JOINT VENTURE AGREEMENT

JOINT VENTURE AGREEMENT BETWEEN XXXXXXXXX AND XXXXXXXXX

JV REFERENCES CODE: DATE:

This agreement IS ENTERED INTO BY AND BETWEEN XXXXXXXXXXXXXXXXXXXXXXXXXAND

XXXXXXXXXXXXX FULL ADDRESS XXXX COUNTREY REPRESENTED BY XXXXX

COMPANIES NAME

FULL ADDRESS

REFERENCE CODE

BOTH SIGNATORIES REPRESENT BEING DULY AUTHORIZED BY THEIR RESPECTIVE CORPORATIONS TO

LEGALLY ENTER THIS LAWFULLY BINDING AGREEMENT IN REPRESENTATION THEREOF.

HEREEINAFTER REFERRED TO INDIVIDUALY AS ( THE PARTY ) OR ( THE PARTIES )

RECITALS

WHEREAS

1. PARTY 1 IS INTERESTED IN PROJECTS IN KSA SAUDI ARABIA AND HAS SPECIAL INTREST PARTS
OF THE NEOM PROJECTS .
2. PARTY 1 WILL WORK TOGETHR WITH PART2 AS PARTNERS.
3. PARTY 2 WILL INTRODUCE PARTY 1 TO THE DECISION MAKERS OF THE PROJECTS IN KSA SAUDI
ARABIA WITH THE INTENTION TO ACQUIRE PROJECTS FOR PARTY 1
4.PARTY 2 will receive a fee for services that lead to irrevocable signed contracts in KSA
5. The collaboration between PARTIES IS non-exclusive.

Taking into consideration above mentioned PARTY 1 and PARTY 2 want establish a joint venture
(the agreement) for purposes as mentioned in bullets 1 till 4.

In consideration of the mutual covenants and conditions set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
PARTIES, intend to be legally bound, hereby agree as follows:

1.the recitals set forth above are true and correct.

2.subject to the terms and conditions in this agreement, the PARTIES hereby establish a
contractual relationship (herein the venture) for the purpose of acquiring projects as part of the
NEOM project in KSA
3.PARTY 2 will primarily develop the market and PARTY 1 will primarily provide the services and
assist PARTY 1 in the communication with the decisionmakers on project progress.

4.PARTIES will work together as partners in KSA this implies that PARTIES will communicate
openly on ongoing projects, acquisitions, sales and establish a relationship not only but primarily
based on good faith

5.PARTY 1 is solely responsible for all final arrangements with the decision makers. PARTY 2 is
assist if requested and is primarily responsible for maximizing the opportunities and preparing
the singing of contracts.

6. PARTY 2 will receive a fixed fee of 1% of the project value. The payment will be done by PARTY
1 after irrevocable signing of the contract with the authorized decisionmakers and finalized
funding structure.

7. This agreement establishes a contractual relationship by and among the PARTIES and does not
constitute a separate legal entity. None of the parties is an officer, shareholder, employee or
affiliate of the other obligation by or on behalf of the other PARTY, and no PARTY is authorized to
unilaterally enter into any agreement or make any contractual or legal obligation by or on behalf
of the other PARTY

8. this agreement shall be governed by Dubai Law at an agreed venue, without regard to its
conflict of law's provisions.

9. this agreement constitutes the definitive and final agreement of the PARTIES and supersedes
any and all preceding agreements, contracts drafts and negotiations (whether oral or written)

10. any PARTY to this agreement including their successors agrees in writing to be bound by all of
the terms and conditions of this agreement.

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JOINT VENTURE USC AND Abdulaziz AI-Ghamdi CONCERNING PROJECTS IN KSA

11. The PARTIES agree that they:

Will not in any manner solicit, nor accept any business from any party or entity, which was made
available by the other PARTY through this Agreement, without the expressly written permission
of the said PARTY.

b. Will maintain complete confidentiality regarding the business sources and/or Affiliates
released and will disclose such confidential business sources only with the prior expressly written
permission of the said PARTY.

c. Will not disclose names, addresses, email addresses, telephone and tele-facsimile or telex
numbers of any contacts released by either PARTY to ANY third parties and stipulate that such
contacts are the exclusive property of the Joint Venture's introducing party, and that they will not
enter into any direct negotiations or transactions with such contacts unless authorized in writing
by the introducing party;

d. Will not enter into business transactions with banks, investors, sources of funds or other
bodies, the names of which have been provided by the other PARTY, unless written permission
has been obtained from the introducing PARTY. For the purpose of this Agreement, it does not
matter whether information is obtained from a natural person or a legal entity. The PARTIES also
undertake not to make use of any third party to circumvent this clause.

