Common use of Accounting and Reporting Clause in Contracts

Accounting and Reporting. 5.1. Issuer agrees to furnish Custodian with the income tax cost basis and dates of acquisition of all Securities held in Issuer’s Account to be carried on its records. If Issuer does not furnish such information, Custodian shall carry the Securities at any such nominal value it determines, such value to be for bookkeeping purposes only. All statements and reporting of any matters requiring this information will use this nominal value. Custodian shall have no duty to verify the accuracy of the tax cost basis or dates of acquisition furnished by Issuer. 5.0. Xx the extent that Custodian has agreed to provide pricing or other information services, Custodian is authorized to utilize any vendor (including brokers and dealers of securities and pricing services embedded in Custodian’s securities processing or accounting systems) reasonably believed by Custodian to be reliable to provide such information. Issuer understands that certain pricing information with respect to complex financial instruments, including, without limitation, derivatives, may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may or may not be material. If Issuer does not provide such information, Custodian shall use the cost or nominal value for such Securities, solely for administrative convenience. Pursuant to Section 13 Issuer shall release, indemnify, defend and hold Custodian harmless, and Custodian shall be without liability, for any Losses incurred as a result of errors or omissions with respect to any pricing or other information utilized by Custodian hereunder. Custodian shall have no responsibility or duty to ascertain or authenticate the value of pricing applied to any Securities. 5.3. Custodian shall provide Issuer account statements for its Account at least monthly via electronic means or as otherwise as agreed to by Issuer and Custodian showing all income and Issuer transactions. Issuer may approve or disapprove any such statement within 10 days of its receipt, and if no written objections are received within the 10-day period, such statement of account shall be deemed approved by Issuer. 5.4. Issuer or its designee (at their sole cost and expense) shall have access upon reasonable prior notice to Custodian during regular business hours to the books and records relating to Issuer’s Account, or shall be given confirmation of the contents of the books and records maintained by Custodian to verify the accuracy of such books and records. Custodian shall notify Issuer promptly of any Law that would restrict such access or confirmation. Custodian shall not be under any obligation to retain records in paper form.

Accounting and Reporting. 5.1. Issuer agrees to furnish Custodian with the income tax cost basis and dates of acquisition of all Securities held in Issuer’s Account to be carried on its records. If Issuer does not furnish such information, Custodian shall carry the Securities at any such nominal value it determines, such value to be for bookkeeping purposes only. All statements and reporting of any matters requiring this information will use this nominal value. Custodian shall have no duty to verify the accuracy of the tax cost basis or dates of acquisition furnished by Issuer. 5.00.0. Xx the extent that Custodian has agreed to provide pricing or other information services, Custodian is authorized to utilize any vendor (including brokers and dealers of securities and pricing services embedded in Custodian’s securities processing or accounting systems) reasonably believed by Custodian to be reliable to provide such information. Issuer understands that certain pricing information with respect to complex financial instruments, including, without limitation, derivatives, may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may or may not be material. If Issuer does not provide such information, Custodian shall use the cost or nominal value for such Securities, solely for administrative convenience. Pursuant to Section 13 Issuer shall release, indemnify, defend and hold Custodian harmless, and Custodian shall be without liability, for any Losses incurred as a result of errors or omissions with respect to any pricing or other information utilized by Custodian hereunder. Custodian shall have no responsibility or duty to ascertain or authenticate the value of pricing applied to any Securities. 5.3. Custodian shall provide Issuer account statements for its Account at least monthly via electronic means or as otherwise as agreed to by Issuer and Custodian showing all income and Issuer transactions. Issuer may approve or disapprove any such statement within 10 days of its receipt, and if no written objections are received within the 10-day period, such statement of account shall be deemed approved by Issuer. 5.4. Issuer or its designee (at their sole cost and expense) shall have access upon reasonable prior notice to Custodian during regular business hours to the books and records relating to Issuer’s Account, or shall be given confirmation of the contents of the books and records maintained by Custodian to verify the accuracy of such books and records. Custodian shall notify Issuer promptly of any Law that would restrict such access or confirmation. Custodian shall not be under any obligation to retain records in paper form.

