Our Relationship with You

  1. We will perform our Services using reasonable skill and care in accordance with applicable professional standards.
  2. We will provide our Services to you as an independent contractor and not as your employee, agent, partner, or joint venture.  Neither you nor we have any right, power, or authority to bind the other.
  3. We may subcontract portions of the Services. Nevertheless, we alone will be responsible to you for the Reports, the performance of the Services, and our other obligations under this Agreement.
  4. We will not assume any management responsibilities in connection with the Services. We will not be responsible for the use or implementation of the output of the Services.

Your Responsibilities

  1. You shall assign a qualified person to oversee the Services. You are responsible for all management decisions relating to the Services, the use or implementation of the output of the Services and for determining whether the Services are appropriate for your purposes.
  2. You shall provide (or cause others to provide) promptly, the information, resources, and assistance (including access to records, systems, premises, and people) that we reasonably require to perform the Services.
  3. To the best of your knowledge, all information provided by you or on your behalf will be accurate and complete in all material respects. The provision of Client Information will not infringe any copyright or other third-party rights.
  4. We will rely on Client Information made available to us and, unless we expressly agree otherwise, will have no responsibility to evaluate or verify this information.
  5. You shall be responsible for your personnel’s compliance with your obligations under this Agreement.

Our Reports

  1. Any information, advice, recommendations or other content of any reports, presentations or other communications we provide under this Agreement, other than Client Information, are for your internal use only (consistent with the purpose of the particular Services).
  2. You may not disclose a Report (or any portion or summary of a Report), or refer to us in connection with the Services, except:
    1. to your lawyers (subject to these disclosure restrictions), who may use it only to give you advice relating to the Services,
    2. to the extent, and for the purposes, required by a subpoena or similar legal process (of which you will promptly notify us),
    3. to other persons (including your affiliates) with our prior written consent, who have executed an access letter substantially in the form of a Sample Access Letter, provided by us who may use it only as we have specified in our consent, or to the extent it contains Tax Advice, as set forth in Section 13.

If you are permitted to disclose a Report (or a portion thereof), you shall not alter, edit or modify original copy we provided.

  1. You may incorporate into your internal documents any summaries, calculations or tables based on Client Information contained in the Report, but not our recommendations, conclusions or findings. If you then disclose such internal documents to anyone, you shall assume sole responsibility for their contents and you shall not refer to us.
  2. You may not rely on any Draft Report. We shall not be required to update any final Report for circumstances of which we become aware, or events occurring, after its delivery.


  1. You and any others for whom Services are provided may not recover from us, in contract or tort, under statute or otherwise,  any amount with respect to loss of profit, data or goodwill, or any other consequential, incidental, indirect, punitive or special damages in connection with claims arising out of this Agreement or otherwise relating to the Services, whether or not the likelihood of such loss or damage was contemplated.
  2. You and any others for whom Services are provided may not recover from us, in contract or tort, under statute or otherwise,  aggregate damages in excess of the fees actually paid for the Services that directly caused the loss in connection with claims arising out of this Agreement or otherwise relating to the Services.
  3. If we are liable to you or to any others for whom Services are provided under this Agreement or otherwise in connection with the Services, for loss or damage to which any other persons have also contributed, our liability to you shall be several, and not joint, with such others, and shall be limited to our fair share of that total loss or damage, based on our contribution to the loss and damage relative to the others’ contributions. 
  4. No exclusion or limitation on the liability of other responsible persons imposed or agreed at any time shall affect any assessment of our proportionate liability hereunder, nor shall settlement of or difficulty enforcing any claim, or the death, dissolution or insolvency of any such other responsible persons or their ceasing to be liable for the loss or damage or any portion thereof, affect any such assessment.
  5. You shall make any claim relating to the Services or otherwise under this Agreement no later than within 12 months of the act or omission alleged to have caused the claim.
  6. You may not make a claim or bring proceedings relating to the Services or otherwise under this Agreement against any other Member Firms or our or its subcontractors, members, shareholders, directors, officers, partners, principals or employees to the extent that no direct contractual relationship exists between you and any of the Member firms Persons. You shall make any claim or bring proceedings only against us on the basis that we are the party with whom you have contracted.


  1. To the fullest extent permitted by applicable law and professional regulations, you shall indemnify us, against all claims by third parties (including your affiliates) and resulting liabilities, losses, damages, costs, and expenses (including reasonable external and internal legal costs) arising out of the disclosure of any Report, or a third party’s use of or reliance on any  Report. You shall have no obligation hereunder to the extent that we have specifically authorized, in writing, the third party’s reliance on the Report.

