Please note that this Memorandum covers DIFC Courts and the Dispute Resolution Authority (DRA)
This Memorandum of Understanding (“MoU”) is made on the [ 20 ] day of September 2016 (the “Effective Date”).
The Jebel Ali Free Zone Authority, a free zone authority duly incorporated by virtue of Law No. 1 of 1985, issued in the Emirate of Dubai, with an office at Ground Floor, Jafza Building No. 15, Jebel Ali Free Zone, Dubai, United Arab Emirates (“JAFZA”); and
Dispute Resolution Authority, a free zone authority within the Dubai International Financial Centre (“DIFC”) duly incorporated by virtue of Law No. 9 of 2004 (as amended by Law No.7 of 2014), issued in the Emirate of Dubai, whose registered office is at, P.O Box 211724, Dubai International Financial Centre, Dubai, United Arab Emirates (“DRA”).
each a “Party” and together the “Parties”.
A. As the leading business hub of the Middle East, JAFZA focuses on long term customer relationships. It fosters alliances with global investors by providing them world class infrastructure supported with quality driven value added services and incentives, enabling them to capitalize on huge business opportunities in the region, in the most efficient way. JAFZA aspires to be the international business hub of the Middle East. JAFZA is today one of the strongest brands in the region and stands for excellence, innovation and the power of partnership. It is the first free zone in the world to win ISO certification in 1996.
B. DRA is a platform for delivering legal excellence in the Middle East and the gateway to a suite of services available to businesses operating in both within and outside the DIFC. The divisions of the DRA work in partnership to provide businesses with unparalleled choice in relation to the resolution of their commercial disputes, the development of legal talent and to the protection of individuals investing or residing in Dubai. Together and in co-operation, the divisions of the DRA are supporting the Dubai Plan 2021 and UAE Vision 2021. The DRA administers justice and legal excellence within DIFC. Established in 2014, it is the third body of the DIFC, alongside the DIFC Authority and the Dubai Financial Services Authority. The DRA itself, currently incorporates four divisions: the DIFC Courts – Dubai’s established English-language and independent commercial common law judicial system (“DIFC Courts”); the Dubai Arbitration Institute; the DIFC Wills and Probate Registry (“WPR”); and the Academy of Law (“Academy”). The flexible structure of the DRA means new divisions and initiatives can be seamlessly incorporated over time.
C. The Parties are financially and administratively independent and neither is a subsidiary or affiliate of the other.
D. JAFZA and DRA agree to cooperate on the basis of this MoU in order to plan and agree a collaboration in respect of the development of a bi-lateral relationship between JAFZA and DRA (the “Project”).
C. The purpose of this MoU is to establish a clear understanding between JAFZA and DRA to work together in order to achieve and deliver:
i. professional services and excellence through a strategic partnership which defines the responsibilities and obligations the Parties;
ii. to ensure each side allocates appropriate resources to achieve the objectives of the Project;
iii. professional standards and value for services rendered, in order to fulfill the Dubai Plan 2021 and the UAE Vision 2021; and
iv. reliable and timely support from each Party on any issues which fall within the scope of this MoU.
F. The Parties agree that the Project is mutually beneficial and will develop and strengthen relations between the Parties. The Parties are entering into this MoU for the purposes of fulfilling this joint purpose.
NOW IT IS THEREFORE AGREEED AS FOLLOWS:
1.1 The preamble and clauses of this MoU shall form an integral part of this MoU.
2.1 The Parties are entering into this MoU for a period of three (3) years from the Effective Date, unless terminated earlier pursuant to Clause 6 (“Term”).
2.2 The Parties may at any time agree to extend the Term for any period agreed in writing by the Parties.
3. Co-operation of the Parties
3.1 DRA agrees to provide assistance and support to JAFZA and its member companies to fulfill the purposes of this MoU.
3.2 JAFZA agrees to provide assistance and support to DRA and its entities to fulfill the purposes of this MoU.
4. Joint Initiatives
4.1 Remedies and Enforcement
4.1.1 JAFZA and DRA agree to co-operate in the development of initiatives to permit JAFZA, its subsidiaries and its member companies (as well as individuals living, working and/or investing in the Jebel Ali Free Zone) to utilise the DRA and its divisions, such as the DIFC Courts, thereby mutually benefiting the Parties.
4.1.2 Without limiting Clause 4.1.1, JAFZA and DRA agree to co-operate in relation to:
22.214.171.124 the provision of access, for JAFZA and its member companies (as well as individuals living, working and/or investing in the Jebel Ali Free Zone to the Small Claims Tribunal (“SCT”) of the DIFC Courts;
126.96.36.199 greater co-operation between the respective dispute resolution and mediation services provided by JAFZA and DRA;
188.8.131.52 allowing JAFZA and its member companies to freely elect to use and promote the use of DIFC laws;
184.108.40.206 promoting the services of the DRA, including the use of DIFC Courts as a jurisdiction for dispute resolution; and
220.127.116.11 promoting the use by JAFZA and its member companies of the DIFC-LCIA as an arbitration centre.