e. This Agreement is effective upon execution by both PARTIES, and remains in effect until both
PARTIES agree to dissolve it. Even then, this Agreement will extend until such time as the last
portion of the Contracted Product is sold to the customer / client and the sale proceeds are
disbursed as provided in this Agreement.

f. This Agreement embodies the entire agreement of the PARTIES hereto, and no representations,
inducements or agreements, oral or otherwise, between the PARTIES not contained in this
Agreement shall be of any force or effect. This Agreement may not be amended or modified,
waived or terminated, except by a written instrument executed by the authorized
representatives of all of the PARTIES hereto.

g. The unenforceability, invalidity or illegality of any provision of this Agreement shall not render
the other provisions hereof unenforceable, invalid or illegal, but any unenforceable, invalid or
illegal provision shall simply be stricken from the Agreement and all of the other terms and
conditions of the Agreement shall remain in full force and effect.

h. The consideration stated herein is contractual and not a mere recital. The PARTIES hereto
execute and deliver this Agreement after being fully informed of its terms, contents, and legal
effect, and each represents that it has been fully advised by counsel concerning their rights with
respect to the execution of this Agreement, and that no compromise or representation of any
kind other than contained herein has been made to any of them, and that the giving of the
consideration mentioned above represents all of the money and/or other consideration to be
paid to or given on behalf of any of them.

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 JOINT VENTURE USC AND Abdulaziz Al-Ghamdi CONCERNING PROJECTS IN KSA

I. This Agreement may be pleaded as a full and complete defense to and may be used as a basis
for an injunction against, any action, suit or other proceeding that may be instituted, prosecuted
or attempted by any PARTY hereto against the other, except as otherwise specifically provided
.herein
j. The PARTIES hereto certify that they have read this Agreement in its entirety, have consulted
with or had the opportunity to consult with competent counsel as to the meaning and intent of
the terms and conditions contained herein (or knowingly waived the opportunity to do so),
execute this Agreement having complete understanding of the consequences hereof, and are
legally entitled by company statute or in possession of a corporate resolution from their
respective corporations authorizing them to execute this Agreement on behalf of their respective
.party
k. The PARTIES agree and acknowledge that this Agreement is the result of their mutual efforts
and that they are both drafters of this Agreement, and that no court, arbitrator or other
adjudicating entity shall construe the terms of this Agreement against any PARTY as a result of its
authorship.
l. All notices required to be given by the terms of this Agreement to any PARTY shall be deemed
to have been received within Five (5) business days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, or personally delivered to the
addresses of the party set forth in this Agreement. A copy of all notices shall be sent via e-mail.
The address for each PARTY is as follows, and may be changed at any time by written notice to all
:PARTIES
M. The second party is not responsible for any financial or legal obligation or any breach by the
first party in the contracts, and the 1% is considered as the effort for the consulting and providing
.projects only
N. Term of this contract 5 (Five) years from the Date of the activation of this contract with roll
and extension as per the needed of the work.
)xxxxxxxxxxxxxx) email address
O. The PARTIES are each bound by this Agreement and the partners, successors, executors, .0
administrators, and legal representatives of them, and their assignees are hereby bound to the
other party to this Agreement and to the partners, successors, executors, administrators, and
legal representatives (and all said assignees) of such other party, in respect of all covenants,
agreements, and obligations of this Agreement. The rights and liabilities of the PARTIES hereto
shall bind and inure to the benefit of their respective successors, assigns, heirs, executors, and
administrators, as the case may be, except that either PARTY may sublet, assign or otherwise
transfer this Agreement and/or any part hereof, or any of the obligations due hereunder,
(including, but without limitation, any monies which may become due hereunder) upon notice to
the other PARTY. Unless neither provided in any written consent to an assignment of rights under
this

