Common use of Provision of the Services Clause in Contracts

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the description of the Services in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the description of provide the Services in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are supplied during the Agreement Period in accordance with the provisions of this Call Off Contract (including Client’s requirements as set out in the Call Off Tender) Specification and the Tenderterms of the Agreement. The Client shall have the power to inspect and examine the performance of the Services at any reasonable time. If the Client informs the Supplier that the Client considers that any part of the Services do not meet the requirements of the Agreement or differ in any way from those requirements, and this is other than as a result of Default on the part of the Client, the Supplier shall at its own expense re-schedule and perform the work correctly within such reasonable time as may be specified by the Client without prejudice to the Client’s other rights arising from any breach of the Agreement. If the defect is not remedied within a reasonable time the Client may seek alternative remedies to be funded by the Supplier. Timely supply of the Services shall be of the essence of the Contract, including in relation to commencing the supply of the Services within the time agreed or on a specified date. Without prejudice to any other rights and remedies the Client may have pursuant to the Agreement, the Supplier shall reimburse the Client for all reasonable costs incurred by the Client which have arisen as a direct consequence of the Supplier’s delay in the performance of the Agreement which the Supplier has failed to remedy after being given reasonable notice by the Client. The Supplier shall perform its obligations under this Call Off Contract in accordance withacknowledges that it: all applicable Law; Good Industry Practice; has sufficient information about the Standards; the Security Policy; the ICT Policy (if so required by the Customer); Client and the Supplier's own established procedures Specification and practices that it has made all appropriate and necessary enquires to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) enable it to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide perform the Services in accordance with this Call Off Contractthe Agreement; subject shall neither be entitled to Clause 22.1 (Variation Procedure), obtain, any additional payment nor excused from any obligation or liability under the Agreement due to any misinterpretation or misunderstanding by the Supplier of any fact relating to the Specification or otherwise to the Agreement; and maintain throughout shall comply with all lawful and reasonable directions of the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision Client relating to its performance of the Services; ensure . The Services include assisting other suppliers providing services to the Client or any other member of the Client’s Group at no additional cost to the Client to the extent that any services recommended such assistance or otherwise specified management of other suppliers is as described in, contemplated by the Supplier for use by the Customer in conjunction with the Deliverables and/or or reasonably to be inferred from the Services shall enable or the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property nature or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition manner of the supply of thereof. Notwithstanding the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trustabove, the Supplier shall enforce such warranties in accordance with any shall, where directed by the Client, provide at no cost all reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither itassistance, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as to any other third party with which any member of the Customer may reasonably request for Client’s Group has a relationship subject to the purposes signature of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on confidentiality agreements between the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services)those third parties.

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the any description of the Services in Call Off Schedule 2 ( (Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and or the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e)) and, where necessary the provisions of xxxxx://xxx.xxx.xx/government/publications/cyber-essentials-scheme-overview, or equivalent. The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any products or services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); and ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. 2.1 The Supplier acknowledges and agrees Partner may request that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the description of the Services in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to Xaar provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor Service in respect of any Deliverables and/or a particular Product by written notice to Xaar; 2.2 Xaar will respond to a request from the Services. Where any such warranties are held on trustPartner under clause 2.1 within a reasonable time confirming the information, which it requires from the Partner and details of the samples of the Product it requires in order to make a decision as to whether or not it will provide the Service in respect of a particular Product; 2.3 Once Xaar has received all of the information and the Sample it requested under clause 2.2 and undertaken an initial fluid screening, the Supplier shall enforce such warranties in accordance with any reasonable directions that parties will discuss the Customer may notify from time to time to results of the Supplier; screening and Xaar will confirm whether or not it will provide the Customer with such assistance as rest of the Customer may reasonably require during the Call Off Contract Period Service in respect of the supply particular Product; 2.4 If Xaar is willing to provide the rest of the Service in respect of a particular Product following the initial fluid screening referred to in clause 2.3 and Partner is willing to make the required adjustments to the Product, a project plan will be prepared jointly and the Partner will promptly comply with Xaar’s instructions and supply any further information and/or Samples as required by Xaar. 2.5 For the avoidance of doubt, Partner decides not to change the Product and/or Xaar decides not to continue with the Services; deliver , either Party shall notify the Services other in writing as soon as reasonably possible and that shall be taken as notice to terminate. Any other work commissioned under the terms herein, if any, shall continue as normal and will not be affected by potential refusal of additional requests. If the Partner makes changes to its Product and wants Xaar to carry out a proportionate repeat Service in respect of the modified Product, the Partner will make a request to Xaar in writing for a repeat Service, and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses Xaar will confirm to the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of Partner within a reasonable time whether or not it considers that it is worthwhile providing a repeat Service. For the avoidance of doubt, it will be in Xaar’s discretion whether or not to provide the Service more than once in respect of a particular Product, but Xaar will not unreasonably refuse to provide the Service. In any event, if requested by Partner, Xaar will provide the repeated Services subject to agreement on the applicable service fee and if the repeated Services are made for such act or omission is related a fee, no Fees shall be due with respect to said Products. 2.6 Xaar will use reasonable efforts to provide the Service to the Supplier’s obligations under this Call Off ContractPartner in accordance with timeframes notified to the Partner; and gatherhowever Xaar will not be liable to the Partner for failing to meet any timeframes. 2.7 In providing the Services, collate and provide such information and co-operation as Xaar shall not certify the Customer may reasonably request Product to a Printhead which is nearing its end of life or to a printhead which is not popular for printers used in the field for the purposes Product. If Xaar notifies an end of ascertaining life with respect to the Supplier’s compliance Printhead to which the Product was certified, it shall provide Partner with one year prior notice and will provide Services without charge in order to certify the Product to a new Printhead.The Partner shall notify Xaar as soon as is reasonable in the event that the formulation of a particular Product (including but not limited to the components or portions of the components of the Product) changes from what it was at the time when a Fluid Approval Certificate was issued. 2.8 Once a Fluid Approval Certificate is provided, Xaar will include the Product in its website and its other documentation, in the same manner it includes other inks sold with its obligations under this Call Off ContractPrinthead. 2.9 Any Fluid Approval Certificate issued in respect of a particular Product shall only be valid to the extent that the formulation of the Product (including but not limited to the components or portions of the components of the Product) does not change from what it was at the time when the Fluid Approval Certificate was issued. An obligation In the event that such a change occurs, the Fluid Approval Certificate shall immediately and automatically cease to be effective and shall be revoked by Xaar immediately. Xaar will endeavour to provide Partner with a written statement where possible within 15 working days from the date of said revocation. Xaar shall be further entitled to remove reference to the Product as being approved on the Supplier to doXaar website/s and in Xaar documentation, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors unless such modified Product is approved by Xaar separately and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included a Fluid Approval Certificate is issued in Annex 1 of Call Off Schedule 2 (Services)respect thereof.

Provision of the Services. 2.1 The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier services we supply to you are those Services detailed in the Services Agreement. The Services may include (but are not limited to): • The ability to make or receive a Call ("Telephone Service"); • The provision of line or lines for a rental charge ("Line Rental Service"); • The provision of broadband internet access ("Broadband Service"); • The provision of IP telephony services ("VoIP Service") • Any other Services which we may offer for sale from time to time. For the avoidance of doubt, the specific Services to be provided to you under the Contract shall be detailed in the attached Services Agreement. 2.2 We will use reasonable endeavours to provide you with the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the description of the Services in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); date we agree with you and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and continue to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout until the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision Contract is terminated. However time shall not be of the Services; ensure that essence in relation to performance and we will not be liable for any services recommended loss or otherwise specified damages suffered by you should the Services not commence on and/or be completed by the Supplier for use by the Customer in conjunction with the Deliverables and/or agreed date. 2.3 We cannot guarantee and do not warrant that the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that interruptions or will be fault- free and we will not be liable for any loss or damages should the Services be interrupted from time to time. You accept that there may also be degradations of the quality of the Service from time to time due to matters beyond our control (see paragraph 14 below), and that we will not be liable for any loss or damages should the quality of the Service we provide be affected by such matters. 2.4 In providing the Services we shall use the reasonable skill and care that may be expected from a competent communications service provider. However, where you do not use an Assured broadband or internet service supplied by us then you understand that we make no assurances in respect of the quality of your Calls and we shall not be liable for any degradation of service you experience compared to the service you received from your previous supplier. 2.5 By signing the Contract you warrant that you are fully compatible out of contract with your current supplier and therefore we are not liable for any Customer Property charges levied upon you or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (us from your existing supplier by moving to Talk Straight to provide the Services. You understand that you shall be liable for any costs or elsewhere in this Call Off Contract) or otherwise used by the Supplier fees payable to your existing supplier arising in connection with your termination of their services. 2.6 By signing the Contract you warrant that you have disclosed all features associated to your current service. This includes any other services which are reliant upon this Call Off Contract; minimise service, (for example, but not limited to, extension billing or XXX removal). We cannot be held responsible for any disruption additional charges you may have levied upon you by your other suppliers when moving from your existing telecoms supplier to us. 2.7 Unless otherwise agreed in writing, you agree to secure exit from your existing supplier within 5 weeks from signature of the Sites and/or Contract for all services which we are to assume responsibility for. We reserve the Customer's operations when providing the Services; ensure that right to charge for any Documentation and training provided by the Supplier necessary work relating to the Customer moving you from your existing supplier to us if you have not specified any additional services we are comprehensive, accurate and prepared not aware of. Such charges shall be in accordance with Good Industry Practice; co-operate with our standard rates in force at the Other Suppliers and provide reasonable information relevant time. (including any Documentation), advice and assistance in connection with a) We will give you an estimated installation date for the Services but you understand time is not of the essence in relation to performance of any installation. Subject to clause 13.1 below we shall not be liable for any costs or losses suffered by you which relate to our delayed or failed performance of the installation services. (b) If you do not supply the correct postcode relating to your telecoms service and our initial attempt to take over your services fail due to this reason then we reserve the right to charge you a reasonable administration fee of equal value to the amount we are charged by our suppliers. It is your responsibility to confirm the postcode BT has on record with your existing suppliers and to inform us of such in writing within a reasonable period in advance. (a) On the agreed day of installation should our engineers or our supplier’s engineers be unable to get access to your site due to any Other Supplier andact or omission by you or any of your officers, on employees or agents, then an abortive full day site visit charge at our current rate will be payable by you. Further, we shall be entitled to charge you for any additional charges levied upon us by our third party suppliers as a result of such failed site visit. (b) You must give us a minimum of 2 full working days' (i.e. a minimum of 48 hours) notice if you wish to cancel or re-arrange a pre-arranged engineer site visit. In the Call Off Expiry Date event you fail to give such notice you shall be liable to pay £550 plus VAT to us in respect of such cancelled engineer site visit, irrespective of whether your contract provides for free installation services. 2.10 Some of our engineering services and our suppliers engineering services are time and materials based. We will indicate an estimated cost at time of order. If however the installation is more complicated and/or takes longer to complete than first anticipated for any reason, then we reserve the right to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customercharge you additional sums on an hourly basis, or if it is unable to do so, shall (to the extent it is legally able to do so) hold based on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor our standard rates as in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify force from time to time time. 2.11 It is your responsibility to accurately tell our suppliers engineers where to install Lines and Equipment on the day of installation. Such information should be provided to us in advance of installation in writing. Should you not do so and the Line or Equipment is installed (in whole or in part) elsewhere in your premises then you are responsible for any additional charges in moving the Line/Equipment to the Supplier; provide the Customer with such assistance desired location, and any loss or damage incurred as the Customer may reasonably require during the Call Off Contract Period in respect a result of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places Line and/or Equipment being installed in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services)incorrect location.

