Standard Clauses

Acknowledgment of Access to Protected Business Information

ACKNOWLEDGMENT OF ACCESS TO PROTECTED BUSINESS INFORMATION By signing or electronically accepting this Contract Offer, the Employee expressly acknowledges and understands that, as a direct result of his/her employment and position, the Employee will be granted access to and become acquainted with commercially sensitive and protected business information, which may include: * Customers, clients and their names, contact details, records and business relationships; * Customer databases, history, preferences and communications; * Suppliers, vendors, referral partners and their contact details and commercial terms; * Pricing, discounts, costs, margins and other commercial information; * Business methods, operational procedures, strategies and trade secrets; * Confidential Information, proprietary systems, software, technology, AI systems, workflows and internal data; and * Other information and business relationships that would not ordinarily be available to the Employee without his/her employment with the Group. The Employee expressly acknowledges that such access is provided because of and in reliance upon the employment relationship and the Employee’s obligations of confidentiality, non-solicitation and, where legally applicable, non-competition. The Employee further acknowledges that unauthorised use of such information or relationships during or after employment could cause material harm to the Employer’s legitimate business interests. BY SIGNING OR ELECTRONICALLY ACCEPTING THIS CONTRACT OFFER, THE EMPLOYEE EXPRESSLY ACKNOWLEDGES THAT HIS/HER POSITION WILL PROVIDE ACCESS TO SUCH PROTECTED INFORMATION AND BUSINESS RELATIONSHIPS AND ACCEPTS THE RELATED CONFIDENTIALITY, NON-SOLICITATION AND LEGALLY ENFORCEABLE NON-COMPETITION OBLIGATIONS SET OUT IN THIS CONTRACT OFFER.