)PARTY 1( 2023/01/6 )PARTY 2( 2023/01/07

JOINT VENTURE USC AND Abdulaziz AI-Ghamdi CONCERNING PROJECTS IN KSA

Agreement, no assignment shall in any way release or relieve the assigning PARTY from the
fulfilment of its obligations under this Agreement nor shall it discharge the assignor from any
duty or responsibility under this Agreement. Unless expressly provided otherwise in this
Agreement, nothing in this Agreement shall be construed to create, impose or give rise to any
duty owed by Contractor to any other person, corporation, firm or entity, or to Surety, or give any
rights in or benefits under this Agreement to any person, corporation, firm or entity other than
the PARTIES hereto.
p. The PARTIES hereto each agree that they will execute any documents necessary to achieve the
purposes of this Agreement.
q. This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original and all of which shall constitute one and the same agreement. A signature of this
Agreement delivered by tele-facsimile, internet and/or copy or other electronic means shall be
deemed valid. PARTIES retain the right to request from the other PARTY originals of any
otherwise transmitted documents.
r. All disputes arising out of this Agreement shall be resolved as follows:
i. Both PARTIES agree that differences between them shall be first discussed by both PARTIES
who will try to solve the dispute or differences in an amicable manner.
ii. In the event that they are unable to resolve their dispute, then either PARTY may submit the
unresolved dispute to arbitration in accordance with the then-existing arbitration rules of the
Court in Dubai. Any demand for arbitration shall be filed with the Hague office of the agreed
venue, and any arbitration hearings shall be held at such agreed venue. Each party will designate
one arbitrator, and those two will then meet and name the third arbitrator, who shall preside
over the proceedings. Any award shall be specifically enforceable under the ICC Arbitration Act,
and judgment on any such award may be entered in any court with competent jurisdiction there
over. During the tendency of any negotiations, arbitration or other dispute, both PARTIES shall
continue to perform their respective portions of this Agreement. It is expressly agreed to by the
PARTIES that their PARTY- appointed arbitrators will not have to be neutral; however, the third
arbitrator shall be neutral.
iii. In so agreeing the PARTIES expressly waive their right, if any, to a trial of these claims and
further agree that the award of the arbitrator shall be final and binding upon them as though
rendered by a court of law and enforceable in any court having jurisdiction over the same. In
witness whereof, the PARTIES have executed this Agreement as of the day and year set forth
herein.

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 JOINT VENTURE USC AND Abdulaziz A|-Ghamdi CONCERNING PROJECTS IN KSA

SIGNATURE PAGE

For PARTY 1

Mr. A. Hajjari, CEO

For PARTY 2

Abalulaziz Alghamdi

6/01/2023 (PARTY 1). 01/01/2023 (PARTY 2)

 JOINT VENTURE USC AND Abdulaziz AI-Ghamdi CONCERNING PROJECTS IN KSA
THIS CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT ("Agreement") is made with effect
from the January .., 2023 ("Effective Date")
:PARTIES
.USC International. Hereinafter referred to as the First Party
.Abdulaziz Al-Ghamdi On Behalf of the Group Hereinafter referred to as the Second Party
."each referred to in this Agreement as a "Party" and collectively as the "Parties
IN CONSIDERATION OF THE COVENANTS AND PROMISES IN THIS AGREEMENT THE PARTIES
:AGREE AS FOLLOWS
Definitions
Affiliate" shall mean either a person or any business entity from time to time controlling, "
controlled by, or under common control with, either Party, where "control" of an entity means
.the ability, directly or indirectly, to influence and direct the affairs of that entity
to such receipt; (ill) becomes available to the Receiving Party or its Representatives on a non.
confidential basis from a third party, provided that said Receiving Party did not know, or have
reason to believe, after reasonable investigation, that such third party was subject to an
.obligation not to disclose such information; ("Excluded Information")
.Disclosing Party" means that Party who discloses Confidential Information to Receiving Party"
Purpose" means the for the purpose of"
.generating business as partners in KSA
Receiving Party" means that Party who receives the Confidential Information of Disclosing"
Parva
Confidential Information" shall mean any information which has been or will be supplied or "
made available directly or indirectly by the Disclosing Party to the Receiving Party for the
Purpose, which is generally considered by the Disclosing Party to be commercially sensitive,
confidential or trade secret, whether or not marked confidential, private or otherwise, including
but not limited to copyright material supplied under restrictive license, business plans, product
development details, business solutions, technical or business specifications, products, design
and development details, methodologies, names sensitive information, programs and nature of
such program pertaining to Disclosing Party and/or customers marketing information.
Confidential Information does not include such information that (i) is or becomes generally
available in the public domain through no fault of the Receiving Party or its directors, employees,
sub-contractors, advisors, partners, affiliate and consultants, (Representatives); (a) was rightfully
known to the Receiving Party or its Representatives without limitation on disclosure prior
Handling of Confidential Information
2.1
Receiving Party shall maintain the Disclosing
Party's Confidential Information in confidence and shall exercise in relation thereto no lesser
security measures and degree of care (including following relevant policies on confidentiality and
protection of confidential and/or commercially sensitive information) than those which Receiving
Party applies to its own confidential information but in no event shall the Receiving Party
exercise less than a reasonable degree of care. Receiving Party shall ensure that disclosure of
such Confidential Information is restricted to its or its Affiliate's employees, officers, directors,
agents or advisors