Provision of the Services. The Supplier acknowledges 3.1 During the Engagement the Consultant will: 3.1.1 provide the Services in an expert and agrees that the Customer relies on the diligent manner with all due care, skill and judgment ability devoting such time as may be necessary for their proper performance; and 3.1.2 promptly give to the Board all such information and reports as it may reasonably require in connection with matters relating to the provision of the Supplier Services. 3.2 The Consultant will be responsible for and bear all costs incurred in the provision of the Services. 3.3 [Where the Consultant is unable or unwilling to perform the Services the Consultant will advise the Company of that fact as soon as reasonably practicable and may appoint a Substitute to perform the performance Services instead of its obligations under this Call Off Contract. The Supplier shall ensure the Consultant [provided that the Services: comply in all respects Substitute will be required to enter into direct undertakings with the description Company, including with regard to confidentiality]. If the Consultant appoints a Substitute, all references throughout this Agreement to the Consultant will be deemed to include the Substitute.] 3.4 [For the avoidance of doubt the Services Consultant will be responsible for the remuneration of any Substitute]. 3.5 [If a Substitute is appointed the provisions relating to sub processor obligations in Call Off Schedule 2 ( Services) or elsewhere clause 8 will apply.] 3.6 Unless the Consultant has been specifically authorised to do so in this Call Off Contract; and are supplied writing (which in respect of 3.6.1 below shall be in accordance with clauses 5.3 and 5.4) the provisions Consultant shall not: 3.6.1 have any authority to incur any expenditure in the name of this Call Off Contract (including or for the Call Off Tender) account of the Company; 3.6.2 hold themself out as having authority to bind the Company. 3.7 The Consultant will comply with all reasonable standards of safety and comply with the Tender. The Supplier shall perform its obligations under this Call Off Contract Company’s health and safety procedures in accordance with: all applicable Law; Good Industry Practice; force at the Standards; relevant time at the Security Policy; premises where the ICT Policy (if so required by the Customer); Services are provided and the Supplier's own established procedures and practices report to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) Company any unsafe working conditions or practices. 3.8 The Consultant may use another person, firm, company or organisation to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure)perform any administrative, obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual clerical or otherwise) it may require and secretarial functions which are necessary for reasonably incidental to the provision of the ServicesServices provided that the Company will not be liable to bear the cost of such functions. 3.9 The Consultant must not during the course of this Agreement: 3.9.1 engage or employ any of the Company's employees, directors or consultants engaged in a senior executive, managerial, sales, marketing, design, technical capacity with whom the Consultant has personal contact or material dealings, provided that this clause 3. 9.1 shall not apply to the engagement or employment of any individual who responds to a general campaign advertising the relevant vacancy; ensure that or 3.9.2 other than on behalf of the Company, have any contact with any person, firm, company or other entity who or which is provided with goods or services recommended or otherwise specified by the Supplier for use by Company or is negotiating with or in the Customer in conjunction habit of dealing with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date Company for any reason, to enable the timely transition of the supply of goods or services by the Services (Company about which the Consultant has Confidential Information or, in each case, with whom or any of them) to which the Customer and/or to any Replacement Supplier; assign to Consultant has material dealings in the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit course of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services)Engagement.

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the description of the Services in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a7.(a) to 7.1.3(e7.(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 8. shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the Customer’s description of the Services in Call Off Schedule 2 ( (Services) (or elsewhere in this Call Off Contract); and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and or the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the Quality Plans; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e7.1.3(f). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 21.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that: the release of any new Supplier Software or upgrade to any Supplier Software complies with the interface requirements of the Customer and (except in relation to new Software or upgrades which are released to address Malicious Software) shall notify the Customer three (3) Months before the release of any new Supplier Software or Upgrade; all Software including Upgrades, Updates and New Releases used by or on behalf of the Supplier are currently supported versions of that Software and perform in all material respects in accordance with the relevant specification; any products or services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the CustomerCustomer as specified by the Customer at the time of entering into this Call Off Contract and subject to any subsequent Variation; ensure that the Supplier System and Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer)) and will be Euro Compliant; ensure that and the Services are fully compatible with any Customer Software, Customer System, Customer Property or Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites Services, the ICT Environment and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier to enable such Other Supplier to create and maintain technical or organisational interfaces with the Services and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. 4.1 The Supplier acknowledges Service Provider shall at all times during the DPS Agreement Period and agrees any Call-Off Contract Period; 4.1.1 supply to the Council on demand the name of the driver and/or the registration number of any vehicle used for providing the Services. 4.1.2 supply to the Council, on demand, the name of the driver, and/or a list of all vehicles used for providing the Services, which must show the registration number and features of each vehicle so that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure Council can verify that the Services: comply in all respects with the description of the Services in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with each vehicle meets the requirements of Clauses 7.1.3(a) the Specification and/or the Statement of Work; 4.2 When required pursuant to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with a Call-off Contract, the appropriate technical expertise to supply the Deliverables and to Service Provider will provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, the relevant Statement of Work and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any services recommended or will otherwise specified by the Supplier for use by the Customer perform its obligations in conjunction accordance with the Deliverables and/or Purchasing Terms. 4.3 The Service Provider will provide the Services shall enable and perform its obligations under the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of Purchasing Terms with all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation due skill, care and training provided by the Supplier to the Customer are comprehensive, accurate and prepared diligence in accordance with Good Industry Practice; co-operate , any further standards specified in the Schedules and/or Statement of Work and any policies and guidance provided by the Council to the Service Provider from time to time. 4.4 Without prejudice to Condition 4.3, the Service Provider will provide an adequate number of Staff who are appropriately experienced, qualified and trained to perform the Services and comply with the Other Suppliers and Service Provider’s obligations under the Purchasing Terms. 4.5 The Service Provider shall forthwith upon the occurrence of any of the following events notify the Council’s Contact of the details thereof: 4.5.1 any revocation or suspension of any licence required by the Service Provider to provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to ; and 4.5.2 the Customer and/or to imposition of any Replacement Supplier; assign to condition upon any licence or permit which prevents the Customer, or if it is unable to do so, shall (to Service Provider from providing the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties Services or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties them in accordance with the Purchasing Terms. 4.6 The Service Provider must meet the Selection Criteria at all times and shall notify the Council within 5 Working Days if it no longer meets any reasonable directions of the Selection Criteria. The Service Provider acknowledges that the Customer may notify Council reserves the right to, at its sole discretion, suspend or expel the Service Provider from time to time the DPS, dependent on the nature of such changes, particularly if such changes are to the Supplier; provide detriment of the Customer with such assistance as performance or standards of this DPS Agreement. 4.7 The Council reserves the Customer may reasonably require during right to request re-submission of any Selection Criteria or other Application details throughout the Call DPS Agreement Period or Call-Off Contract Period in respect of Period. 5 Call-Off Contracts under the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related DPS Agreement 5.1 The Call-Off Contract Award Procedure shall apply to the Supplier’s obligations award of Call-Off Contracts under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services)DPS Agreement.