Non-Competition

NON-COMPETITION, NON-SOLICITATION, CONFIDENTIALITY AND PROTECTION OF BUSINESS INTERESTS For the purposes of this Contract Offer, “AAM Group” or “the Group” means Ahmed Asim Al Mahmood Group and, where relevant to the Employee’s duties, responsibilities or access to Confidential Information, any entity, establishment, branch, business, subsidiary, affiliate or associated business under common ownership, management or control with the Group, whether existing on the date of this Contract Offer or established, acquired or reorganised during the Employee’s employment. No individual Group company or trade name is required to be separately identified for these provisions to apply, provided that the relevant business interest is connected with the Employee’s employment, duties, customers, Confidential Information or responsibilities. 1. EMPLOYEE’S EXPRESS ACCEPTANCE The Employee expressly acknowledges and agrees that the provisions contained in this section are material conditions of the Contract Offer and subsequent employment. By signing or electronically accepting this Contract Offer, the Employee expressly confirms his/her acceptance of the non-competition, non-solicitation, confidentiality, intellectual property, data protection and business-protection obligations contained herein. The Employee’s signature or electronic acceptance of the Contract Offer shall constitute his/her express written agreement and acknowledgement of these provisions, without requiring a separate signature on a separate non-competition or confidentiality agreement, unless the Employer requests one. The Employee confirms that he/she has read and understood these provisions and has been given the opportunity to ask questions and obtain independent advice before accepting the Contract Offer. 2. LEGITIMATE BUSINESS INTERESTS The Employee acknowledges that, depending on his/her position, the Employee may obtain access to customers, referral relationships, employees, business partners, Confidential Information, trade secrets, pricing, financial information, commercial strategy, operational systems, technology, software, artificial intelligence systems, proprietary workflows, data and other legitimate business interests of the Group. The restrictions contained herein are intended solely to protect those legitimate business interests and shall apply only to the extent permitted under applicable UAE law. 3. NON-COMPETITION DURING EMPLOYMENT During employment, the Employee shall not, without prior written approval from the Employer, directly or indirectly work for, provide services to, advise, manage, establish, assist or materially participate in any business that directly competes with the business activities for which the Employee works or about which the Employee has obtained material Confidential Information. The Employee must immediately disclose any actual or potential conflict of interest. 4. POST-EMPLOYMENT NON-COMPETITION Where the Employee’s position enables the Employee to become acquainted with the Employer’s customers, Confidential Information, trade secrets, technology, proprietary systems or other commercially sensitive information, the following restrictions shall apply following termination of employment, subject always to applicable UAE law. Professional, Clinical and Technical Employees — 15 km For professional, clinical and technical employees, including veterinary professionals, nurses, technicians, groomers and employees providing professional or technical services: For a period of two (2) years following termination of employment, the Employee shall not perform the same or substantially similar duties for a Direct Competitor within a radius of fifteen (15) kilometres from the Group business location at which the Employee principally worked or for which the Employee had material customer, clinical, technical or operational responsibility during the final twelve (12) months of employment. Administrative, Management and Senior Employees — 40 km For administrative, management, executive, finance, HR, marketing, business development, technology, operations and other employees having material access to strategic, commercial, financial, customer, workforce, technological or Confidential Information: For a period of two (2) years following termination of employment, the Employee shall not perform the same or substantially similar duties for a Direct Competitor within the same Emirate in which the Employee principally worked and within a radius of forty (40) kilometres from a Group business location for which the Employee had material responsibility, involvement or access to Confidential Information during the final twelve (12) months of employment. For the purposes of this Contract Offer, “Direct Competitor” means a business providing substantially the same products or services to substantially the same market as the business activities in which the Employee materially worked or regarding which the Employee obtained material Confidential Information. 5. NON-SOLICITATION OF CUSTOMERS During employment and for two (2) years following termination, the Employee shall not directly or indirectly solicit, divert, induce or attempt to induce any Protected Customer to move business from the Group to the Employee, a Direct Competitor or another competing business. A Protected Customer includes any customer, active prospect, referral relationship or material commercial relationship with whom the Employee dealt, serviced, communicated or about whom the Employee obtained material Confidential Information during the final two (2) years of employment. 6. NON-SOLICITATION OF EMPLOYEES During employment and for two (2) years following termination, the Employee shall not directly or indirectly solicit, recruit, induce, encourage or materially assist any Group employee with whom the Employee materially worked to leave his/her employment for the purpose of joining the Employee, a Direct Competitor or another competing business. 