ‫) سنوات من تاريخ هذا العقد ويتحمـل الطرف‬4( ‫أقصـاه‬

Upon the completion of the Project the Parties agree to .‫الثانـي وحده كافة التكاليـف والمصـاريف الالزمـة لذلك‬
do matters in terms of the Joint Development
Agreement.
‫مراعـاة الق وانين واألنظمـة المحلي ة ال تي تنطبـق على‬ )‫ب‬
Clause (5)
‫قطع ة األرض والمبـاني ال تي ستـقام عليـها بم ا في ذل ك‬
First Party commits to providing all documentation to
Second Party regarding the legal status of the Plot and . ‫القوانين وأنظمة البيئة والصحة والسـالمة‬
whatever proves that it is suitable for freehold sale
and/or leasehold development.
‫فتح حس اب ض مان للمش روع يخص ص حص ريا القام ة‬ )‫ت‬

48
Clause (6) ‫المش روع طبق ا للنظم المعم ول به ا ل دى مؤسس ة التنظيم‬
The Second Party agrees to, in addition to its other
commitments in this contract, the following: )‫العقارى (المؤسسة‬

a. Constructing new building(s) on the Plot not later

than 4 years from the date of this contract and ‫الحص ول على الموافق ات الالزم ة من المط ور الرئيس ى‬ )‫ث‬
agrees to bear all necessary costs towards this. ‫والبلدي ة والمؤسس ة وانج از النس بة المطلوبة من أعم ال‬

b. Comply and adhere to all local laws applicable to ‫التش ييد قب ل األعالن عن بي ع وح دات المش روع للغ ير‬
the Plot and the building(s) to be constructed .‫حسب القوانين‬
upon it including HSE requirements.

c. Open an escrow account dedicated to the ‫ربط الدفعات باألنجاز واعتماد جدول الدفعات من‬ )‫ج‬
project according to the regulations of RERA. .‫المؤسسة‬

d. Obtain the necessary approvals from the Master

Developer, the Municipality & RERA and ‫تسجيل عقودات بيع الوحدات على الخارطة لدي الدائرة‬ )‫ح‬
complete the required percentage of enabling
works before selling on the units of the project
‫إتف ق الطرف ان وأك دا أن الط رف الث اني يق وم بمهام ه في‬ )‫خ‬
as per ongoing requirement.
. ‫وكيل للطرف األول‬/‫هذه اإلتفاقية كمدير‬
e. Link the payments to construction and certify the
payment schedule by RERA.
)7( ‫المادة‬
f. Register off plan sales contracts at the ‫يلتزم الطرف األول بالتوقيع على كافة األوراق الالزمة بما في ذلك‬
Department.
‫توكي ل خ اص للط رف الث اني لتس هيل اس تغالل الط رف الث اني‬
g. Both Parties have agreed and confirm that the ‫واس تثماره لقطع ة األرض بم ا في ذل ك األوراق الالزمـة إلستص دار‬
Second Party performs functions under this
agreement as an agent of the First Party. ‫جمي ع ال رخص والتص اريح الالزم ة لبنـاء مب ان جدي دة على قطـعة‬
‫األرض وللطرف الثاني حق تمثيل الطـرف األول أمام كافــة الجـهات‬
Clause (7)
The First Party commits to sign all necessary ‫الحكومية في المعامالت المتعلقة بقطعة األرض والمباني التي ستقام‬
documentation including authorizing the Second Party to ‫عليــها في حـدود ما يلزم إلنشاء المباني الجديدة وتمليكها أو تاجيرها‬
facilitate its utilization and investment of the Plot
including documentation required to issue all permits ‫للغ ير وفي حال ة ح دوث أي معوق ات للط رف الث اني في س بيل‬
and licenses to construct all new building(s) on the Plot. ‫الحص ول على ال تراخيص واألذون ات الالزم ة ألغ راض ه ذا العق د‬
The Second Party has the right to represent the First
Party at all governmental agencies and in all matters ‫يل تزم الط رف األول بتق ديم كاف ة المس اعدات بص فته المال ك لت أمين‬
related to the Plot and the building(s) to be constructed ‫ كم ا‬، ‫الحص ول على ال تراخيص واألذون ات والموافق ات وغيره ا‬
upon it to the limit required to construct building(s) and
‫يتعهـد الط رف األول بع دم التع رض للط رف الث اني في اس تغالله‬
onward selling or leasing them.
The First Party further commits to extending necessary ‫وحيازته لألرض وما سيقام عليها من بناء جديد طوال مدة هذا العقد‬
assistance and support in case the Second Party faces
‫وعدم التصرف في األرض وما سيقام عليـها من مبانـي جديدة بأي‬
any hurdles in obtaining the licenses and permits
required for the purpose of this contract. The First Party ‫شكل من األشـكال للغـير أثناء سريـان هذا العقد‬.
also agrees not to interfere with the Second Party’s
utilization and development of the Plot for the duration of
this contract and further not to enter in any other )8( ‫المادة‬
contract with any other party regarding this Plot or any
‫يحق للطرف الثاني إجراء أي تعديالت في المباني خالل مدة العقد‬
new building(s) on it for the duration of this contract.
‫دون الرجوع الى الطرف األول وال يحق للطرف األول التدخل في‬
Clause (8) ‫المخطط ات والرس ومات الخاص ة بإنش اء المب اني او أي تع ديالت‬
The Second Party has the right to make any changes to
the building(s) during this contract without reverting to ‫عليها‬.
the First Party.
The First Party shall not interfere in the drawings related