.(PARTY 1). 2023/01/6 (PARTY2) 2023/01/07

 JOINT VENTURE USC AND Abdulaziz Al-Ghamdi CONCERNING PROJECTS IN KSA
(collectively "Representatives") who have a legitimate need to know for the fulfilment of the
Purpose of this Agreement, who have been instructed to keep the Confidential Information
confidential, and (in the case of employees, officers or directors of the Receiving Party), who
have signed a written agreement (such as their employment agreements) obligating them to
protect the Confidential Information and (in the case of agents or advisors), who are obligated
under rules of professional conduct. When Receiving Party is an individual, Receiving Party has
no right to disclose said Confidential Information unless explicitly provided for in this Agreement
.as part of the Purpose
2.2
Copies of the Confidential Information shall not be made except to the extent reasonably
.necessary for the Purpose and all copies made shall be the property of Disclosing Party
2.3
In the event that the Receiving Party is required by law, regulation or court order to disclose any
Confidential Information, such Receiving Party shall notify the Disclosing Party in writing at least
five
days prior to making any such disclosure to the extent that it is able to do so in order to )5(
facilitate the Disclosing Party seeking a protective order or other appropriate remedy from the
proper authority. The Receiving Party agrees to co-operate with the Disclosing Party in seeking
such order or other remedy. The Receiving Party further agrees that if the Disclosing Party is not
successful in precluding the requesting legal body from requiring the disclosure of the
Confidential Information, it will furnish only that portion of the Confidential Information which is
legally required and will exercise all reasonable efforts to obtain reliable assurances that
.confidential treatment will be accorded to the Confidential Information
3
Limitations and Warranty
3.1
:Receiving Party shall
not divulge the Disclosing Party's Confidential Information, in whole or in part to any third 3.1.1
;party, except in accordance with the terms and conditions of this Agreement
use the Disclosing Party's Confidential Information only for the Purpose; and 3.1.3 make 3.1.2
no commercial use of the Disclosing Party's Confidential Information or any part thereof without
the prior written consent of the Disclosing Party. Receiving Party shall not be entitled to make
any disclosure of the Disclosing Party's Confidential Information to a third party except where the
Disclosing Party has provided its prior written consent to the Receiving Party on condition that
the Receiving Party enters into an obligation of confidence with any third party on terms no less
onerous than under this Agreement
 3.2
The Parties agree that, in the event of a breach or threatened breach of this Agreement,
damages would not be an adequate remedy and Disclosing Party shall be entitled to seek a
temporary restraining order and/or a preliminary injunction without bond, and thereafter to
seek a permanent injunction or such other equitable remedies as applicable in the United
Kingdom and no proof of special damages shall be necessary for the enforcement of rights under
.this Agreement
3.3
Receiving Party agrees that it is fully responsible for the actions of its Representatives with
respect to the Confidential Information, whether or not such Representative was acting within
the scope of his or her employment or engagement. Receiving Party agrees to be responsible to
Disclosing Party for any damages, costs or expenses (including court costs and reasonable legal
.fees) suffered by Disclosing Party as a result of any breach of this Agreement by Receiving Party
3.4
Nothing in this Agreement shall be deemed to exclude or limit liability for fraud or fraudulent
misrepresentation or for any other form of liability which may not be excluded by contract under
.applicable laws
Non-Compete and Non-Circumvention
4.1
Receiving Party agrees not to use confidential information obtained from the Disclosing Party to
compete in any way directly or indirectly with the

