Outsourcing Services Contract

Congratulations!
ABM Global Compliance is pleased to appoint you as Outsource “Compliance Consultant”

This outsourcing services contract is entered and agreed upon as of 20/10/2023 and takes
place between:
Mrs. Samreen Naz is a Compliance Consultant in Individual Capacity based in Pakistan,
who is thereafter known as ‘Service Provider’
AND
Mr. Abm Ashabul Hossain, Director of ABM Global Compliance (UK) Ltd, whose registered
office is at Docklands Business Centre, 10-16 Tiller Road, Canary Wharf, London, United
Kingdom, E14 8PX, who is thereafter known as ‘Client’.

Services
Service provider will perform tasks outlined by the Client and client’s client on the official
email provided by ABM Global Compliance (UK) Ltd related to following services with the
stipulated time frame mentioned by the Client for each task:
 Assisting in the Preparation of AML Policies
 Preparation of Licensing Applications
 Preparation of Training materials
 Preparation of the Regulatory Reporting
 Payment institutions licensing Application for UK and EEA Clients
 Assisting in Document Drafting for New Applications.
 Assisting in drafting of Presentations
 Assist in preparation of Risk Assessment.
 Other related tasks as and mentioned by Client when required

Deliverables
Within the stipulated time frame provided by Client or Client’s staff, service provider will
complete the task as mentioned in the email and deliver the deliverables to the client.

Payment
All invoices shall be due on a net-30 basis. Service Provider is specially allocated for the client
and the monthly invoices will be Net 70,000 PKR from the date of agreement.

Terms and Conditions

1. Retained Rights. All rights, titles, and interest in and Pre-Existing Intellectual Property
is the property of Client irrespective of any disclosure of such Pre-Existing Intellectual
Property to the other party, subject to any licenses granted for the task.
2. Ownership of Deliverables. Subject to Provider and third-party rights in Pre-Existing
Intellectual Property, all Deliverables, despite status are property of Client. Service
Provider agrees that client will own all certificates, utility models or other rights
covering the Deliverables and will have full rights to use the Deliverables without claim
for additional compensation and without challenge, opposition or interference by said
Provider and will cause each of its personnel to, waive their respective moral rights
therein.
3. No Rights to Client’s Intellectual Property. Except for the limited license to use
materials provided by Client as may be necessary in order for Service Provider to
perform Services under this Contract, Provider is granted no right, title, or interest in
any Client’s Intellectual Property.
4. Confidential Information. For purposes of this Contract, “Confidential Information”
shall mean information or material proprietary to a Party or designated as confidential
by such Party (the “Disclosing Party”), as well as information about which a Party (the
“Receiving Party”) obtains knowledge or access, through or as a result of this Contract
(including information conceived, originated, discovered or developed in whole or in
part by Service Provider hereunder). Confidential Information does not include:
a. information that is or becomes publicly known without restriction and without
breach of this Contract or that is generally employed by the services at or after
the time the Receiving Party first learns of such information.
b. generic information or knowledge which the Receiving Party would have
learned in the course of similar employment or work elsewhere in the services.
c. information the Receiving Party lawfully receives from a third party without
restriction on disclosure and without breach of a nondisclosure obligation.
d. information the Receiving Party rightfully knew prior to receiving such
information from the Disclosing Party to the extent such knowledge was not
subject to restrictions on further disclosure; or
e. information the Receiving Party develops independent of any information
originating from the Disclosing Party.
5. Client Confidential Information. The following constitute Confidential Information of
Client and should not be disclosed to third parties: the Deliverables, concepts,
software specifications, techniques, models, data source files and documentation,
materials, marketing and development plans, price lists, pricing policies and financial
information, this Contract and the existence of this Contract, and any work
assignments authorised or issued under this Contract.
6. Non-Disclosure. The Parties hereby always agree that during the term hereof and
thereafter, and except as specifically permitted herein or in a separate writing signed
by the Disclosing Party, the Receiving Party shall not use, commercialise or disclose
Confidential Information to any person or entity. Upon termination, or at any time
upon the request of the Disclosing Party, the Receiving Party shall return to the
Disclosing Party all Confidential Information, including all notes, data, reference
materials, sketches, drawings, memorandums, documentations and records which in
any way incorporate Confidential Information.
7. Right to Disclose. With respect to any information, knowledge, or data disclosed to
Client by the Service Provider warrants that the Service Provider has full and
unrestricted right to disclose the same without incurring legal liability to others, and
that Client shall have full and unrestricted right to use and publish the same as it may
see fit. Any restrictions on Client’s use of any information, knowledge, or data
disclosed by Provider must be made known to Client as soon as practicable and in any
event agreed upon before the start of any work. Service Provider represents that its
execution and performance of this Contract does not conflict with or breach any
contractual, other obligations in which provider is committed too.
8. Client may terminate this Contract for its convenience upon 30 days prior written
notice to Service Provider with payment of any invoices due. Service Provider may
 terminate this Contract upon 30 days prior written notice provided there are no
deliverables in progress during that period. Client may terminate this Contract and/or
any open projects immediately for cause if the Provider fails to perform any of its
obligations under this Contract or if a breach of any the warranties provided herein
and fails to correct such failure or breach to Client’s reasonable satisfaction within ten
(10) calendar days (unless extended by Client) following notice by Client. Client shall
be entitled to seek and obtain all remedies available to it in law or in equity upon
termination of any project or work given Service Provider hereunder, Provider will
immediately provide Client with any and all work in progress or completed prior to the
termination date. As Client’s sole obligation to Provider resulting from such
termination, Provider shall promptly return to Client all materials and or tools
provided by Client under this Contract and all Confidential Information provided by
Client. Any provision or clause in this Contract that, by its language or context, implies
its survival shall survive any termination or expiration of this Contract. Service Provider
warrants that: the Services and Deliverables are original and do not infringe upon any
third party’s proprietary rights, it will perform the Services hereunder in a professional
and workmanlike manner, the Deliverable provided to Client are new, of acceptable
quality free from defects in material and workmanship and will meet the requirements
and conform with any specifications agreed between the parties, it has all necessary
permits and is authorised to do business in all jurisdictions where Services are to be
performed, it will comply with all applicable federal and other jurisdictional laws in
performing the Services, it has all rights to enter into this Contract and there are no
impediments to the ability of execution of this Contract.