4.2 Other Initiatives
The Parties agree to work together to explore initiatives:
4.2.1 to allow JAFZA member companies access to all DRA knowledge building or knowledge series seminars, discussions, workshops, events and products, whether through the Academy or otherwise. This may include the JAFZA organizing and hosting regular awareness sessions, lectures and other knowledge series events in the Jebel Ali Free Zone about services offered by the DRA;
4.2.2 towards the creation and adoption of bespoke employment law dispute resolution provisions for JAFZA and its member companies. This may include the provision of office space to the SCT from which the SCT can provide services to businesses operating within and individuals working within the Jebel Ali Free Zone;
4.2.3 to promote the use by individuals associated with JAFZA and its member companies of the WPR. This may include the provision by JAFZA of office space from which the WPR can register the wills of those individuals connected with JAFZA and its member companies;
4.2.4 to develop an international outreach programme to promote the services offered by the Parties to investors and other commercial entities, both domestic and foreign, in furtherance of the objectives of the Dubai Plan 2021 and UAE Vision 2021;
4.2.5 that are focused on the development of innovative solutions to support the shared objectives of the Parties including the use of Smart Technology and best practices in Business and Customer Service Excellence in order to streamline the shared delivery of services envisaged by this MoU. This may include the development of a joint mobile application, allowing for JAFZA, its member companies and their staff (as well as those living in the Jebel Ali Free Zone) to obtain the range of services offered by the Parties, through one Smart gateway; and
4.2.6 to promote awareness and use of the Academy’s pro-bono service by JAFZA member companies and to explore whether the advice rendered by that service might extend to the laws, rules and regulations applicable in the Jebel Ali Free Zone.
5.1 In this MoU “Confidential Information” means all confidential information (however recorded or preserved) disclosed by a Party or its employees, officers, representatives or advisers (together its “Representatives”) to the other Party and that Party’s Representatives whether before or after the date of this MoU.
5.2 The Parties agree that the contents of this MoU and any Confidential Information received during the Term shall remain strictly confidential to the Parties, save that both Parties may place a copy of the signed memorandum on their respective websites.
5.3 Subject to Clause 5.4, neither Party shall make, or permit any person to make, any public announcement, communication or circular (“Announcement”) concerning this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed). The Parties shall consult together on the timing, contents and manner of release of any Announcement.
5.4 Where an Announcement is required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange), or by any court or other authority of competent jurisdiction, the Party required to make the Announcement shall promptly notify the other Party. The Party concerned shall make all reasonable attempts to agree the contents of the Announcement before making it.
6. Termination and Consequences of Termination
6.1 Either Party may terminate this MoU at any time after giving 30 days’ prior written notice to the other Party.
6.2 On termination of this MoU, each Party shall:
6.2.1 return to a disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other Party’s Confidential Information;
6.2.2 erase any Party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically practicable); and certify in writing to the other Party that it has complied with the requirements of this Clause 6, provided that a recipient Party may retain documents and materials containing, reflecting, incorporating or based on the other Party’s Confidential Information to the extent required by law. The provisions of this Clause 6 shall continue to apply to any such documents and materials retained by a recipient Party.
6.3 The provisions of this Clause 6 shall survive for a period of two (2) years from the date of termination or expiry of this MoU.
7. No Assignment
7.1 Neither Party may assign or transfer all or any part of their respective rights and obligations under this MoU, nor delegate their performance under this MoU without the prior written approval of the other Party.
8.1 Any notice to be given by one Party to another, pursuant to this MoU, shall be in writing and addressed to the other Party at that address as set out at the head of this MoU.
8.2 For the purposes of this Clause, a notice shall be deemed valid if delivered by:
8.2.1 hand whereupon receipt will be deemed upon delivery;
8.2.2 by courier whereupon receipt will be deemed upon the signing of the airway bill by the addressee; and
8.2.3 by email or scanned and sent by email, when confirmation of the email transmission has been recorded by the sender’s email client (subject to a print out of the scan being able to show a legible scanned document).
9. Entire Agreement and Variation
9.1 This MoU constitutes the entire agreement between the Parties and supersedes all communications, negotiations, arrangements and agreements, whether oral or written, between the Parties with respect to the subject matter of this MoU.
9.2 The Parties hereby declare that they are authorised to enter into this MoU and have the proper authority, corporate approval, regulatory approvals and licenses from the competent federal and local authorities to participate in the Project.
9.3 This MoU may be varied or amended subject to terms mutually agreed in writing by the Parties.
9.4 Save for Clauses 5, 6, 7, 8, 9 and 10, this MoU is not intended to be legally binding, and no legal obligations or legal rights shall arise between the Parties from this MoU.
9.5 Nothing in this MoU is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute any Party as the agent of another Party, nor authorise any of the Parties to make or enter into any commitments for or on behalf of another Party.
9.6 If any provision of this MoU is wholly or partially void, invalid or ineffective, this circumstance does not affect the validity and effectiveness of the remaining provisions. The void, invalid, ineffective provision will be replaced by that valid and effective provision that is deemed to most closely fulfil the purpose of the original.
10. Applicable Law
10.1 This MoU shall be governed by the laws of the Dubai International Financial Centre.
This MoU has been hereby agreed and signed between the Parties:
|For and on behalf of JAFZA
H.E. Sultan Ahmed Bin Sulayem
……………………………………………………………………Signature and company stamp
|For and on behalf of DRA
Dr. Michael Hwang, SC
Head of the Dispute Resolution Authority (DRA)
……………………………………………………………………Signature and company stamp