7. CONFIDENTIAL INFORMATION “Confidential Information” includes all non-public information relating to the Group or its business interests, including without limitation: business plans, financial information, pricing, margins, discounts, forecasts, customer information, patient and client information, supplier terms, referral information, contracts, employee information, compensation information, recruitment information, marketing strategies, expansion plans, investment information, internal reports, operational procedures, passwords, credentials, databases, software, source materials, technology, proprietary workflows, algorithms, prompts, system architecture, configurations, automation, business intelligence, datasets, models and artificial intelligence systems. The Employee shall not during or after employment improperly access, copy, disclose, transmit, reproduce, download, retain, exploit or use Confidential Information except for authorised performance of his/her employment duties or as required by law. 8. ARTIFICIAL INTELLIGENCE, SOFTWARE, TECHNOLOGY AND DATA Without limiting the confidentiality provisions above, all non-public information concerning the Group’s artificial intelligence systems, AI agents, AI models, prompts, prompt libraries, workflows, automations, algorithms, methodologies, system instructions, architecture, source code, software, APIs, integrations, databases, datasets, training or evaluation materials, testing methods, business logic, dashboards, product roadmaps, technical documentation, security controls and proprietary technology shall be treated as Confidential Information and, where applicable, proprietary intellectual property. The Employee shall not, without prior written authorisation: (a) copy, export, reproduce or retain such information; (b) upload Group Confidential Information, customer data, proprietary material or internal documentation into unauthorised external AI platforms, software or third-party systems; (c) use the Group’s Confidential Information, data, workflows, prompts, methodologies or proprietary knowledge to develop, train, configure or materially assist a competing product, service, AI system or business; (d) disclose credentials, API keys, system access, technical architecture or security information; (e) attempt to circumvent access controls or obtain information beyond the Employee’s authorised access; or (f) use proprietary Group technology or Confidential Information for personal benefit or for the benefit of any third party. These obligations shall survive termination for as long as the relevant information remains legally protected or confidential. 9. INTELLECTUAL PROPERTY CREATED DURING EMPLOYMENT Subject to applicable UAE law, all work product, software, code, documentation, designs, databases, workflows, prompts, AI configurations, automations, processes, reports, templates, methodologies and other intellectual or technical materials created by the Employee within the scope of his/her employment duties or using Group resources or Confidential Information shall belong to the Employer to the extent permitted by law. The Employee shall reasonably cooperate in executing documents required to confirm or protect such rights. 10. RETURN OF PROPERTY AND TERMINATION OF ACCESS Upon request and immediately upon termination, the Employee shall return all Group property and cease all unauthorised access to Group systems. The Employee shall not retain unauthorised copies of Group data, customer information, documents, source materials or Confidential Information on personal devices, personal email, cloud storage, messaging applications, AI platforms or any other medium. 11. BREACH AND LEGAL REMEDIES Any breach or threatened breach of these obligations may cause substantial commercial and reputational damage to the Group. Subject to applicable UAE law, the Employer reserves all rights to seek appropriate legal and judicial remedies, including orders preventing or stopping a continuing breach, recovery of proven damages and losses, loss of business or profits where legally recoverable, and any other remedy available before the competent authority or court. Nothing herein shall constitute a waiver or limitation of any statutory, contractual or other legal rights available to the Employer. 12. NO WAIVER Any failure or delay by the Employer to enforce these provisions against the Employee or any other current or former employee shall not constitute a waiver of the Employer’s rights. Any waiver must be expressly made in writing by an authorised representative of the Employer. 13. SEVERABILITY AND UAE LAW These provisions shall be interpreted and enforced in accordance with applicable UAE law. Each restriction constitutes a separate obligation. If any particular provision or restriction is determined to be invalid or unenforceable, the remaining lawful provisions shall continue to apply to the extent permitted by law. Nothing herein is intended to override any mandatory provision of UAE law. 14. CONTINUING OBLIGATIONS Termination or expiry of employment shall not release the Employee from any obligation that by its nature or wording is intended to survive termination, including applicable confidentiality, intellectual property, non-solicitation and legally enforceable non-competition obligations. BY SIGNING OR ELECTRONICALLY ACCEPTING THIS CONTRACT OFFER, THE EMPLOYEE EXPRESSLY CONFIRMS THAT HE/SHE HAS READ, UNDERSTOOD AND AGREED TO THE ABOVE NON-COMPETITION, NON-SOLICITATION, CONFIDENTIALITY, ARTIFICIAL INTELLIGENCE, INTELLECTUAL PROPERTY AND BUSINESS-PROTECTION TERMS AS MATERIAL CONDITIONS OF EMPLOYMENT.

