MADANI ADVISORY
STRATEGIC SOURCING · RECOVERED MARGIN
STRATEGIC SOURCING AGREEMENT
MAD-FMCG-2026-0001-SSAEffective date: 2026-09-15 · Term: 12 months renewable
1. The Parties
1.1 The Service Provider — Madani Advisory, registered Ajman Free Zone FZE, UAE. Represented by Mohamed A. Madani, Founding Partner & Strategic Procurement Architect.
1.2 The Client — Maison Lefèvre, Paris, France, represented by Camille Lefèvre, —.
2. Recitals
This Agreement is entered into with reference to the ProcureScan™ Diagnostic (Ref MAD-FMCG-2026-0001, Date 18 Nov 1969, Score 21/100), the Diagnostic Cooperation Letter signed on 22 Nov 1969, and the verified savings achieved by Madani Advisory in the cooperation period under that letter.
3. Definitions
Confidential Information; Engagement Period; Performance Fee; Verified Savings; Baseline; Service Provider; Supplier; Categories in Scope — each as defined in this Agreement and its Annexes.
4. Scope of Services
Madani Advisory shall deliver a full procurement programme covering supplier sourcing, qualification, sample testing, contract negotiation and renegotiation, performance follow-up, governance, quarterly reviews, and annual category renegotiations across the Categories listed in Annex A.
5. Term and Renewal
Twelve (12) months from the Effective Date. Tacit renewal for additional 12-month periods unless either Party gives sixty (60) days' written notice prior to the renewal date.
6. Fees and Payment
6.1 Fee Structure — Activation Fee, Monthly Advisory Fee, and Performance Fee, all detailed in Annex B.
6.2 Performance Fee Calculation — Performance Fee = Verified Monthly Savings × Performance Fee % (per Annex B.3), invoiced monthly in arrears for the duration of the Term and any renewal.
6.3 Invoicing and Payment Terms — Invoices issued on the 1st of each month. Net fifteen (15) days. Late payment carries 1.5% per month.
6.4 Fee Review — Fees are reviewed annually on the renewal date; either Party may request adjustment with 30 days' written notice.
7. Baseline Definition and Savings Calculation
Baseline is established from the 3 months of supplier invoices provided under the Diagnostic Cooperation Letter. Verified Savings = (Baseline unit cost − new contracted unit cost) × actual purchased volume in the relevant month. Both Parties co-sign the monthly Verified Savings Statement before any Performance Fee is invoiced.
8. Zero Compromise Quality Guarantee
Madani Advisory commits to sample-testing every new Supplier prior to award. Any quality regression versus the baseline supplier is grounds for immediate Supplier replacement at no cost to the Client.
9. Supplier Exclusivity and Non-Circumvention
9.1 Absolute exclusivity during the Term — the Client shall transact with Madani-introduced Suppliers solely through Madani Advisory.
9.2 Post-termination Restricted Period — for thirty-six (36) months from termination, the Client shall not directly or indirectly contact, solicit, or transact with any Supplier introduced or qualified by Madani Advisory, outside a written arrangement with Madani Advisory.
9.3 Perpetual confidentiality of supplier intelligence — Supplier identities, pricing structures, and commercial terms disclosed by Madani Advisory remain confidential indefinitely as trade secrets.
9.4 Liquidated damages — Breach of 9.1, 9.2, or 9.3 triggers liquidated damages equal to twenty-four (24) months of the average monthly Performance Fee plus Monthly Advisory Fee at the time of breach.
9.5 Injunctive relief — Madani Advisory is entitled to seek injunctive relief in addition to damages.
10. Confidentiality
Mutual confidentiality obligations apply; they survive termination by five (5) years. Supplier intelligence remains confidential perpetually per Clause 9.3.
11. Data Protection
GDPR for EU/France engagements; UAE PDPL for GCC engagements. Client data is processed only for the delivery of Services.
12. Intellectual Property
The ProcureScan™ methodology, diagnostic engine, benchmark database, sourcing playbooks, and all derivative outputs remain the exclusive property of Madani Advisory.
13. Representations and Warranties
Each Party represents that it has authority to enter into this Agreement; that no conflict exists with any existing agreement; and that all information provided is accurate.
14. Termination for Cause
Either Party may terminate for material breach uncured for thirty (30) days; insolvency; or sustained failure to deliver Verified Savings for six (6) consecutive months.
15. Limitation of Liability
Liability is capped at the fees paid in the twelve (12) months preceding the claim. The cap does not apply to wilful misconduct, gross negligence, breach of Clause 9, or breach of confidentiality.
16. Indemnification
Each Party shall indemnify the other against third-party claims arising from its breach of this Agreement.
17. Force Majeure
Standard EU/UAE-compliant force majeure clause; obligations are suspended during the event; either Party may terminate after ninety (90) continuous days of force majeure.
18. Governing Law and Dispute Resolution
UAE law with DIFC-LCIA arbitration in Dubai for GCC engagements; French law with ICC arbitration in Paris for France/EU engagements.
19. General Provisions
19.1 Independent Contractors.
19.2 Notices — email is a valid notice channel.
19.3 Assignment — requires the Client's written consent.
19.4 Entire Agreement.
19.5 Amendment — in writing only.
19.6 Severability.
19.7 Waiver — no implied waiver.
19.8 Language — this Agreement is executed in English; a bilingual version is available for reference; in case of conflict the English version prevails.
20. Signatures
See signature block below.
ANNEX A — Categories in Scope
- • Supplier Mgmt
- • Contracts
- • Benchmarking
ANNEX B — Commercial Terms
B.1 Activation Fee
4,500 EUR — one-time, due on signature, deductible from first Performance Fees per SSA 6.1.
B.2 Monthly Advisory Fee
12,000 EUR/month — covers ongoing benchmarking, supplier governance, quarterly business reviews.
B.3 Performance Fee
40% of Verified Monthly Savings — invoiced monthly in arrears.
B.4 Currency
EUR — all fees and invoicing in this currency unless varied by written amendment.
| Scenario | Verified Monthly Savings | Perf. Fee + Advisory | Client Net Monthly | ROI |
|---|
| Current (verified) | €5,000 | €14,000 | -€9,000 | 0.4× |
| Conservative (−15%) | €4,250 | €13,700 | -€9,450 | 0.3× |
| Ambitious (+25%) | €6,250 | €14,500 | -€8,250 | 0.4× |
ANNEX C — Out-of-Scope Services
The following are available on quotation as separate engagements:
- • Capex procurement
- • IT software licensing
- • Legal counsel
- • Insurance brokerage
- • Tax advisory
- • One-off audit or compliance work outside the agreed Categories
ANNEX D — Notes and Variables
- • Defined terms used in Annex B carry the same meaning throughout the Agreement.
- • Baseline review cadence: quarterly, with both Parties' co-signature on any baseline adjustment.
- • Force majeure carve-outs: payment obligations on Verified Savings already invoiced.
- • Notice address — Madani Advisory: contact@madani-advisory.com / +971 55 690 4990.
- • Notice address — Client: — / —.