Provision of the Services. The Supplier acknowledges 7.1 Mouldmen shall: (a) provide the Services, which shall conform to the standards and agrees meet all other requirements set out in the Quotation; (b) carry out their obligations and duties and provide the Services to the reasonable satisfaction of the Client, and shall exercise all due care skill and judgement and work diligently, effectively and to a high standard and at all times act in accordance with the applicable professional standards, principles and practices; (c) have regard to such requirements as may be conveyed to it by the Client and shall comply with all reasonable directions thereof; (d) ensure that the Customer relies they and any person employed or engaged to work on the skill Services does not: (i) engage in unethical work practices; or (ii) engage employees or subcontracted workers upon terms and judgment of the Supplier conditions that will not meet industrial standards generally applicable in the State. 7.2 Both parties shall make all reasonable effort to ensure the Services are completed in accordance with this Agreement and take all necessary reasonable steps to minimise any possible delay thereto. However, any time specified by Mouldmen for provision of the Services is an estimate only, and Mouldmen will not be liable for any loss or damage incurred by the performance Client as a result of its obligations under this Call Off Contractany delay. The Supplier In the event that Mouldmen is unable to provide the Services as agreed solely due to any action or inaction of the Client, then Mouldmen shall ensure that be entitled to charge a reasonable fee for re-providing the Services: comply in all respects with the description Services at a later time and date. 7.3 Commencement of the Services will be put back and/or completion thereof extended by whatever time is reasonable in Call Off Schedule 2 ( Servicesthe event that Mouldmen claims an extension of time (by giving the Client written notice as per clause 7.4) where completion is delayed by an event beyond Mouldmen’s control, including but not limited to any Force Majeure event, or elsewhere in this Call Off Contractany failure by the Client to: (a) provide clear and adequate specifications and/or instructions to Mouldmen; and are supplied in accordance with or (b) have the provisions of this Call Off Contract site ready for the Services (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required any delay caused by the Customernon-completion of prerequisite work performed by third parties); and or (c) notify Mouldmen that the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide site is ready. 7.4 Notwithstanding clause 7.3, if Mouldmen becomes aware that they will be delayed in commencing or completing the Services in accordance with this Call Off Contract; subject Agreement, Mouldmen must immediately notify the Client in writing of the cause and nature of the delay. Mouldmen is to Clause 22.1 (Variation Procedure), obtain, detail in the notice the steps they will take to contain the delay and maintain throughout the anticipated duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the delay. 7.5 The Services shall enable be provided within Mouldmen’s normal trading hours. Where the Deliverables and/or Client requests Mouldmen to provide Services outside of these hours the Services to meet the requirements of the Customer; ensure that the Supplier Assets will Client shall be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared charged in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation)Mouldmen’s current overtime rates, advice and assistance in connection with the Services to any Other Supplier and, which are available on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services)request.

Provision of the Services. (a) Contractor will perform hydraulic fracturing, stimulation and related completion services for Company’s xxxxx in the Service Area utilizing the Dedicated Frac Spreads described below). Company shall designate individual well locations and specific well requirements from time to time in a mutually agreed written work order (each a “Work Order”). Contractor will use commercially reasonable efforts to meet the particular scheduling and operational requirements requested from time to time by Company subject to the availability of, and the operational capacity and limitations of, the Dedicated Frac Spread. The Supplier acknowledges location of each well at which services will be performed is referred to as a “Site.” (b) During the Initial Term, Contractor will dedicate two (2) frac spreads (each as more specifically described in Exhibit A, and agrees that together with related equipment for a spread, is referred to as a “Dedicated Frac Spread” and collectively referred to as the Customer relies on “Dedicated Frac Spreads”) for the skill and judgment performance of the Supplier Services for Company in the Service Area. Each Dedicated Frac Spread will be available for the provision of Services commencing on the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects In-Service Date set forth with the description of the Services in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are supplied in accordance respect thereto on Exhibit A. In connection with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services, Contractor shall be responsible for and shall select and provide all necessary equipment and supplies for the performance of the Services except as specifically noted in this Agreement or the applicable Work Order to be provided by Company (the Dedicated Frac Spreads and equipment and supplies provided by Contractor, including any substitutions and replacements thereof, are referred to as the “Equipment”). Contractor may determine when and if any Equipment can be demobilized or if additional equipment is needed; ensure provided that any services recommended or otherwise specified by changes to the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets Equipment will be free done after consultation with Company and any replacement equipment must be capable of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that . Company shall not have any Documentation right to restrict Contractor from demobilizing or replacing any Equipment from a Site. (c) Contractor will be solely responsible for the operation of the Equipment, and training the Equipment shall remain under the control of Contractor at all times. Contractor will provide trained and qualified personnel to perform the Services. If required by a Work Order, Contractor will provide the Services on a 24 hour per day, 7 days per week basis, subject to the availability and operational readiness of the Equipment (which may be affected by scheduled and unscheduled maintenance) or interruptions due to limitations at the Site beyond the control of Contractor (e.g., shortage of sand or chemicals) or Force Majeure events. (d) Contractor shall be responsible for (i) transportation of the Equipment to and from the Site, (ii) unloading and placing the Equipment at the Site, and (iii) supervision of the connection and disconnection of the Equipment to manifolds or piping provided by the Supplier to the Customer Company or its contractors. (e) Contractor will provide chemicals are comprehensive, accurate set forth on a Work Order and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers specifications and provide reasonable information requirements designated by Company in the applicable Work Order for an individual well completion or rework. (including any Documentation)f) Contractor will transport, advice or arrange for the transport, of proppant purchased by Company to a Site for use in the Services, subject to local transportation restrictions and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) adequate access to the Customer and/or to any Replacement Supplier; assign to the CustomerSite. (g) Contractor will provide such other services, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties chemicals and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer materials as may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services be set forth in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services)mutually agreed written Work Order.

Provision of the Services. The Supplier acknowledges 5.1. XXX PR Wire shall provide to the Client the Services and agrees perform the Services with a reasonable level of skill and care in accordance with a degree of skill, diligence, prudence and foresight which, as at the relevant time, would reasonably be expected from a skilled and experienced supplier of PR Wire services seeking in good faith to comply with its contractual obligations. 5.2. XXX PR Wire shall distribute the Client’s press releases on the XXX PR Wire digital platform and the Client must confirm the tasks for XXX PR Wire to execute in writing and present them to XXX PR Wire. These tasks shall be performed to the fullest extent possible by XXX PR Wire. It is also agreed by XXX PR Wire that it shall maintain complete and accurate records of all activities performed on behalf of the Client. XXX PR Wire shall endeavour to supply reasonable supporting details as the Client may require. 5.3. XXX PR Wire shall, without the agreement of the Client, be entitled to make operational changes to the Services that have no material adverse effect on the Services. 3.4. XXX PR Wire guarantees that the Customer relies on Services supplied by it shall comply with the skill specification contained in each contract, and judgment in the absence of any such specification, will comply with XXX PR Wire’s appropriate specification. 3.5. XXX PR Wire shall not be liable for any loss caused to the Client’s goods while in XXX PR Wire’s possession unless such loss may be caused by wilful recklessness of XXX PR Wire’s employees or agents, in which case XXX PR Wire shall account to the Client for any monies that it may receive under any insurance policy (XXX PR Wire not being under any obligation to insure). XXX PR Wire shall not be liable for samples or products of the Supplier in Client which are sent to the provision media as part of PR activity. 3.6. Third party products supplied and/or sublicensed by XXX PR Wire as part of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the description of the Services in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are be supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tenderrelevant supplier’s applicable terms. The Supplier Client agrees that it shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources comply with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration provisions of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of such standard terms. 5.7. With the supply of the Services (or any of them) Public Relations services, XXX PR Wire provides no guarantees as to the Customer and/or coverage to be gained for the Client, and cannot be liable for any Replacement Supplier; assign content created by the media with reference to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services)Client.

Provision of the Services. The Supplier acknowledges and agrees that the Customer Contracting Authority relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the description of the Services in Call Off Schedule 2 ( (Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's ’s own established procedures and practices to the extent the same do not conflict with the requirements of Clauses Clause 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any services Services recommended or otherwise specified by the Supplier for use by the Customer Contracting Authority in conjunction with the Deliverables and/or the Services andServices shall enable the Deliverables and/or and the Services to meet the requirements of the CustomerContracting Authority; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the CustomerContracting Authority); ensure that the Services are fully compatible with any Customer Contracting Authority Property or Customer Contracting Authority Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the CustomerContracting Authority's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer Contracting Authority are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer Contracting Authority and/or to any Replacement Supplier; assign to the CustomerContracting Authority, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the CustomerContracting Authority, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer Contracting Authority may notify from time to time to the Supplier; provide the Customer Contracting Authority with such assistance as the Customer Contracting Authority may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer Contracting Authority or otherwise brings the Customer Contracting Authority into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the CustomerContracting Authority, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer Contracting Authority may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Key Sub Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 (The Services) of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges 7.1 LB shall diligently carry out the Services as provided in Schedule 2 and agrees that as required pursuant to the Customer relies on terms of this Agreement and shall use all reasonable commercial efforts to achieve the skill estimated timescales therefor. 7.2 Subject to Abgenix rights set out in Clauses 7.3, 7.4, 7.6 and judgment of the Supplier in the provision 7.8 below, Abgenix shall not be entitled to cancel any unfulfilled part of the Services or to refuse to accept the Services on grounds of late performance, late delivery or failure to produce the estimated quantities of Product for delivery. LB shall not otherwise than as set out in this Clause 7 be liable for any loss, damage, costs or expenses of any nature, whether direct or consequential, occasioned by: 7.2.1 any delay in performance or delivery howsoever caused; or 7.2.2 any failure to produce the estimated quantities or number of Batches of Product for delivery. 7.3 In the event Abgenix has, pursuant to a current Binding Order under the terms of this Agreement, ordered for delivery in a given calendar year, a number of Batches of Product (whether such Product is to be released against a draft Specification or Specification) which is equal to or greater then the then current Minimum Requirement and LB fails (due solely to its own fault, negligence act or omission) within the calendar year in question, to deliver a number of Batches which is at least equal to the then current Minimum Requirement, the difference between the number of Batches actually delivered during that calendar year and the performance of its obligations under this Call Off Contract. The Supplier then Minimum Requirement shall ensure that the Services: comply in all respects with the description of the Services in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in constitute a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request "Supply Deficiency" for the purposes of ascertaining this Agreement. In the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on event of a Supply Deficiency, LB shall take the Supplier following steps to doremedy the Supply Deficiency: 7.3.1 utilise any capacity of the Facility which is not, during the calendar year in question, allotted to the performance of the Services or to refrain from doing, any act or thing shall include an obligation upon performance of services for third parties pursuant to Clause 13 below; or 7.3.2 utilise suitable LB production capacity (other than the Supplier Facility) not at the time in question committed to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).third party customers; or

