70%
Chef Pool
A consolidated, single-glance view of the EatCookJoy cross-border Master License Agreement — software licence, 20% founder equity, GMV waterfall, role split, and exit mechanics. This is the FINAL set of clauses for sign-off.
For Sign-Off · Effective 1 Jun 2026$100,000 per country × 5 Gulf markets = $500,000 total Gulf. Per country: 80% to working partner & investors of that country's operating entity, 20% retained by founder. Each franchise comes with the mobile app + proprietary AI engine, patented worldwide. This page describes the underlying ECJ-US ↔ ECJ-Gulf legal architecture that all per-country franchises operate under. See §07 Pitch or the investor deck §12 The Ask for the full pricing breakdown.
Saves a print-ready, brand-themed PDF (A4) to your Downloads folder — same content, eatcookjoy-uae colours, ready to share for signature.
| Step | Description | % of GMV | Amount |
|---|---|---|---|
| 1 | Customer GMV (Gross) | 100% | 100.00 |
| 2 | Less: Chef Payment Pool | −70% | −70.00 |
| 3 | ECJ-UAE Commission | 30% | 30.00 |
| 4 | Less: VAT (5% on commission) | −1.5% | −1.50 |
| 5 | Less: Royalty to Founder (ECJ-US) | −3% | −3.00 |
| 6 | Net Retained by ECJ-UAE (pre-tax) | 25.5% | 25.50 |
Founder appointed to Gulf-entity Board for full Term, with full voting rights matching the 20% holding.
Founder receives 20% of valuation or proceeds on sale, equity round, or third-party investment — same basis as 80% holding.
Standard pro-rata anti-dilution on every new share issuance unless waived in writing.
Distributed 80/20 after operating costs, taxes, statutory reserves and Royalty are settled.
If Aziz Saif drops below 51%, Founder may renegotiate on 90-day notice. Family trusts & SPVs carved out.
On termination, 20% settled by buy-back at fair market value, retention, or written settlement at Founder's election.
Exclusive, non-transferable, non-sublicensable licence to platform, AI engine, apps, website, brand & trade dress for Gulf operations.
All technology, source code, AI models, trademarks, patents, derivative works — including UAE-specific code — remain sole property of Founder.
Cannot sub-license, assign, sell, reverse-engineer or commercially exploit the software outside Gulf entities without written consent.
Material enhancements, regional adaptations & new modules require mutual written agreement on scope, priority & timeline.
www.eatcookjoy-uae.com & eatcookjoy-gcc.om registered to Gulf entity but revert to Founder on termination.
ECJ-UAE = Data Controller. ECJ-US = Data Processor. UAE PDPL & GCC frameworks apply. DPA may be appended.
| Trigger | Notice | Cure | Initiator | Outcome |
|---|---|---|---|---|
| Material breach (uncured) | 30 days | Within notice | Either | Termination |
| Performance failure >25% | 60 days | Cure-and-terminate | Founder | Cure first |
| Insolvency / liquidation | Immediate | None | Either | Termination |
| Founder convenience (initial) | — | Restricted | Founder | Licensee consent |
| Platform discontinued / SLA fail | Reasonable | Per SLA | Licensee | Protective exit |
| Force majeure | — | Excluded | — | Excused |
24 months post-termination on competing food-marketplace in UAE. Void if Founder terminates for convenience, breaches SLA, becomes insolvent, or discontinues platform.
All unpaid Royalties due. Confidentiality survives. If termination not caused by Licensee — perpetual royalty-free in-territory licence retained for wind-down only.
Up to 60 days from Founder for orderly handover, data export & customer-service continuity (third-party costs at cost).
Each party indemnifies the other for its own acts, omissions, gross negligence or wilful misconduct. ECJ-US specifically indemnifies ECJ-UAE against IP infringement claims.
Aggregate liability capped at 12 months of Royalty paid or payable preceding the claim — except IP infringement, wilful misconduct & gross negligence.
Gulf entity pays 15% corporate tax annually on applicable taxable income per relevant Gulf jurisdiction law.
Withholding tax on Royalty handled per applicable double-taxation treaty. W-8BEN-E or equivalent forms cooperated upon.
DIFC Laws. UAE data protection, consumer protection & tax law as mandatory overlays for Territory operations.
30 days good-faith mediation required before arbitration or litigation.
Arbitration in Dubai · English, under DIFC-LCIA mechanism agreed in execution version.
This document + SLA + Data Processing Addendum = full agreement; supersedes prior writings.
No liability for events beyond reasonable control: acts of God, war, pandemic, internet outage, governmental restriction.
zainab@eatcookjoy.com · aziz@azizsaif.com. Counterparts & e-signature accepted.