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The Stock Management Agreement is essential for companies in Saudi Arabia seeking professional management of their share capital and related operations. This document is typically used when a company needs to outsource or formally structure its stock management functions, ensuring compliance with the Saudi Companies Law, Capital Market Authority regulations, and Shariah principles. The agreement becomes particularly crucial for listed companies, companies with complex shareholding structures, or those preparing for public offering. It comprehensively covers areas such as share register maintenance, transfer processing, corporate action management, dividend distributions, and regulatory reporting. The document must align with Saudi Arabia's unique regulatory framework, including both conventional corporate requirements and Islamic finance principles.

1. Parties: Identification of the parties entering into the agreement, including the company and the stock manager

2. Background: Context of the agreement, including company's status and reason for engaging stock management services

3. Definitions: Key terms used throughout the agreement, including technical and legal terminology

4. Appointment and Scope: Formal appointment of the stock manager and detailed scope of services

5. Term and Termination: Duration of the agreement and circumstances for termination

6. Stock Manager's Duties: Detailed responsibilities including record keeping, transfer processing, and reporting

7. Company's Obligations: Company's responsibilities in providing information and cooperation

8. Compliance Requirements: Obligations to comply with Saudi laws, CMA regulations, and Shariah principles

9. Fees and Expenses: Payment terms, fee structure, and reimbursable expenses

10. Confidentiality: Protection of confidential information and trade secrets

11. Representations and Warranties: Statements of fact and assurances from both parties

12. Liability and Indemnification: Limitation of liability and mutual indemnification provisions

13. Force Majeure: Provisions for unforeseen circumstances affecting performance

14. Governing Law and Jurisdiction: Application of Saudi law and dispute resolution mechanisms

15. General Provisions: Standard clauses including notices, amendments, and assignment