Provision of the Services. 6.1 The Supplier Carrier is not a “Common Carrier” and will accept no liability as such. All articles are carried or transported and all storage and other services are performed by the Carrier subject only to these conditions and the Carrier reserves the right to refuse the carriage or transport of articles for any person, corporation or body, and the carriage or transport of any class of articles at its discretion. 6.2 The Client authorises the Carrier (in its discretion at any time without notice to the Client) to: (a) license or sub-contract all or any part of its rights and/or obligations, including using the services of others where necessary to ensure safety of other road users and property and/or compliance with lawful authority requirements and/or Police or private escorts, road closures and/or transport control, and using specialist equipment such as special cooling, etc.; (b) deviate from the usual, customary, intended or advertised route (whether or not the nearest and/or most direct and/or customary) or manner of carriage of Goods that may be deemed reasonable or necessary in the circumstances, including stay at any place whatsoever once or more often in any order backwards or forwards and/or store the Goods at any such place for any period whatsoever; (c) comply with any order or direction or recommendation on loading, unloading, departure, routes, place or call, stoppages, destination, arrival, discharge, delivery or otherwise whatsoever given by any lawful authority. 6.3 The Client acknowledges and agrees agrees: (a) the Carrier contracts with the Client both on its own behalf and on the behalf of the Carrier’s servants, agents and subcontractors, and the Client undertakes that the Customer relies on the skill and judgment Client will not make any claims against such servant, agent or subcontractor which may impose upon any of the Supplier them any liability whatsoever in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects connection with the description of the Services in Call Off Schedule 2 ( Services) Goods or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any services recommended , whether or otherwise specified not arising out of negligence or a wilful act or omission by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them; (b) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where clause herein which excludes, or in any such warranties are held on trustway limits, the Supplier shall enforce such warranties in accordance with any reasonable directions that liability of the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period Carrier in respect of the supply Services, the Carrier, in addition to acting for itself, is acting as an agent of, and trustee for, each of its employees and also any other person or company with whom the Carrier arranges for the carriage of the Services; deliver Goods (and the Services employees of such person or company) so that these parties are parties to this Contract in a proportionate so far as to the exclusions or indemnities that are contained herein are concerned and, in so far as may be necessary to give effect to this clause, the Carrier will hold the benefit of these terms and efficient manner; ensure that neither itconditions for its employees and so any such person or company and their employees; (c) the Client shall indemnify the Carrier against: (i) the consequences of such claim or allegation thereof; (ii) all claims or demands whatsoever by whomsoever made in respect of any loss, nor any of its Affiliatesdamage, embarrasses the Customer or otherwise brings the Customer into disrepute injury howsoever caused whether or not by engaging in any negligence or wilful act or omission which is reasonably likely to diminish of the trust that the public places Carrier, its servants, agents or subcontractors. 6.4 The Carrier’s Charges shall be considered earned in the Customer, regardless case of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation Goods for carriage as soon as the Customer may reasonably request for Goods are loaded and despatched from the purposes Client’s premises or despatched from third party premises as directed by the Client in order to fulfil the carriage of ascertaining the SupplierGoods. 6.5 Should the Client require the Carrier to collect the Goods upon the Client’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain behalf from doinga third party, any act receipt the Carrier may give that third party when effecting collection is no more than a record of the collection an cannot be construed as confirmation of the quality or thing shall include an obligation upon condition of the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services)Goods.

Provision of the Services. 2.1 The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier services we supply to you are those Services detailed in the Services Agreement. The Services may include (but are not limited to): • The ability to make or receive a Call ("Telephone Service"); • The provision of line or lines for a rental charge ("Line Rental Service"); • The provision of broadband access ("Broadband Service"); • The provision of leased line and Ethernet access (“Leased Line Service”); • The provision of IP telephony services ("VoIP Service") • Any other Services which we may offer for sale from time to time. For the avoidance of doubt, the specific Services to be provided to you under the Contract shall be detailed in the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects Agreement. 2.2 We will use reasonable endeavours to provide you with the description of the Services in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); date we agree with you and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and continue to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout until the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual Contract expires or otherwise) it may require and which are necessary for the provision otherwise terminates. However time shall not be of the Services; ensure that essence in relation to performance and we will not be liable for any services recommended loss or otherwise specified damages suffered by you should the Services not commence on and/or be completed by the Supplier for use by the Customer in conjunction with the Deliverables and/or agreed date. 2.3 We cannot guarantee and do not warrant that the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that interruptions or will be fault-free and we will not be liable for any loss or damages should the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption be interrupted from time to the Sites and/or the Customer's operations when providing the Services; ensure time. You accept that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition there may also be degradations of the supply quality of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify Service from time to time due to matters beyond our control (see paragraph 15 below), and that we will not be liable for any loss or damages should the Supplier; quality of the Service we provide be affected by such matters. 2.4 In providing the Customer with such assistance Services we shall use the reasonable skill and care that may be expected from a competent communications service provider. However without limitation, where you do not use a broadband or internet service supplied by us (and identified in writing as the Customer may reasonably require during the Call Off Contract Period assured by us) then you understand that we make no assurances in respect of the supply quality of your Calls, internet connection or VoIP Service and we shall not be liable for any degradation of service you experience compared to the service you received from your previous supplier. We provide a Service Level agreement in respect of some but not all of the Services; deliver the specific products and Services in a proportionate offered by us and efficient manner; ensure commit to meet Service Credits where our Service fails to meet relevant Service Levels pursuant to Clause 13.2 of these Conditions. 2.5 You warrant that neither it, nor you are out of contract with your current supplier and therefore we are not liable for any of its Affiliates, embarrasses the Customer charges levied upon you or otherwise brings the Customer into disrepute us from your existing supplier by engaging in any act or omission which is reasonably likely moving to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related Talk Straight to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).the