Except as set forth in this section below, in no event will either party be liable for any
special, indirect, incidental, or consequential damages nor for loss of data, profits or
revenue, cost of capital or downtime costs, nor for any exemplary or punitive damages,
arising from any claim or action, incidental or collateral to, or directly or indirectly related
to or in any way connected with, the subject matter of the agreement, whether such
damages are based on contract, tort, statute, implied duties or obligations, or other legal
theory, even if advised of the possibility of such damages.
Notwithstanding the foregoing, any purported limitation or waiver of liability shall not
apply to contractor’s obligation under the indemnification or confidential information
sections of this agreement or either party’s liability to the other for personal injury, death,
or physical damage to property claims.

Inspection and Acceptance

1. Non-Conforming Services and Deliverables. If any of the Services performed or
Deliverables delivered do not conform to specified requirements, Client may require
the Service Provider to perform the Services again or replace or repair the non-
conforming Deliverables in order to bring them into full conformity with the
requirements, at Provider’s sole cost and expense. When the defects in Services
and/or Deliverables cannot be corrected by re-performance, Client may:
a. require the necessary action to, at Service Provider’s own cost and expense, to
ensure that future performance conforms to the requirements and/or
 b. reduce any price payable under the applicable project to reflect the reduced
value of the Services performed and/or Deliverables delivered by Provider and
accepted by Client.
2. If Service Provider fails to promptly conform the Services and/or Deliverables to
defined requirements or specifications, or act deemed by Client to be sufficient to
ensure future performance of the project in full conformity with such requirements,
Client may
a. by contract or otherwise, perform the services or subcontract to another
Provider to perform the Services and reduce any price payable by an amount
that is equitable under the circumstances and charge the difference in re-
procurement costs back to Service Provider and/or
b. terminate the project and/or this Contract for default.

Miscellaneous
1. Governing Law. The Parties shall make a good-faith effort to amicably settle by mutual
agreement any dispute that may arise between them under this Contract. The
foregoing requirement will not preclude either Party from seeking injunctive relief as
it deems necessary to protect its own interests. This Contract will be construed and
enforced in accordance with the laws of the Union Territory of Islamabad, excluding
its choice of law rules.
2. Severability. The Parties recognise the uncertainty of the law with respect to certain
provisions of this Contract and expressly stipulate that this Contract will be construed
in a manner that renders its provisions valid and enforceable to the maximum extent
possible under applicable law. To the extent that any provisions of this Contract are
determined by a court of competent jurisdiction to be invalid or unenforceable, such
provisions will be deleted from this Contract or modified to make them enforceable
and the validity and enforceability of the remainder of such provisions and of this
Contract will be unaffected.
3. Independent Contractor. Nothing contained in this Contract shall create an employer
and employee relationship, a master and servant relationship, or a principal and agent
relationship between Service Provider and Client. Client and Service Provider agree
that the Provider is, and always during this Contract shall remain, an independent
contractor.
4. Force Majeure. Neither Party shall be liable for any failure to perform under this
Contract when such failure is due to causes beyond that Party’s reasonable control,
including, but not limited to, acts of state or governmental authorities, acts of
terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and
prolonged shortage of energy. In the event of such delay the date of delivery or time
for completion will be extended by a period reasonably necessary by both Service
Provider and Client. If the delay remains in effect for a period more than thirty days,
Client may terminate this Contract upon written notice of 30 days to Service Provider.
5. Service Provider will be working from Home and is liable to report to the reporting
officer in the London office and is not allowed to contact the client’s client
independently unless approved by the Client Manager.
6. Service provider is not allowed to setup the Independent Organization using ABM
Global Name and Brand.
 7. Service provider is liable to obtain the written approval in case of offering services
to competitor of ABM Global Compliance.
8. Service provider can’t offer any service to the ABM Clients in independent Capacity.
9. Service provider will be working from Home the normal operational Hours will be
09:00 AM to 05:00 PM Canadian Standard time. Any change in Working Hours will
be Subject to Approval of the Management.

Signature
By providing signatures below both parties are accepting all terms and conditions listed above
as well as confirming all deliverables and services within said contract are true and agreed
upon.

Mrs. Samreen Naz

Service Provider

ABM Ashabul Hossain

Director (ABM Global Compliance (UK) Ltd)
- Client