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to the construction of building(s) or any changes on it. )9( ‫المادة‬
Clause (9) ‫أتف ق الطرف ان على أن ه بع د أقام ة البن اء والحص ول على ش هادة‬
Both parties agree that after completing the construction ‫األنجاز من الس لطات المختصة وتس جيل وحداته لدى الدائرة تؤول‬
and obtaining the completion certificate from relevant
authorities and registering the units at the Department, ‫ملكية األرض والبناء المقام عليها الى مشترى الوحدات طبقا لقانون‬
the ownership of the Plot and the building(s) upon it ‫الملكية المشتركة ولوائحه التنفيذية مالم تنص عقود البيع المبرمة مع‬
shall transfer to the individual purchasers of the units in
accordance with the joint ownership law and it is ‫ وينطب ق ذل ك على ح ق األنتف اع أو‬,‫المش ترين على خالف ذل ك‬
executive guidelines so long as the sales & purchase ‫ س نة م ع مراع اة األحك ام الخاص ة به ذه‬99 ‫األيج ار لم دة ال تج اوز‬
agreements with the respective purchasers is not in
conflict with this. Also the units shall be distributed to the ‫الحقوق‬.
First and Second Party in accordance with the
provisions of the Joint Development Agreement. This
will also be applicable to “right of use” or leasing no
longer than 99 years in accordance with the laws )10( ‫المادة‬
regarding this.
‫) ال يج وز الي من‬3( ‫على ال رغم مم ا ورد فى الم ادة‬ .1
Clause (10) ‫الط رفين المطالب ة بانه اء العق د خالل م دة س ريانه وال‬
1. Notwithstanding of what is mentioned in clause
‫ينتهى العق د اال بع د أقام ة البن اء وتس جيل وحدات ه ل دى‬
(3) no party has the right to terminate this
contract during the validity of it. Furthermore, the ‫ال دائرة باس ماء المش ترين طبق ا للنظم المعم ول به ا ل دى‬
contract only expires after constructing the
.‫الدائرة‬
building(s) and registering the purchasers at the
Department in accordance with its rules and
regulations.

2. The land owner and the developer are jointly ‫يعتبر كل من مالك األرض و المطور ملتزمين بالتضامن‬ .2
liable to complete the project and hand over
‫لتنفي ذ المش روع وتس ليم وحدات ه للمس تثمرين ال ذين أوف وا‬
units to investors who comply with the terms and
conditions of the Sale and Purchase Agreement. .‫بالتزاماتهم التعاقدية‬

Clause (11)
The official address for notifications for both parties is as )11( ‫المادة‬
mentioned above and remains the same until either
parties informs the other in writing. ‫المقر الرسمى المختار للطرفين للتبليغات هو العنوان المبين‬
‫بديباجة هذا العقد بعد اسم كل منهما ما لم يخطر أحد الطرفين‬
Clause (12)
Both parties agree to arbitrate RERA being as in ‫اآلخر بتغيير عنوانه خطيا‬.
unbiased facilitator. In the event that either party refuses
the suggesting arbitration the matter shall be forwarded
to the Dubai International Arbitration Center in )12( ‫المادة‬
accordance with it is rules and regulations. ‫وافق الطرفان على أنه فى حالة نشوء نزاع بينهما حول تفسير أو‬

This contract issued in three originals, one for each ‫ تتم تسويته وديا لدى المؤسسة باعتبارها وسيط‬,‫تنفيذ هذا العقد‬
party and the third for official use. ‫ وفى حالة عدم قبول الطرفان بالتسوية المقترحة من‬,‫محايد‬
‫المؤسسة يحال األمر الى التحكيم وفقا للنظام المعمول به لدى مركز‬
Signed for and on behalf of the First Party by: ‫ دبي الدولى للتحكيم‬.

‫ نسخة بيد كل طرف للعمل بموجبها‬,‫حرر هذا العقد من ثالث نسخ‬

‫والنسخة الثالثة لإلستعمال الرسمي‬.
__________________

Signed for and on behalf of the Second Party by:

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 SCHEDULE 5

TITLE DEED &AFFECTION PLAN

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