Provision of the Services. (a) The Supplier acknowledges shall perform the Services in accordance with the Service Levels (if any) and fulfil its obligations as set out in the Task Order for the benefit of UBS and the UBS Affiliates. (b) The Supplier agrees it will comply with UBS’s and UBS Affiliates’ reasonable instructions from time to time relating to the provision of Services. (c) Notwithstanding any other provisions of this Agreement, the Supplier shall use all reasonable endeavours to continue to provide the Services or to re-commence providing the Services as soon as reasonably practicable in the event that the Customer relies on Supplier fails to or is prevented from performing the skill Services in the usual way. (d) If the Supplier is discussing the provision of services to any UBS Affiliate, it shall promptly notify the UBS Affiliate of the existence and judgment terms of this Global Framework Agreement for use by the UBS Affiliate. (e) The Supplier is to obtain, [*] and maintain throughout the Term, such consents and licences as may be necessary to enable the Supplier to perform the Services, including: (i) consents from third parties who have any legal interest in any software or hardware, data or documentation used by the Supplier in the provision of the Services (other than UBS Assets or UBS Software); and (ii) consents from any governmental or regulatory body or other third parties in relation to the handling of data or the provision of the Services by the Supplier, but excluding any consents or licences required in respect of UBS Assets or UBS Software which UBS has agreed in the relevant Task Order to obtain. (f) In respect of services or equipment (including maintenance contracts and equipment leases) that the Supplier subcontracts to permitted third party subcontractors, the Supplier shall use all reasonable endeavours to structure its arrangements with such third party providers so that the relevant contracts may be transferred, assigned or novated to UBS or a Successor Supplier upon termination of this Agreement. If the Supplier is unable to structure its arrangements in such a way, it will notify UBS accordingly and the performance Parties agree to use reasonable endeavours to agree an alternative approach to protect UBS’ interests in ensuring continuity of its obligations under this Call Off Contract. service. (g) The Supplier shall not introduce or utilise any Third Party Software or open source software in the provision of the Services and the creation of the Work Products unless agreed in a Task Order or otherwise approved in writing by UBS. Where the Supplier does introduce or utilise Third Party Software, in addition to and without limiting the obligations of the Supplier described in Clause 2.2(e)(i), the Supplier shall use all reasonable endeavours to procure the right for UBS and UBS Affiliates to utilise any Third Party Software (and to maintain, upgrade, enhance and implement new * Confidential treatment has been requested for portions of this agreement. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission. versions of that third party software) as required to perform the Services and as agreed by UBS. Before using any of the third party software: (i) The Supplier is to use all reasonable endeavours to obtain from the Third Party Software supplier a licence (“New Licence”) enabling UBS and UBS Affiliates to use the Third Party Software after the expiry or termination of this Agreement so as to itself perform the Services or engage a third party to perform services which are intended to replace the Services or previously provided by the Supplier (including a Successor Supplier); and (ii) [*] (h) [*]. (i) The Supplier is to: (i) ensure that the Services: comply use of all software (including all Third Party Software) used in all respects connection with the description Services is in compliance with any licence or third party rights associated with that software; and (ii) maintain and keep up to date the asset inventory of the Services in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract all assets (including the Call Off Tendersoftware and licences) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required used by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services , and deliver to meet the requirements UBS an up-to-date version of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property asset inventory on or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition around each anniversary of the supply of Effective Date until the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply completion of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. 8.1.1 The Supplier acknowledges and agrees that the Customer Authority relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. . 8.1.2 The Supplier shall ensure that the Services: : (a) comply in all respects with the Authority’s description of the Services in Call Off Schedule 2 ( (Services) or elsewhere in this Call Off Contract; and and (b) are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. . 8.1.3 The Supplier shall perform its obligations under this Call Off Contract in accordance with: : (a) the Inception Plan; (b) the Implementation Plan (c) all applicable Law; ; (d) Good Industry Practice; ; (e) the Standards; ; (f) the Security Policy; the ICT Policy and (if so required by the Customer); and g) the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a8.1.3(a) to 7.1.3(e(f). . 8.1.4 The Supplier shall: : (a) at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; ; (b) subject to Clause 22.1 17.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ; (c) ensure that any services recommended or otherwise specified by the Supplier for use by the Customer Authority in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; Authority; (d) ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the CustomerAuthority); ; (e) ensure that the Services are fully compatible with any Customer Authority Property or Customer Authority Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; ; (f) minimise any disruption to the Sites and/or the Customer's Authority’s operations when providing the Services; ; (g) ensure that any Documentation and training provided by the Supplier to the Customer Authority are comprehensive, accurate and prepared in accordance with Good Industry Practice; ; (h) co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer Authority and/or to any Replacement Supplier; (i) without prejudice to any express obligations on the Supplier elsewhere in the Contract, shall be committed to: (i) working in a spirit of trust and co-operation with the Authority and the Management Agent such that the aims, objectives and specific provisions of this Contract can be fully realised; (ii) proactively sharing knowledge with the Authority and the Management Agent; and (iii) co-operating with the Authority and the Management Supplier in obtaining and providing information which they need in connection with the Services. (j) assign to the CustomerAuthority, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the CustomerAuthority, all warranties and indemnities provided by third parties or any Sub-Sub- Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer Authority may notify from time to time to the Supplier; ; (k) provide the Customer Authority with such assistance as the Customer Authority may reasonably require during the Call Off Contract Period in respect of the supply of the Services; ; (l) deliver the Services in a proportionate and efficient manner; ; (m) ensure that neither it, nor any of its Affiliates, embarrasses the Customer Authority or otherwise brings the Customer Authority into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the CustomerAuthority, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and ; (n) gather, collate and provide such information and co-operation as the Customer Authority may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. . 8.1.5 An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges 3.1 During the Engagement the Consultant Company will, and agrees (where appropriate) will procure that the Customer relies on Individual will: 3.1.1 provide the Services in an expert and diligent manner with all due care, skill and judgment ability devoting such time as may be necessary for their proper performance; and 3.1.2 promptly give to the Board all such information and reports as it may reasonably require in connection with matters relating to the provision of the Supplier Services. 3.2 The Consultant Company will be responsible for and bear all costs incurred in the provision of the Services. 3.3 [Where the Individual is unable or unwilling to perform the Services, the Consultant Company will advise the Company of that fact as soon as reasonably practicable and may appoint a Substitute to perform the Services and instead of the performance of its obligations under this Call Off Contract. The Supplier shall ensure Individual [provided that the Services: comply in all respects Substitute will be required to enter into direct undertakings with the description Company, including with regard to confidentiality]. If the Consultant Company appoints a Substitute, all references throughout this Agreement to the Individual will be deemed to include the Substitute.] 3.4 For the avoidance of doubt the Consultant Company will be responsible for the remuneration of the Services Individual [and any Substitute]. 3.5 [If a Substitute is appointed the provisions relating to sub processor obligations in Call Off Schedule 2 ( Services) clause 8 will apply.] 3.6 Unless it or elsewhere the Individual has been specifically authorised (which in this Call Off Contract; and are supplied respect of 3.6.1 below shall be in accordance with the provisions of this Call Off Contract (including the Call Off Tenderclauses 5.3 and 5.4) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if to do so required by the Customer); Company in writing: 3.6.1 neither the Consultant Company nor the Individual will have any authority to incur any expenditure in the name of or for the account of the Company; 3.6.2 the Consultant Company will not hold itself (and will procure that the Supplier's own established Individual will not hold themself) out as having authority to bind the Company. 3.7 The Consultant Company will, and will procure that the Individual will, comply with all reasonable standards of safety and comply with the Company’s health and safety procedures in force at the relevant time at the premises where the Services are provided and practices report to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) Company any unsafe conditions or working practices. 3.8 The Consultant Company may use another person, firm, company or organisation to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure)perform any administrative, obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual clerical or otherwise) it may require and secretarial functions which are necessary for reasonably incidental to the provision of the ServicesServices provided that the Company will not be liable to bear the cost of such functions. 3.9 The Consultant Company must not and shall procure that the Individual shall not during the course of this Agreement: 3.9.1 engage or employ any of the Company's employees, directors or consultants engaged in a senior executive, managerial, sales, marketing, design, technical capacity with whom the Consultant Company or the Individual has personal contact or material dealings, provided that this clause 3.9.1 shall not apply to the engagement or employment of any individual who responds to a general campaign advertising the relevant vacancy; ensure that or 3.9.2 other than on behalf of the Company, have any contact with any person, firm, company or other entity who or which is provided with goods or services recommended or otherwise specified by the Supplier for use by Company or is negotiating with or in the Customer in conjunction habit of dealing with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date Company for any reason, to enable the timely transition of the supply of goods or services by the Services (Company about whom or any of them) to which the Customer and/or to any Replacement Supplier; assign to Consultant Company or the CustomerIndividual has Confidentinal Information or, in each case, with whom or if it is unable to do so, shall (to which the extent it is legally able to do so) hold on trust for Consultant Company or the sole benefit Individual has material dealings in the course of the CustomerEngagement. 3.10 At the date of this Agreement, all warranties and indemnities provided the Engagement is [not] considered by third parties or any Sub-Contractor the Company to be Deemed Employment. The Company shall have the right to review its position in respect of this at any Deliverables and/or time during the Services. Where any such warranties are held on trustterm of this Agreement and the Consultant Company will, the Supplier shall enforce such warranties in accordance with any reasonable directions and will procure that the Customer Individual will, promptly: 3.10.1 give to [the Board] all such information and documentation as it may notify reasonably require from time to time in order for the Company to determine whether the Engagement is or will be Deemed Employment; and 3.10.2 inform the Board of any material change to any information or documentation previously provided in compliance with this clause and will also promptly provide any other information or documentation that it considers (or ought reasonably to consider) to be materially relevant to determining whether the Engagement is Deemed Employment. 3.11 The Consultant Company confirms that: 3.11.1 it has received confirmation from the Individual that the Individual has received from the Company the Status Determination Statement (“SDS”) appended to this Agreement at Schedule 8; 3.11.2 the Individual has confirmed to the SupplierConsultant Company that they agree with the determination set out in that SDS (the “Agreed SDS”); provide and 3.11.3 it agrees with the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places determination set out in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services)Agreed SDS.

Provision of the Services. (a) Contractor will perform hydraulic fracturing, stimulation and related completion services for Company’s xxxxx in the Service Area utilizing the Dedicated Frac Spreads described below). Company shall designate individual well locations and specific well requirements from time to time in a mutually agreed written work order (each a “Work Order”). Contractor will use commercially reasonable efforts to meet the particular scheduling and operational requirements requested from time to time by Company subject to the availability of,and the operational capacity and limitations of, the Dedicated Frac Spread. The Supplier acknowledges location of each well at which services will be performed is referred to as a “Site.” (b) During the Initial Term, Contractor will dedicate two (2) frac spreads (each as more specifically described in Exhibit A, and agrees that together with related equipment for a spread, is referred to as a “Dedicated Frac Spread” and collectively referred to as the Customer relies on “Dedicated Frac Spreads”) for the skill and judgment performance of the Supplier Services for Company in the Service Area. Each Dedicated Frac Spread will be available for the provision of Services commencing on the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects In-Service Date set forth with the description of the Services in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are supplied in accordance respect thereto on Exhibit A. In connection with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services, Contractor shall be responsible for and shall select and provide all necessary equipment and supplies for the performance of the Services except as specifically noted in this Agreement or the applicable Work Order to be provided by Company (the Dedicated Frac Spreads and equipment and supplies provided by Contractor, including any substitutions and replacements thereof, are referred to as the “Equipment”). Contractor may determine when and if any Equipment can be demobilized or if additional equipment is needed; ensure provided that any services recommended or otherwise specified by changes to the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets Equipment will be free done after consultation with Company and any replacement equipment must be capable of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that . Company shall not have any Documentation right to restrict Contractor from demobilizing or replacing any Equipment from a Site. (c) Contractor will be solely responsible for the operation of the Equipment, and training the Equipment shall remain under the control of Contractor at all times. Contractor will provide trained and qualified personnel to perform the Services. If required by a Work Order, Contractor will provide the Services on a 24 hour per day, 7 days per week basis, subject to the availability and operational readiness of the Equipment (which may be affected by scheduled and unscheduled maintenance) or interruptions due to limitations at the Site beyond the control of Contractor (e.g., shortage of sand or chemicals) or Force Majeure events. (d) Contractor shall be responsible for (i) transportation of the Equipment to and from the Site, (ii) unloading and placing the Equipment at the Site, and (iii) supervision of the connection and disconnection of the Equipment to manifolds or piping provided by the Supplier to the Customer Company or its contractors. (e) Contractor will provide chemicals are comprehensive, accurate set forth on a Work Order and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers specifications and provide reasonable information requirements designated by Company in the applicable Work Order for an individual well completion or rework. (including any Documentation)f) Contractor will transport, advice or arrange for the transport, of proppant purchased by Company to a Site for use in the Services, subject to local transportation restrictions and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) adequate access to the Customer and/or to any Replacement Supplier; assign to the CustomerSite. (g) Contractor will provide such other services, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties chemicals and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer materials as may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services be set forth in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services)mutually agreed written Work Order.