... )PARTY 1( 2023/01/6 )PARTY 2( 2023/01/.07

JOINT VENTURE USC AND Abdulaziz AI-Ghamdi CONCERNING PROJECTS IN KSA
business of the Disclosing Party during the term of this Agreement and for three (3) years after
.Termination or expiry of this Agreement
4.2
Receiving Party agrees not to use any confidential information to solicit directly or indirectly any
customer or contractor of the Disclosing Party during the Term of this Agreement and for three
.(3) years after Termination or expiry of this Agreement
4.3
Receiving Party agrees that all
correspondences and financial offers have to be shared and agreed upon by the Disclosing Party
.prior to submission to the End User
Notices
5.1
Except as otherwise expressly provided in this
Agreement, no notice from one Party to the other Party shall have any validity under this
Agreement unless made in writing in accordance with this Article
.5
5.2
Any notice required by or in connection with this Agreement shall be in writing and delivered by
hand; sent by certified or registered post or transmitted by facsimile transmission ("Fax") to
:respective address of either party hereabove first stated
5.3
In the absence of evidence to the contrary service of any notice shall be deemed to have taken
:place
;upon personal delivery (if duly signed for by an authorised recipient) 5.3.1
upon delivery (if duly signed for by an authorised recipient) if sent by certified or 5.3.2
registered mail; or
upon completion of a Fax transmission with receipt verified of the correct number of 5.3.3
.pages to the correct Fax number
5.4
Either Party may change its address, fax number or nominated recipient for such service by
.written notice as provided in this Article 5
Employment of Staff
During the term of this Agreement and for three (3) years after its termination or expiry
Receiving Party shall not hire or solicit for employment (directly or indirectly) any employee, or
enter into a contract with any employee or former employee or subcontractor of the Disclosing
.Party
Termination
7.1
This Agreement shall terminate immediately upon written notice of the Disclosing Party to the
Receiving Party or otherwise expire 3 years after the date of signing this Agreement unless
superseded by another agreement. Receiving Party shall have no access to the Disclosing Party's
Confidential Information after termination or expiry whichever is the sooner. In addition to
Articles expressly stated or by their nature required to survive expiry termination, the provisions
.of Articles 1, 2, 3 and 10 shall survive any such expiry or termination
7.2
Upon expiry or termination of this
Agreement, all Confidential Information received or obtained in written or copied form in
whatever media shall, on written request from the Disclosing Party given in accordance with
Article 5, be destroyed by the Receiving Party, unless the Receiving Party is required to retain
such materials pursuant to governing law or the requirements of a UK court of law or
governmental agency. Following receipt of such a written request from the Disclosing Party the
Receiving Party shall certify that all such Confidential Information in tangible form, in whatever
.media has been destroyed within twenty (20) days thereafter
8
Non-Assignment
This Agreement is personal to the Parties and shall not be assigned or otherwise transferred in
.whole or in part without the prior written consent of the other Party
Entire Agreement
This Agreement constitutes the entire
agreement and understanding between the Parties in respect of Confidential Information and
supersedes all previous agreements, understandings and undertakings in such respect. Nothing
in this Article

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 JOINT VENTURE USC AND Abdulaziz Al-Ghamdi CONCERNING PROJECTS IN KSA

.shall be deemed to exclude or limit liability for fraud or fraudulent misrepresentation 9.1
Party under or pursuant hereto shall constitute a waiver by that Party of that or any other right,
power
10
or remedy
Governing Law and Jurisdiction
The interpretation construction and effect of this Agreement shall be governed and construed in
all respects in accordance with the Laws of the UK and the Parties hereby submit to the exclusive
.jurisdiction of the UK Court system
11
Third Parties
13
Publicity
Neither Party shall publicise the fact of this
.Agreement or the subject matter thereof without the prior written consent of the other Party
14
Counterparts
The signatures of the Parties need not appear
No person who is not a Party to this
.Agreement shall have any right or benefit under it
Waiver
on the same copy of this Agreement or any Work Assignment or amendment to this Agreement,
so long
12
as each Party signs at least one copy of this
Agreement (or, as applicable, Work Assignment or
No exercise or failure to exercise, or delay in exercising any right, power or remedy vested in any
.amendment) and the copies contain the same terms and conditions
In addition to the NDA the following. Any business that is derived from the introduction and
.follow up of Party 2, will result into a later to be discussed fee for services
Agreed for and on behalf of

)First Party(
Mr. A. Hajjari CEO

)Second Party(
Mr Abdulaziz Al-Ghamdi

)Authorized Signature( )Authorized Signature(

January 6, 2023
January .., 2023

... )PARTY 1( 2023/01/6 )PARTY 2( 2023/01/07

JOINT VENTURE USC AND Abdulaziz AI-Ghamdi CONCERNING PROJECTS IN
KSA

ATTACHMENT: OPPORTUNITY BOT NOM WORKERS HOUSES

PARTY 2 will receive a yearly participation fee of 2,5% of the total yearly
rental of the projects in the Kingdom of Saudi Arabia.

(PARTY 1) 2023/01/6 )PARTY 2( 2023/01/.07