Confidentiality (Non-Disclosure)

CONFIDENTIALITY (NON-DISCLOSURE) The Employee acknowledges that, during the course of employment, he/she may have access to confidential, sensitive, proprietary and commercially valuable information belonging to the Employer and/or AAM Group. For the purpose of this Contract Offer, “AAM Group” or “the Group” includes Ahmed Asim Al Mahmood Group and, where relevant to the Employee’s duties or access, any entity, establishment, branch, subsidiary, affiliate or associated business under common ownership, management or control with the Group. 1. Confidential Information “Confidential Information” includes any non-public information relating to the Group, its operations, customers, employees, suppliers, partners, systems or business activities, whether communicated verbally, electronically, in writing, visually or through access to any system or platform. Confidential Information includes, without limitation: * Customer, client and patient information, records, contact details and databases; * Business plans, strategies, expansion plans, investments and future projects; * Financial information, revenue, costs, budgets, forecasts, margins and profitability; * Prices, discounts, quotations, commercial terms and supplier arrangements; * Employee information, salaries, benefits, incentives, performance information and internal HR records; * Contracts, agreements, negotiations and business relationships; * Internal policies, procedures, reports, manuals and operational methods; * Marketing plans, campaigns, customer acquisition methods and business intelligence; * Passwords, usernames, credentials, access codes, API keys and security information; * Software, source code, databases, system architecture, integrations, APIs and technical documentation; * Proprietary workflows, processes, methodologies, formulas, templates and business logic; * Artificial intelligence systems, AI agents, AI models, prompts, prompt libraries, system instructions, algorithms, automations, datasets, evaluation methods, configurations and AI-generated business intelligence; * Product development, technology roadmaps, testing information and unreleased features; and * Any other information that is identified as confidential or which, by its nature or circumstances, a reasonable person would understand to be confidential. 2. Employee Obligations The Employee shall keep all Confidential Information strictly confidential and shall use it only for the proper and authorised performance of his/her employment duties. Unless expressly authorised in writing by the Employer or required by applicable law, the Employee shall not directly or indirectly: (a) disclose Confidential Information to any unauthorised person; (b) copy, photograph, screenshot, record, download, export, print, reproduce or retain Confidential Information except where reasonably required for authorised work; (c) send or transfer Confidential Information to a personal email address, personal device, personal cloud storage, messaging application or unauthorised third-party system; (d) disclose or provide another person with passwords, credentials, API keys or access to Group systems; (e) use Confidential Information for personal benefit or for the benefit of another person or business; (f) use Confidential Information to establish, support, advise or assist a competing business; (g) remove, duplicate or retain customer databases, employee databases, price lists, financial records, business reports or proprietary materials without authorisation; or (h) access information, systems, files or records beyond the access reasonably required for the Employee’s authorised duties. 3. AI, SOFTWARE AND TECHNOLOGY CONFIDENTIALITY The Employee shall not upload, submit, disclose or otherwise provide any Confidential Information, customer information, patient information, internal documentation, proprietary data, source code or business information to any external or unauthorised artificial intelligence system, chatbot, AI assistant, software platform or third-party service. The Employee shall not copy, reproduce, reverse engineer, disclose or use the Group’s proprietary AI workflows, prompts, system instructions, AI configurations, algorithms, automations, software architecture, business logic, datasets or technical methodologies for the Employee’s own benefit or for the benefit of any third party or competing business. Use of external AI or technology platforms for Group business shall be permitted only where expressly authorised by the Employer and in accordance with the Group’s applicable information-security and data-protection requirements. 4. Customer and Employee Information Customer, patient and employee information shall be treated as strictly confidential. The Employee shall not use customer contact details, records or databases after termination of employment for solicitation, marketing, competing activities or any other unauthorised purpose. The Employee shall not disclose or improperly use confidential employee information, including compensation, performance, identification documents, personnel records or other private information obtained through authorised employment access. 5. Company Property and Return of Information All documents, records, files, databases, devices, access credentials and materials containing or relating to Confidential Information remain the property of the Employer or their lawful owner. Upon request and immediately upon termination of employment, the Employee shall return all Employer property and cease all unauthorised access to Group systems. The Employee shall not retain unauthorised copies of Confidential Information after termination, including copies stored on personal devices, email accounts, messaging applications, cloud storage, removable storage or other systems under the Employee’s control. 6. Continuing Confidentiality The Employee’s confidentiality obligations shall continue after resignation, termination or expiry of employment. Trade secrets and information that continues to qualify for legal protection as confidential information shall remain protected for so long as such information retains its confidential or legally protected character, subject to applicable UAE law. Nothing in this provision prevents a disclosure that is required by applicable law or lawfully made to a competent governmental, regulatory or judicial authority. 7. Breach and Legal Remedies The Employee acknowledges that unauthorised disclosure, copying, removal or use of Confidential Information may cause serious financial, operational, technological and reputational damage to the Employer and the Group. In the event of an actual or threatened breach, the Employer reserves the right, subject to applicable UAE law, to take appropriate legal action and seek all remedies available before the competent authorities and courts, including measures to stop or prevent continuing unauthorised use or disclosure and claims for proven losses and damages. The Employer’s exercise of one available right or remedy shall not, to the extent permitted by law, constitute a waiver of any other available right or remedy. 8. Express Acceptance This Confidentiality (Non-Disclosure) provision constitutes a material condition of the Employee’s Contract Offer and employment. BY SIGNING OR ELECTRONICALLY ACCEPTING THIS CONTRACT OFFER, THE EMPLOYEE EXPRESSLY CONFIRMS THAT HE/SHE HAS READ, UNDERSTOOD AND AGREED TO THIS CONFIDENTIALITY (NON-DISCLOSURE) PROVISION AND AGREES TO BE BOUND BY ITS TERMS DURING AND AFTER EMPLOYMENT TO THE EXTENT PERMITTED BY APPLICABLE UAE LAW.