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the description of the Services in Call Off Schedule 2 ( (Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 23.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any services Services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Project Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and manner;and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the any description of the Services in Call Off Schedule 2 ( (Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a7.(a) to 7.1.3(e7.(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 23.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any products or services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Goods and/or the Services shall enable the Deliverables and/or the Goods and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); and ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges 3.1 Motif hereby engages Amphion to provide the Services to the Business and agrees that for this purpose to make available Xx Xxxxxxxx with effect from the Customer relies on Commencement Date, and Amphion hereby undertakes to do so upon the skill terms and judgment conditions of this Agreement. 3.2 Amphion shall during the Supplier in continuance of and subject to the remaining terms of this Agreement: (a) provide the Services to a standard which is satisfactory to Motif; (b) have control over the provision of the Services and be entitled to decide the performance location and method of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the description provision of the Services in Call Off Schedule 2 ( Services) or elsewhere and Xx Xxxxxxxx’x hours of work provided always that the Services shall be provided to the standard set out in this Call Off ContractAgreement; (c) make available Xx Xxxxxxxx for at least 20 Working Hours in each calendar month for the purposes of providing the Services together with such additional time if any as may be necessary for them to be provided fully and properly; (d) procure that Xx Xxxxxxxx shall prior to commencing work in relation to the Services enter into a valid confidentiality undertaking and valid assignment of all existing and future Intellectual Property Rights (as defined in clause 11) directly with Amphion in terms substantially the same as the provisions of clauses 9 and 11 respectively; (e) be entitled to use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that: (i) Motif will not be liable to bear the cost of such functions; and are supplied in accordance and (ii) Amphion shall procure that such third party shall comply with the provisions of this Call Off Contract clause 9 (confidentiality) as if it had contracted on those terms with Motif directly and, at Motif’s request, enter into direct undertakings with Motif, including with regard to confidentiality; (f) promptly give to Motif (in writing if so requested) all such information and reports as Motif may reasonably require in connection with the Call Off TenderServices; (g) provide a telephone number or other means of communication by which Amphion and Xx Xxxxxxxx may be contacted most easily on the quickest possible notice; (h) not without the prior written consent of Motif: (i) bind or hold itself out as being able to bind Motif to any contract; (ii) create or hold itself out as being able to create any liability against Motif in any way; or (iii) instruct or allow Xx Xxxxxxxx to hold himself out as an employee or officer of Motif or to hold himself out or bind Motif as set out in sub-clauses (i) and the Tender. The Supplier (ii) above; and (i) procure that Xx Xxxxxxxx shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy not carry out any act which if it had been done by Amphion, would have been a breach of sub-clause (if so required by the Customer); h) above. 3.3 Amphion undertakes that it will, and the Supplier's own established procedures will procure that Xx Xxxxxxxx will, devote such time, care, attention and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and skill as may be necessary to provide the Services in accordance with this Call Off Contract; subject fully and to Clause 22.1 (Variation Procedure)a standard which is satisfactory to Motif. 3.4 Amphion will at its own expense provide all equipment, obtain, materials and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are resources necessary for the provision of the Services; ensure that any services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall to enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations Amphion under this Call Off Contract; Agreement, including without limitation, business equipment, computer hardware and gathersoftware, collate telephones and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services)stationery.

Provision of the Services. 7.1.1 The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Goods and the Services and the performance of its obligations under this Call Off Contract. . 7.1.2 The Supplier shall ensure that the Goods and Services: : a) comply in all respects with the description of the Goods and the Services in Call Off Schedule 2 ( Services) the Order Form (or elsewhere in this Call Off Contract); and and b) are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. Contract 7.1.3 The Supplier shall perform its obligations under this Call Off Contract in accordance with: all : a) All applicable Law; ; b) Good Industry Practice; the ; c) The Standards; the ; d) The Security Policy; the ; e) The ICT Policy (if so required by the Customer); and and f) the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a7.1.3a) to 7.1.3(e7.1.3e). . 7.1.4 The Supplier shall: : a) at all times allocate sufficient resources with the appropriate technical expertise to supply the Goods and the Deliverables and to provide the Services in accordance with this Call Off Contract; ; b) subject to Clause 22.1 17.1.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Goods and the Services; ensure that any services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan; c) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites Services, and/or the Customer's operations when providing the Goods and the Services; ; d) ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them; e) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Goods and the Services; ; f) deliver the Goods and the Services in a proportionate and efficient manner; ; g) ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and and h) gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. . 7.1.5 An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the Customer’s description of the Services in Call Off Schedule 2 ( (Services) (or elsewhere in this Call Off Contract); and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and or the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the Quality Plans; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a7.(a) to 7.1.3(e7.(f). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 21.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that: the release of any new Supplier Software or upgrade to any Supplier Software complies with the interface requirements of the Customer and (except in relation to new Software or upgrades which are released to address Malicious Software) shall notify the Customer three (3) Months before the release of any new Supplier Software or Upgrade; all Software including Upgrades, Updates and New Releases used by or on behalf of the Supplier are currently supported versions of that Software and perform in all material respects in accordance with the relevant specification; any products or services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the CustomerCustomer as specified by the Customer at the time of entering into this Call Off Contract and subject to any subsequent Variation; ensure that the Supplier System and Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer)) and will be Euro Compliant; ensure that and the Services are fully compatible with any Customer Software, Customer System, Customer Property or Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites Services, the ICT Environment and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier to enable such Other Supplier to create and maintain technical or organisational interfaces with the Services and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges and agrees that 9.1. Without limiting the Customer relies on the skill and judgment generality of the Supplier Service Provider’s obligations detailed elsewhere in this Agreement, the Service Provider undertakes as part of the Services for the Term: 9.1.1. to comply with SARS’s information and data security standards as communicated in writing from time to time; 9.1.2. at its own cost, provide, maintain and, where required, upgrade such computer systems, data bases and Software as may be necessary, and as required by SARS, for the provision of the Services and Services. In particular, the performance of its obligations under this Call Off Contract. The Supplier Service Provider shall ensure that all Software will be kept at levels supported by the Licensor and will be Upgraded as required to meet the Services: comply , Licensor end-of-life policies and timelines and Licensor- recommended requirements. The Service Provider shall schedule all such Upgrades and replacements in advance and implement them in such a way as to prevent/minimise any interruption or disruption of, or diminution in, the nature or level of any portion of the Services. The Service Provider shall ensure that its internal systems and infrastructure and the Service provision at all respects times remains compatible with SARS’s architectural technology standards and strategies; and 9.1.3. without limiting the generality of Clause 9.1.2 above, at its own cost, maintain its computer based security systems to counteract fraudulent claims in as far as it is in accordance with the description Best Industry Practice or security level that is no less secure than the security SARS provided as of the Effective Date or the security the Service Provider then provides for its own systems and data, whichever is greater. 9.2. The Service Provider undertakes for the Term, to provide the Services as fully outlined in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are supplied Clause 8 to SARS in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the TenderAgreement. 9.3. The Supplier Service Provider shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services contemplated in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure)Agreement remotely or where required, obtainonsite, and maintain throughout at the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary Premises. In instances where SARS discloses Confidential Information for the provision of the Services; ensure that , the Service Provider shall not remove any services recommended or otherwise specified of the so disclosed Confidential Information from the Premises without SARS’s express prior written permission, which SARS may, in its sole discretion, withhold. For these purposes, the Service Provider Personnel shall sign SARS’s oath of secrecy and where applicable, without limiting Clauses 22, 23, and 24 below, as well as Data Processing Agreement, which documents will once signed by the Supplier Parties, be incorporated herein by reference. 9.4. The Service Provider shall provide all Services utilising security technologies and techniques in accordance with Best Industry Practice and SARS PPS&G including those relating to the prevention and detection of inappropriate use or access of Software, systems and networks. For the avoidance of doubt, the Service Provider will not be under any obligation to find such suitable software, systems or networks if it is not currently using it in the provision of services to its other clients. Should the Service Provider, however, be using certain software or programmes for similar services rendered to other clients, SARS has the expectation that such software will also be used in the provision of the Services under this Agreement, where appropriate. 9.5. The Service Provider undertakes for the Term: 9.5.1. to use industry leading levels of functionality and performance as prescribed by the Customer Best Industry Practice in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or provision of the Services to meet SARS; 9.5.2. to implement such new technologies as it deems appropriate to deliver the requirements Services to SARS in order to maintain competitiveness in the quality and scope of Services available to SARS and to take advantage of market cost efficiencies. The Service Provider will also keep the Services under this Agreement current with industry advances and leading technology standards; and 9.5.3. to provide SARS with information regarding any newly improved or enhanced commercially available information technologies that the Service Provider becomes aware of and which reasonably could be expected to have a positive impact on the Services including, without limitation, in the areas of increased efficiency, increased quality and/or reduced costs. 9.6. Without limiting the generality of the Customer; ensure that foregoing, the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites Service Provider shall implement and/or the Customer's operations use network management and maintenance applications and tools and appropriate intrusion detection, identity management, and encryption technologies when providing the Services; ensure that any Documentation and training provided by . The Service Provider shall maintain the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply security of the Services (and the systems relating to such Services at a level that is generally acceptable in the marketplace and/or as prescribed by Best Industry Practice. 9.7. The risk of and liability for any erroneous Deliverables or any errors which may occur due to fraud or unlawful activity on the part of them) to the Customer Service Provider’s Staff shall lie with the Service Provider. 9.8. In the event that any installation, connection and/or to any Replacement Supplier; assign to configuration of the Customer, or if it systems is unable to do so, shall (to the extent it is legally able to do so) hold on trust required for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply performance of the Services; deliver , the Parties shall record and agree on the technical specification required for the installation, connection and configuration of such systems used for the provision of the Services in a proportionate order to ensure Services performance and efficient manner; ensure that neither itdelivery. 9.9. Without limiting the provisions of this Clause 9, nor any the Parties undertake to do all reasonable things, perform all reasonable actions and take all reasonable steps and, where necessary, to procure the doing of its Affiliates, embarrasses the Customer same as may be open to them and necessary for or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related incidental to the Supplier’s obligations under putting into effect or maintenance of the terms, conditions and/or import of this Call Off Contract; Agreement where such things, actions, steps and gather, collate and provide procurement shall not materially and/or adversely affect such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier Party being expected to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services)so perform.