Accounting and Reporting. 5.1. Issuer agrees to furnish Custodian with the income tax cost basis The Recipient shall keep accurate and dates of acquisition of all Securities held in Issuer’s Account to be carried on its records. If Issuer does not furnish such information, Custodian shall carry the Securities at any such nominal value it determines, such value to be for bookkeeping purposes only. All statements and reporting of any matters requiring this information will use this nominal value. Custodian shall have no duty to verify the accuracy of the tax cost basis or dates of acquisition furnished by Issuer. 5.0. Xx the extent that Custodian has agreed to provide pricing or other information services, Custodian is authorized to utilize any vendor (including brokers and dealers of securities and pricing services embedded in Custodian’s securities processing or accounting systems) reasonably believed by Custodian to be reliable to provide such information. Issuer understands that certain pricing information with respect to complex financial instruments, including, without limitation, derivatives, may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may or may not be material. If Issuer does not provide such information, Custodian shall use the cost or nominal value for such Securities, solely for administrative convenience. Pursuant to Section 13 Issuer shall release, indemnify, defend and hold Custodian harmless, and Custodian shall be without liability, for any Losses incurred as a result of errors or omissions with respect to any pricing or other information utilized by Custodian hereunder. Custodian shall have no responsibility or duty to ascertain or authenticate the value of pricing applied to any Securities. 5.3. Custodian shall provide Issuer account statements for its Account at least monthly via electronic means or as otherwise as agreed to by Issuer and Custodian showing all income and Issuer transactions. Issuer may approve or disapprove any such statement within 10 days of its receipt, and if no written objections are received within the 10up-day period, such statement of account shall be deemed approved by Issuer. 5.4. Issuer or its designee (at their sole cost and expense) shall have access upon reasonable prior notice to Custodian during regular business hours to the books to-date accounts and records relating to Issuer’s Accountthe Contribution, separate from those it keeps for the rest of its business. Upon the reasonable request of the FCO, the Recipient will provide the FCO with a copy of annual accounts relating to the Contribution within 3 months of the end of each financial year during the Term of this MoU, or such other period as the Parties may mutually agree in writing. The Recipient shall be given confirmation keep all invoices, receipts, and accounts and any other relevant documents relating to the expenditure of the contents Contribution for a period of at least 2 years following receipt of any Contribution monies to which they relate. The FCO shall have the right to review, at its reasonable request, the Recipients accounts and records that relate to the expenditure of the books Contribution and records maintained by Custodian shall have the right to verify the accuracy take copies of such books accounts and records. Custodian Where the Recipient has obtained funding from a third party to delivery any part of the Programme, the Recipient shall notify Issuer promptly include the amount of such funding in its financial reports together with details of what that funding has been used for. Upon its reasonable request, the Recipient shall provide the FCO with such further information, explanations and documents as the Funder may reasonably require in order for it to establish that the Contribution has been used for the proper purpose outlined at Annex 1. The Recipient shall permit any Law person authorised by the FCO such access, as the Parties agree to in writing, to its employees, agents, premises, facilities and records, for the purpose of discussing, monitoring and evaluating The Recipient's fulfilment of the conditions of this MoU and shall, if so required, provide appropriate oral or written explanations from them. The Recipient commits to assure that would restrict such access the funds disbursed in the form of advances will be subject to annual audits. Such audits will be undertaken by an independent auditing firm or confirmationthe external auditing firm of the Recipient subject to previous written non objection from the FCO. Custodian shall not The costs of the audit will be under part of the Programme costs. The Recipient commits to provide the FCO at the end of each quarter and at the end of each year with a technical and financial progress report relating to the implementation of the Programme. The annual report must be delivered to the FCO 10 days prior to the end on each year. Within 3 months after the Expiry Date, the Recipient will deliver a Programme completion report to the FCO. The final report will at least include (a) a summary of outputs and activities of the Programme and a full summary of the Programme's income and expenditure and payments received, including the total amount disbursed; (b) a summary table setting out the final amount of each procurement contract; (c) description of the results generated by each operation and their impact in relation to the objectives of the Programme using the indicators included in the MoU. The reports will be in GBP. The Programme will have two committees. The Steering Committee will make decisions for the technical and financial implementation of the Program and will validate the reports sent by The Recipient, and will be composed by the FCO and the Recipient The Recipient will set an Internal Committee composed by the financial and technical leaders of the Programme on the different areas. The purpose will be to follow up all contracts financed by the Program and determine which projects will be presented to the FCO. PROGRAMME MANAGEMENT Under the procurement, award and performance of contracts relating to the implementation of the Programme, the Recipient commits to adhere with and implement the provisions of the IDB Procurement Guidelines dated on March of 2011 GN-2350-9. The threshold that determines the use of the public international bidding, will be available at the disposal of the Beneficiary in the web page xxx.xxxx.xxx/xxxxxxxxxxx. This threshold is $500.000 USD. Below the above mentioned threshold, the awarding method will be decided in agreement with the complexity and characteristics of the acquisition or contracting according to the IDB Procurement Guidelines dated on March of 2011 GN-2350-9. The Recipient commits to assure that a delegate of the Funder could participate on the selection processes. The Recipient also commits to take any obligation to retain records in paper formsteps necessary for the effective implementation of the provisions of the IDB Procurement Guidelines. The use of these Guidelines assure that all processes are competitive and firms from any nationality could participate on the process, this includes British Firms.