Company Property

COMPANY PROPERTY All property, equipment, documents, information, systems, accounts and materials provided to the Employee, created for the Employer, or made available to the Employee in connection with his/her employment shall remain the property of the Employer and/or AAM Group, as applicable. For the purpose of this Contract Offer, “AAM Group” or “the Group” includes Ahmed Asim Al Mahmood Group and, where relevant to the Employee’s duties or access, any entity, establishment, branch, subsidiary, affiliate or associated business under common ownership, management or control with the Group. 1. Company Property Company Property includes, without limitation: * Computers, laptops, tablets, mobile phones and other electronic devices; * Keys, access cards, identification cards, uniforms and equipment; * Documents, files, records, reports, manuals and correspondence; * Customer, client, patient, employee and supplier records; * Databases, contact lists and business information; * Company email accounts, telephone numbers and communication accounts; * Usernames, passwords, credentials, API keys and access permissions; * Software, applications, subscriptions and licences; * Source code, system configurations, databases, integrations and technical documentation; * Artificial intelligence systems, AI agents, models, prompts, workflows, automations, datasets, configurations and related materials; * Social media accounts, business profiles, websites, domains and digital assets created, acquired or maintained for the Employer; * Photographs, videos, designs, marketing materials and other business content; * Payment devices, company cards, petty cash or other financial property entrusted to the Employee; and * Any other physical or digital property belonging to, paid for by, licensed to, controlled by or held for the benefit of the Employer or the Group. 2. Proper Use and Protection The Employee shall use Company Property only for authorised business purposes and shall exercise reasonable care to protect it against loss, damage, theft, unauthorised access, disclosure or misuse. The Employee shall not sell, transfer, lend, pledge, dispose of, intentionally damage, remove or permit unauthorised persons to use Company Property without prior authorisation. The Employee shall comply with all applicable Company policies concerning information security, technology, devices, data protection and system access. 3. Accounts, Passwords and Digital Access All business accounts, Company-created email addresses, business telephone numbers, software accounts, administrative accounts, social media accounts and other digital accounts established or maintained for Company business shall remain under the ownership or control of the Employer, subject to applicable law and third-party platform terms. The Employee shall not change credentials, recovery information, administrator rights or security settings for the purpose of preventing or delaying the Employer’s lawful access. The Employee shall not share passwords, credentials, API keys or system access with any unauthorised person. Access granted to the Employee is personal, limited and revocable and does not give the Employee any ownership interest in the relevant system, software, account or information. 4. Data, Software and AI Systems All Company data and proprietary materials stored, processed or accessed through Company systems remain Company Property or the property of their lawful owner, regardless of the device or platform through which they are accessed. The Employee shall not, without authorisation, copy, export, download, transfer, duplicate or retain Company databases, customer information, source code, software, AI configurations, prompts, workflows, datasets, business logic, technical documentation or other proprietary digital materials. The Employee shall not transfer Company Property or Confidential Information to personal cloud storage, personal email accounts, unauthorised AI platforms, external drives or unauthorised third-party systems. 5. Work Product and Business Materials Subject to applicable UAE law, business materials and work product created by the Employee within the scope of his/her employment duties or specifically for the Employer, including reports, templates, databases, procedures, designs, documentation, workflows, software, code, prompts, automations and other business materials, shall belong to the Employer to the extent legally permitted. 6. Return of Company Property The Employee must immediately return Company Property whenever requested by the Employer and, in all cases, no later than the Employee’s final working day unless otherwise instructed in writing. The Employee shall return all physical and digital Company Property in his/her possession, custody or control and shall provide the Employer with all Company credentials, access information and other information reasonably necessary to maintain continuity of authorised business access. The Employee shall not retain unauthorised originals or copies after termination. 7. Deletion of Company Information Where Company information has been lawfully stored on a personal device or personal account for authorised business purposes, the Employee shall, upon request or termination, permanently delete such Company information, subject to applicable law and any lawful preservation requirement. Where reasonably required and permitted by law, the Employee may be required to confirm in writing that Company Property and Company information under his/her control have been returned or deleted. 8. Loss, Damage or Misuse The Employee must promptly report any loss, theft, damage, unauthorised disclosure, security incident or misuse involving Company Property. Where loss or damage is caused by the Employee’s fault, negligence, violation or misconduct, the Employer may take appropriate action and seek recovery or compensation only to the extent and through the procedures permitted by applicable UAE law. Nothing in this provision authorises an unlawful deduction from the Employee’s wages or statutory entitlements. 9. No Right of Retention Subject to applicable UAE law, the Employee shall not intentionally retain Company Property as leverage in connection with any employment dispute, resignation, termination, outstanding payment or other claim. Any claim the Employee may have against the Employer shall be pursued separately through the applicable legal process and shall not, to the extent permitted by law, create a right to retain, copy, withhold or misuse Company Property or Confidential Information. 10. Express Acceptance This Company Property provision constitutes a material condition of the Employee’s Contract Offer and employment. BY SIGNING OR ELECTRONICALLY ACCEPTING THIS CONTRACT OFFER, THE EMPLOYEE EXPRESSLY CONFIRMS THAT HE/SHE HAS READ, UNDERSTOOD AND AGREED TO THE ABOVE COMPANY PROPERTY OBLIGATIONS AND AGREES TO RETURN AND PROTECT ALL COMPANY PROPERTY IN ACCORDANCE WITH THESE TERMS AND APPLICABLE UAE LAW.