Intellectual Property Rights

  1. We may use data, software, designs, utilities, tools, models, systems and other methodologies and know-how (“Materials”)  that we own or license in performing the Services. Notwithstanding the delivery of any Reports, we retain all intellectual property rights in the Materials (including any improvements or knowledge developed while performing the Services), and in any working papers compiled in connection with the Services.
  2. Upon payment for the Services, you may use any Materials included in the Reports, as well as the Reports themselves as permitted by this Agreement.


  1. Except as otherwise permitted by this Agreement, neither of us may disclose to third parties the contents of this Agreement or any information provided by or on behalf of the other that ought reasonably to be treated as confidential and/or proprietary. Either of us may, however, disclose such information to the extent that it:
    1. is or becomes public other than through a breach of this Agreement,
    2. is subsequently received by the recipient from a third party who, to the recipient’s knowledge, owes no obligation of  confidentiality to the disclosing party with respect to that information,
    3. was known to the recipient at the time of disclosure or is thereafter created independently,
    4. is disclosed as necessary to enforce the recipient’s rights under this Agreement,
    5. must be disclosed under applicable law, legal process or professional regulations.
  2. Either of us may use electronic media to correspond or transmit information and such use will not in itself constitute a breach of any confidentiality obligations under this Agreement.

Fees and Expenses

  1. You shall pay our professional fees and specific expenses in connection with the Services. You shall also reimburse us for other reasonable expenses during performing the Services. Our fees are exclusive of taxes or similar charges, as well as customs, duties, or tariffs imposed in respect of the Services, all of which you shall pay other than taxes imposed on our income generally.
  2. We may charge additional professional fees if events beyond our control (including your acts or omissions) affect our ability to perform the Services as originally planned or if you ask us to perform additional tasks.
  1. If we are required by applicable law, legal process or government action to produce information or personnel as witnesses with respect to the Services or this Agreement, you shall reimburse us for any professional time and expenses (including reasonable external and internal legal costs) incurred to respond to the request, unless we are a party to the proceeding or the subject of the investigation.

Force Majeure

  1. Neither you nor we shall be liable for breach of this Agreement (other than payment obligations) caused by circumstances beyond your or our reasonable control.

Term and Termination

  1. This Agreement applies to all Services performed at any time (including before the date of this Agreement).
  2. This Agreement shall terminate on the completion of the Services. Either of us may terminate it, or any particular Services,  earlier upon fourteen (14) days prior written notice to the other. In addition, we may terminate this Agreement, or any particular Services, immediately upon written notice to you if we reasonably determine that we can no longer provide the Services in accordance with applicable law or professional obligations.
  3. You shall pay us for all work-in-progress, Services already performed, and expenses incurred by us up to and including the effective date of the termination of this Agreement. Payment is due immediately following receipt of our invoice for these amounts.
  4. Our respective confidentiality obligations under this Agreement shall continue for a period of One (1) year following the termination of this Agreement. The other provisions of this Agreement that give either of us rights or obligations beyond its termination shall continue indefinitely following the termination of this Agreement.

Governing Law and Dispute Resolution

  1. This Agreement, and any non-contractual obligations arising out of this Agreement or the Services, shall be governed by, and construed in accordance with, the laws of Syria applicable to agreements made and fully to be performed therein by residents thereof.
  2. Any dispute relating to this Agreement or the Services shall be resolved subject to the exclusive jurisdiction of the Syria courts,  to which each of us agrees to submit for these purposes.


  1. This Agreement constitutes the entire agreement between us as to the Services and the other matters it covers and supersedes all prior agreements, understandings and representations with respect thereto, including any confidentiality agreements previously delivered.
  2. Both of us may execute this Agreement (and modifications to it) and each of us may sign a different copy of the same document. Both of us must agree in writing to modify this Agreement hereunder
  3. You represent that the person signing this Agreement and/or any other documents hereunder on your behalf is expressly authorized to execute it and to bind you and any of your affiliates or others for whom Services are performed to its terms.


  1. You may not assign any of your rights, obligations, or claims under this Agreement.
  2. If any provision of this Agreement (in whole or part) is held to be illegal, invalid, or otherwise unenforceable, the other provisions shall remain in full force and effect.
  3. If there is any inconsistency between provisions in different parts of this Agreement, those parts shall have precedence as follows (unless expressly agreed otherwise):
    1. Engagement letter
    2. Applicable scope of work
    3. General terms and conditions
    4. Other annexes or appendixes to the engagement letter
  4. We may use your name publically to identify you as a client, but we may refer to you in connection with the Services only if it is a matter of public knowledge that we are providing them (or have provided them).