Terms and Conditions 1.1 Prices: Prices and terms contained in the offer may be varied and KlayyTech for Digital Transformation may withdraw the Offer at any time prior to clients' acceptance. 1.2 Duties and Taxes: Prices stated are exclusive of all taxes, in respect of services and shall be borne by the customer if applicable and will be paid by the client at the rate prevalent to the country, and at the time of supply of services. 1.3 Payment Terms: Payments are Quarterly in Advance, and in USD 1.4 Creation of Work Product/Provision of Services: All services rendered by KlayyTech for Digital Transformation and the products or proceeds of such services including but not limited to written materials manifested in programs, documentation, designs, disks, and tapes shall belong to KlayyTech for Digital Transformation. Client shall not directly or indirectly claim in competition to KlayyTech for Digital Transformation any right or interest in and to any Work Product nor will it challenge KlayyTech for Digital Transformation's right to any copyright, trademark or other intellectual property rights used or embodied in the Work Product. 1.5 Non-Solicitation of Employees: During the term of this Agreement and for a period of two (2) years thereafter, Client/Customer agrees not to recruit, hire, or solicit in any manner whether directly or indirectly the services of any of KlayyTech for Digital Transformation personnel. 1.6 Jurisdiction: The Company and the Client submit to the jurisdiction of the Courts of Cairo, Egypt. 1.7 Arbitration All disputes arising about this offer shall be referred to Senior Management of the parties for resolution. If no resolution is possible, the dispute shall be submitted to arbitration under the Provisions of the Indian Arbitration Act and Rules. Any arbitration shall be held in Cairo. The arbitration panel shall consist of one arbitrator appointed by each party and a third presiding arbitrator by agreement of the other two arbitrators. The parties agree that judgment upon the award rendered may be entered in the Courts in Cairo and such award shall be final, non-appeal able and conclusive upon the parties.