UAE Labour Law Compliance

All matters not covered by this offer shall be governed by the UAE Labour Law (Federal Decree-Law No. 33 of 2021) and its executive regulations.

Medical Insurance

The Company shall provide medical insurance coverage for the employee as required by UAE law, in accordance with the Company's insurance policy.

Probation Confirmation

The first three (3) months of employment constitute a probation period, during which either party may terminate employment with written notice as per UAE Labour Law.

Salary Payment via WPS

Salary shall be paid monthly via the Wage Protection System (WPS) no later than the 10th of the following month.

Code of Conduct

The employee shall comply with the Company's policies, code of conduct, dress code, and reasonable management instructions at all times.

Anti-Fraud & Misconduct

Any act of fraud, theft, falsification of documents, or serious misconduct constitutes grounds for immediate termination without notice under Article 44 of the UAE Labour Law.

2YR Overseas Air Ticket

The Company shall provide one economy-class air ticket to the employee's home country every two (2) years, as per company policy.

EMPLOYING ENTITY & GROUP INDEPENDENCE

This Contract Offer may be issued or administered under AAM Group for recruitment and administrative purposes. However, AAM Group shall not, solely by reason of such issuance, administration, name or branding, be deemed the Candidate’s legal employer. The Candidate’s Legal Employer shall be the specific Group company or establishment designated for the employment and identified in the applicable Employment Contract and Work Permit. Each company or establishment within the Group is a separate and independent legal entity, with its own legal personality, rights, obligations, liabilities and employment relationships. Common ownership, management, branding, systems, facilities or shared services shall not, by themselves, cause the Group companies to be treated as a single legal entity, nor shall any Group company assume the obligations or liabilities of another merely by reason of being part of the same Group, subject to applicable law. Official employment shall commence only following issuance of the required Work Permit and applicable legal approvals. The identification of the Legal Employer and the independence of the Group companies shall not affect the Candidate’s continuing obligations relating to confidentiality, non-competition, non-solicitation, intellectual property, Company Property, data, technology and AI protection. By signing or electronically accepting this Contract Offer, the Candidate expressly confirms that he/she has read, understood and accepted the identity of the Legal Employer, the independent status of each Group company, and the terms stated above.