Accounting and Reporting. 5.1. Issuer agrees to furnish Custodian 9.1 The Licensee shall keep full, accurate and proper records and accounts in connection with the income tax cost basis and dates of acquisition of all Securities held in Issuer’s Account to be carried on its records. If Issuer does not furnish such information, Custodian shall carry the Securities at any such nominal value it determines, such value to be for bookkeeping purposes only. All statements and reporting of any matters requiring this information will use this nominal value. Custodian Licensed Products. 9.2 The Licensor shall have no duty to verify the accuracy right during the Term and for a period of the tax cost basis or dates of acquisition furnished by Issuer. 5.0. Xx the extent that Custodian has agreed to provide pricing or other information servicessix years thereafter, Custodian is authorized to utilize any vendor (including brokers and dealers of securities and pricing services embedded in Custodian’s securities processing or accounting systems) reasonably believed by Custodian to be reliable to provide such information. Issuer understands that certain pricing information with respect to complex financial instruments, including, without limitation, derivatives, may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may or may not be material. If Issuer does not provide such information, Custodian shall use the cost or nominal value for such Securities, solely for administrative convenience. Pursuant to Section 13 Issuer shall release, indemnify, defend and hold Custodian harmless, and Custodian shall be without liability, for any Losses incurred as a result of errors or omissions with respect to any pricing or other information utilized by Custodian hereunder. Custodian shall have no responsibility or duty to ascertain or authenticate the value of pricing applied to any Securities. 5.3. Custodian shall provide Issuer account statements for at its Account at least monthly via electronic means or as otherwise as agreed to by Issuer and Custodian showing all income and Issuer transactions. Issuer may approve or disapprove any such statement within 10 days of its receipt, and if no written objections are received within the 10-day period, such statement of account shall be deemed approved by Issuer. 5.4. Issuer or its designee (at their sole cost and expense) shall have access upon reasonable prior notice expense (subject to Custodian during regular business hours clause 9.4), on service of at least five Business Days' notice, to conduct an audit in relation to the books Licensee’s compliance with this Agreement. The Licensor (or, if the Licensor elects, its agents, accountants and/or professional advisors) may conduct the audit, during normal business hours, at the offices of the Licensee and records the Licensee will make available to the Licensor (and its agents, accountants and/or professional advisors) its books, records, documents and agreements relating to Issuerthis Agreement to establish whether the Licensee has complied with its obligations under this Agreement (including without limitation the calculation of Royalties due to the Licensor). The Licensee will co-operate with the Licensor or its duly authorised representatives during such examination and shall make available such personnel and facilities as may reasonably be required in connection with the examination. 9.3 The Licensor’s Account, representatives may take copies of the records and books of account and any other relevant information relating to this Agreement for the purpose of auditing all or any information and/or procedures used to compile such reports and such information shall be given confirmation treated as confidential to the Licensee under the terms of the contents confidentiality obligations contained within this Agreement. 9.4 If any such audit reveals that the Licensor has not been paid any monies that were properly due to the Licensor, then the Licensee shall promptly pay the shortfall together with interest to be calculated in accordance with Clause 9.6.2 below and if the shortfall is greater than 5% then the Licensor will pay the reasonable costs of the books audit. 9.5 All monies due to the Licensor under the terms of this Agreement are payable to the Licensor in the currency in which they are expressed in this Agreement (the “Contractual Currency”). Royalties earned in currencies other than the Contractual Currency shall be converted into the Contractual Currency at the published mid rate of exchange of Xxxxxxx’x Bank PLC on the date on which each such payment is due. 9.6 If the Licensee fails to make any payment which is due to the Licensor pursuant to or in connection with this Agreement to the Licensor when due then, without prejudice to any other rights and records maintained remedies (whether provided by Custodian law, equity or this Agreement) which the Licensor may have, the Licensor is entitled to: 9.6.1 suspend the licence set out in this Agreement until the relevant amount is paid; and/or 9.6.2 charge interest on any unpaid amount (inclusive of VAT) at a rate of two per cent per annum over Barclays Bank PLC base rate from time to verify time calculated on a daily basis for the accuracy period from the due date to the date of such books actual payment in full, both before and recordsafter any judgment. Custodian shall notify Issuer promptly The parties agree that this clause 9.6.2 is a substantial remedy for late payment of any Law that would restrict such access sum payable pursuant to or confirmation. Custodian shall not be under any obligation to retain records in paper form.connection with this Agreement in accordance with section 8(2) of the Late Payment of Commercial Debts (Interest)