Provision of the Services. 12.2.1 The Supplier acknowledges and agrees Contractor shall provide the: (a) Transition Services from the Effective Date; (b) Operational Services from the Service Commencement Date; (c) Transformation Services in accordance with the Transformation Plan; and (d) Exit Services from the start of the Exit Period. 12.2.2 It is a fundamental condition of this Agreement that the Customer relies Technical Infrastructure (including the JPA-Configured Oracle HMRS Software) and each part thereof as well as all acts and things done directly in providing the Services shall only be located or done within the United Kingdom and at the Contractor Locations (unless with the prior written consent of the Authority which consent may, in particular, be withheld on the skill and judgment grounds of security). However, nothing in this Clause 12.2.2 shall prohibit the Supplier in Contractor from carrying out testing outside the provision of United Kingdom provided that all Authority Data (including Authority Personal Data) remains within the Services and the performance of its obligations under this Call Off Contract. United Kingdom. 12.2.3 The Supplier Contractor shall ensure that the Services: : (a) comply in all respects with the description of the Services in Call Off Schedule 2 ( Services(Service Requirements Document); and (b) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions Contractor Solution, in the manner set out in the Contractor Solution. 12.2.4 Although the Contractor Solution is included by the Parties as part of this Call Off Contract Agreement, the Contractor agrees that such inclusion shall not relieve the Contractor of its responsibility for ensuring compliance with Schedule 2 (including Service Requirements Document). In the Call Off Tenderevent of any conflict, inconsistency or ambiguity between Schedule 2 (Service Requirements Document) and the Tender. The Supplier Contractor Solution, Schedule 2 (Service Requirements Document) shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices prevail to the extent of such conflict, ambiguity or inconsistency. 12.2.5 The Contractor shall not be entitled to any increase in the same do not conflict with Charges in relation to any change to the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables Contractor Solution unless and to provide the Services extent: (i) the change arises from a change by the Authority to Schedule 2 (Service Requirements Document); (ii) the Authority requests a change to the Contactor Solution (other than pursuant to Clause 12.2.6(b) or as a consequence of a Default by the Contractor); or (iii) any agreed (in writing) Service enhancement arising out of and in accordance with this Call Off ContractSchedule 35 (Continuous Improvement). 12.2.6 If the Contractor becomes aware of any conflict or inconsistency between Schedule 2 (Service Requirements Document) and the Contractor Solution, the Contractor shall as soon as reasonably practicable and in any event within ten (10) Working Days: (a) notify the Authority of such conflict or inconsistency; subject and (b) at the Authority's request amend the Contractor Solution to Clause 22.1 address the conflict or inconsistency through the Change Control Procedure at no cost to the Authority. In the event of any conflict, inconsistency or ambiguity between a Service Requirement and the Contractor Solution (Variation Procedure)or any part thereof) , obtainthe Service Requirement shall take precedence to the extent of such conflict, inconsistency or ambiguity. 12.2.7 The Services shall include all services, functions and maintain throughout responsibilities which: (a) were routinely and/or consistently undertaken or performed during the duration of this Call Off Contract, all twelve (12) month period preceding the consents, approvals, licences and permissions (statutory, regulatory contractual Effective Date by employees or otherwise) it may require and which are necessary for the provision contractors of the Services; ensure that Previous Contractor within and incidental to the function which is to be or has been transferred to the Contractor pursuant to this Agreement or whose employment is transferred to the Contractor by operation of any services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier Law in connection with this Call Off ContractAgreement; minimise any disruption and (b) would reasonably be considered by a service provider of equivalent standing to the Sites and/or Contractor as being incidental and necessary services of the Customer's operations when providing the Services; ensure that any Documentation type envisaged by this Agreement, or which would reasonably be required for and training provided by the Supplier related to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition proper performance of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, For the Supplier shall enforce such warranties in accordance with any reasonable directions avoidance of doubt the Parties agree that the Customer may notify from time foregoing does not allow the Authority to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer insert additional new Service Requirements into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services)Service Requirements Document) other than through the Change Control Procedure or include services, functions or responsibilities which are identified in this Agreement as an Authority Responsibility.

Provision of the Services. 2.2.1 Once the Parties have reached a mutually agreeable Statement of Work, the Contractor shall commence the Services at such time as is specified in the Statement of Work or as otherwise agreed between the Contractor and NGS. The Supplier acknowledges and agrees that Parties will provide the Customer relies on resources specified in the skill and judgment Statement of Work to enable the Contractor to provide the Services. 2.2.2 Subject to the provisions of section 12 regarding the Contractor's Intellectual Property Rights, all of the Supplier Deliverables shall be solely owned by NGS upon payment in full of any sums due to the Contractor under this Agreement as set forth in the applicable Statement of Work. 2.2.3 NGS will be responsible for providing the necessary permissions and access to land, materials, resources, facilities and, where applicable, personnel as specified in the Statement of Work to facilitate the provision of the Services by the Contractor. In addition, NGS acknowledge the reliance placed by the Contractor on the information contained in the Statement of Work relating to the site where the Services are to be performed, and consequently NGS warrants that such information is accurate to the performance best of its NGS's knowledge and belief. 2.2.4 Once agreed, should either Party wish to alter any provision in the Statement of Work, the Parties will negotiate in good faith with a view to agreeing any appropriate alteration to costs, Deliverables or milestones. In the absence of any agreement, the Parties will continue to comply with their obligations under this Call Off Contract. The Supplier shall ensure that as specified in the Services: comply agreed Statement of Work. 2.2.5 Notwithstanding anything agreed in all respects with the description Statement of Work, the Contractor will be entitled to refuse to supply the Services in Call Off Schedule 2 ( Servicesany area which it reasonably deems to be hazardous or unsafe. 2.2.6 NGS and Contractor shall each appoint and maintain a competent representative (hereinafter, a "Superintendent") or elsewhere to act on its behalf. The Superintendent shall be authorized to act on behalf of NGS and Contractor respectively in this Call Off Contract; all matters concerning the Services and are supplied in accordance with the provisions administration of this Call Off Contract (including the Call Off Tender) and the TenderAgreement. The Supplier Superintendents shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: be available for consultation at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtainreasonable times, and maintain throughout all oral/or written communication shall be between these representatives. Should a Party's Superintendent prejudice the duration of this Call Off Contract, all the consents, approvals, licences proper and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision efficient performance of the Services; ensure that any services recommended , the other Party may request his removal and upon good cause shown, the Superintendent shall be removed and replaced as soon as is reasonably practicable. Any suggestions or otherwise specified directions given by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services NGS Superintendent shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption given only to the Sites and/or the CustomerSuperintendent or other person in charge of Contractor's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services)Group.

Provision of the Services. 3.1 The Supplier Services (1) Subject to the terms and conditions of this Agreement, the Seller shall provide, or cause to be provided, each Service from the date hereof until, subject to earlier termination pursuant to clause 9.1, the end of the last day of the Service Term for that Service (determined on an item by item basis). For clarity and subject to clauses 3.1(2) and 3.2, the Seller shall not be obligated to perform, for the benefit of the Purchaser, any services of any kind or nature whatsoever other than the Services. The Seller represents and warrants that fees for such Services are equal to the actual cost of such services to the Seller. (2) Following the date hereof, the Purchaser may request that the Seller provide additional services beyond the Services (each, an “Additional Service”), provided such Addittional Services were performed by the Seller or its affiliates or third party contractors in respect of the Operations prior to the date hereof. The Seller shall provide such Additional Services for a term not to exceed the Term. The fees for such Additional Services shall be agreed upon by the parties and set out in an amendment to Schedule A. Such Additional Services shall be deemed to be Services for the purposes of this Agreement. (3) In providing, or causing to be provided, the Services, the Seller shall use its commercially reasonable efforts to ensure that such Services are of substantially the same nature, service level and quality, and provided with the same degree of care and diligence, and by the same Provider as the services provided for itself or its affiliates in the 12 month period immediately prior to the date hereof in the Ordinary Course of the Operations (the “Reference Period”), provided, however, that, notwithstanding anything contained herein, in providing the Services, no Provider shall be obligated to (i) hire or train additional employees, (ii) maintain the employment of any specific employee, (iii) purchase, lease or license any additional facilities, equipment or software, or (iv) otherwise deploy any commercially unreasonable efforts. The Seller shall implement prior to or on the date hereof an employee retention program for those employee of the Provider that will perform Services under this Agreement and in the event of the departure of any employee of the Provider performing Services during the Term, the Purchaser and the Seller shall work together to find a solution to replace any departing employees following the date hereof; provided that it is agreed between the Parties that such solution shall not require the Provider to hire any employee, independent contractor or Thirty Party Provider to replace such departing employee(s). (4) The Seller shall act in good faith in making operational or managerial decisions as to its use or management of personnel, technology and other resources used in relation to any Services. The Seller shall not be obligated to provide, or cause to be provided, any Services at a level of service which exceeds the volume, quantities or levels of the services provided in the Reference Period or, concerning the Services involving Third Party Providers, in a volume or quantity or at a level which exceeds what the Third Party Providers have the obligation to provide pursuant to the agreements in place as of the date hereof. (5) The Purchaser agrees that access to and use of the Services is provided solely for the use and benefit of the Purchaser and GreenFirst and solely in support of the Operations for its orderly and timely transition, during the Term. The Purchaser shall not allow access to or use of the Services by any other Person or for any other purpose without the prior written consent of the Seller. (6) The Purchaser acknowledges and agrees that the Customer relies on Services provided hereunder are transitional in nature and are furnished solely for the skill purpose of effecting orderly and judgment timely transition of the Supplier Operations from the Seller to the Purchaser and to support the Operations in the Ordinary Course during such transition period. The Purchaser acknowledges and agrees that the Seller is not in the business of providing services similar to the Services to third parties and that the Seller has no interest in continuing any Service beyond the applicable Service Term. (7) If the Seller is unable, using commercially reasonable efforts, to continue to provide the Services, the Seller may engage contractors, subcontractors, vendors or other third party providers (each, a “Third Party Provider”) or its affiliates in connection with the provision of the Services and may delegate any of its duties to such Third Party Provider or affiliate as may be appropriate in the performance circumstances; provided that: (i) the Seller shall obtain prior written approval of Purchaser prior to engaging an affiliate or a Third Party Provider that is not engaged by the Seller as of the date hereof, which approval shall not be unreasonably withheld; (ii) the Seller shall continue to be responsible for the provision of the Services hereunder; (iii) such delegation or third-party retainer shall not relieve the Seller of any of its obligations under this Call Off ContractAgreement; (iv) such affiliate or the Third Party Provider, as applicable, has the necessary knowledge, skills, qualifications and licences to provide such Services; and (v) the Purchaser shall be responsible for all fees and expenses of such Third Party Provider as approved in writing by the Purchaser in advance of Seller incurring such fees and expenses. (8) The Seller shall use commercially reasonable efforts to maintain in force current agreements with Third Party Providers. The Supplier Seller shall ensure that the Services: comply in all respects with the description of the Services in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and be responsible for any inability to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect terms hereof resulting from a termination of any Deliverables and/or the Services. Where any agreement with a Third Party Provider by such warranties are held on trustThird Party Provider, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time other than due to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely of the Seller. The Seller represents that it has no reason to diminish believe that any Third Party Provider will cease to provide the trust Services that it currently provides for the public places in the Customer, regardless of whether or not full term that such act or omission is related Services are to be provided hereunder. The Seller shall provide prompt notice to the SupplierPurchaser in writing if it becomes aware of any actual or threatended termination of any agreement by a Third Party Provider, and shall reasonably cooperate with the Purchaser, at the Purchaser’s obligations under this Call Off Contract; sole cost and gatherexpense, collate and to identify alternative solutions regarding Services relating to or impacted by such termination. (9) To the extent some of the Services are provided, as of the date hereof, or have ortherwise historically been provided, by an affiliate of the Seller, the Seller may continue to provide such information and co-operation as Services through such affiliate without having to comply with the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included consent requirement set out in Annex 1 of Call Off Schedule 2 (ServicesSection 3.1(7).

Provision of the Services. The Supplier acknowledges 2.1 LONZA shall diligently carry out the Services as provided in Schedules 1 and agrees 2 and shall use all commercially reasonable efforts to achieve the estimated timescales set out in Schedule 2. LONZA shall perform the Services under this Agreement, including the development and manufacture of Product, in the Facility according to cGMP and the Specifications, as applicable, in accordance with Schedules 1 and 2. LONZA shall at all times use reasonable and adequate safety and protection measures to ensure that the Customer relies on the skill and judgment of the Supplier in the provision results of the Services are not endangered by any unforeseen interruption of LONZA’s research and development activities. LONZA shall have the performance right to outsource certain activities included in the Services without the consent of its obligations under this Call Off Contract. The Supplier IMMUCELL to an Affiliate, or – subject to IMMUCELL’s consent - to an External Contractor. 2.2 LONZA shall ensure that perform the Services: comply in all respects with , including the description development and manufacture of the Services in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are supplied Product in accordance with the provisions Specification and cGMP, provided that there shall be no such obligation to meet the Specification in respect of this Call Off Contract the first two (including 2) Engineering Batches manufactured or in respect of the Call Off Tender) and first batch of Product manufactured following any change in the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required Process agreed to or requested by the Customer); and the Supplier's own established procedures and practices IMMUCELL. 2.3 Owing to the extent unpredictable nature of the same do not conflict with biological processes involved in the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision performance of the Services; ensure that any services recommended or otherwise specified by the Supplier for use by the Customer , in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance particular in connection with the Services development and manufacture of Product but subject to any Other Supplier andthe provisions of Section 2.4, on the Call Off Expiry Date timescales set down for any reason, to enable the timely transition of the supply performance of the Services (including without limitation the dates for production and Delivery of Product) and the quantities of Product for Delivery set out in Schedule 2 are estimated only and shall therefore not be deemed binding obligations. 2.4 Without prejudice to LONZA’s obligations under Clauses 2.1 and 2.2 except as expressly provided below, IMMUCELL shall not be entitled to cancel any unfulfilled part of the Services that has been authorized by a Purchase Order issued by IMMUCELL pursuant to this Agreement, including without limitation Clause 7.4, or to refuse to accept the results of the Services on grounds of late performance, late delivery or failure to produce the estimated quantities of Product for Delivery. LONZA shall not be liable for any loss, damage, costs or expenses of themany nature, whether direct or consequential, occasioned by: (a) any delay in performance or Delivery howsoever caused; or (b) any failure to produce the estimated quantities of Product for Delivery. Notwithstanding the foregoing, if there is a material failure by LONZA to produce the agreed estimated quantities (if any) of Product for Delivery (other than due to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit unpredictable nature of the Customer, all warranties and indemnities provided by third parties or biological processes involved in the performance of the Services)xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxIMMUCELL being released (at its option) from any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties obligations under firm purchase orders outstanding in accordance with any reasonable directions that Section 6.1 or Section 6.2, subject to the Customer may notify obligations owing by IMMUCELL to LONZA under Section 10.2. 2.5 LONZA shall comply with the International Committee for Harmonization regulatory requirements from time to time applicable to the Supplier; provide Services as set out in Schedule 2. 2.6 LONZA hereby undertakes not to use the Customer with such assistance as Production Strain, IMMUCELL Materials, IMMUCELL Information and/or IMMUCELL Intellectual Property (or any part thereof) for any purpose other than the Customer may reasonably require during the Call Off Contract Period in respect performance of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request Agreement exclusively for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services)IMMUCELL.

Provision of the Services. 2.1 The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier services we supply to you are those Services detailed in the Services Agreement. The Services may include (but are not limited to): • The ability to make or receive a Call ("Telephone Service"); • The provision of line or lines for a rental charge ("Line Rental Service"); • The provision of broadband fixed and / or mobile Internet / WAN access; encompassing ADSL, FTTC (“Superfast Fibre”), EoFTTC (“Superfast Fibre Plus”), X.Xxxx, FTTP, EoFTTP, X.Xxxx, XxX.Xxxx (“Ultrafast Fibre”), 3G, 4G, 5G (“Mobile Connectivity”), EFM, Leased Line, Point to Point (“Ultimate Fibre”) or any other newly released broadband technology released after incorporation of these terms and conditions (“Broadband Service”); • The provision of content filtering and / or management services (“Content Filtering Service”); • The provision of firewall and / or management services (“Firewall Service”); • The provision of IP telephony services ("VoIP Service"); • The provision of cloud storage services (“Storage Service”); • Any other Services which we may offer for sale from time to time. For the avoidance of doubt, the specific Services to be provided to you under the Contract shall be detailed in the attached Services Agreement. 2.2 We will use reasonable endeavours to provide you with the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the description of the Services in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); date we agree with you and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and continue to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure)until the Contract is terminated. However, obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision time shall not be of the Services; ensure that essence in relation to performance and we will not be liable for any services recommended loss or otherwise specified damages suffered by you should the Services not commence on and/or be completed by the Supplier for use by the Customer in conjunction with the Deliverables and/or agreed date. 2.3 We cannot guarantee and do not warrant that the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that interruptions or will be fault- free and we will not be liable for any loss or damages should the Services be interrupted from time to time. You accept that there may also be degradations of the quality of the Service from time to time due to matters beyond our control (see clause 14 below), and that we will not be liable for any loss or damages should the quality of the Service we provide be affected by such matters. 2.4 In providing the Services we shall use the reasonable skill and care that may be expected from a competent communications service provider. However, where you do not use an Assured broadband or internet service supplied by us, then you understand that we make no assurances in respect of the quality of your Calls and we shall not be liable for any degradation of service you experience compared to the service you received from your previous supplier. 2.5 By signing the Contract you warrant that you are fully compatible out of contract with your current supplier and therefore we are not liable for any Customer Property charges levied upon you or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (us from your existing supplier by moving to Talk Straight to provide the Services. You understand that you shall be liable for any costs or elsewhere in this Call Off Contract) or otherwise used by the Supplier fees payable to your existing supplier arising in connection with your termination of their services. 2.6 By signing the Contract you warrant that you have disclosed all features associated to your current service. This includes any other services which are reliant upon this Call Off Contract; minimise service, (for example, but not limited to, extension billing or XXX removal). We cannot be held responsible for any disruption additional charges you may have levied upon you by your other suppliers when moving from your existing telecoms supplier to us. 2.7 Unless otherwise agreed in writing, you agree to secure exit from your existing supplier within 5 weeks from signature of the Sites and/or Contract for all services which we are to assume responsibility for. We reserve the Customer's operations when providing the Services; ensure that right to charge for any Documentation and training provided by the Supplier necessary work relating to the Customer moving you from your existing supplier to us if you have not specified any additional services we are comprehensive, accurate and prepared not aware of. Such charges shall be in accordance with Good Industry Practice; co-operate with our standard rates in force at the Other Suppliers and provide reasonable information relevant time. (including any Documentation), advice and assistance in connection with a) We will give you an estimated installation date for the Services but you understand time is not of the essence in relation to performance of any installation. Subject to clause 13.1 below we shall not be liable for any costs or losses suffered by you which relate to our delayed or failed performance of the installation services. (b) If you do not supply the correct postcode relating to your telecoms service and our initial attempt to take over your services fail due to this reason then we reserve the right to charge you a reasonable administration fee of equal value to the amount we are charged by our suppliers. It is your responsibility to confirm the postcode BT has on record with your existing suppliers and to inform us of such in writing within a reasonable period in advance. (a) On the agreed day of installation should our engineers or our supplier’s engineers be unable to get access physically or remotely to your site due to any Other Supplier andact or omission by you or any of your officers, on employees or agents, then an abortive full day site visit charge at our current rate will be payable by you. Further, we shall be entitled to charge you for any additional charges levied upon us by our third party suppliers as a result of such failed site visit. (b) You must give us a minimum of 2 full working days (i.e. a minimum of 48 hours) notice if you wish to cancel or re-arrange a pre-arranged engineer site visit. In the Call Off Expiry Date event you fail to give such notice you shall be liable to pay £200 plus VAT to us in respect of such cancelled engineer appointment irrespective of whether your contract provides for free installation services. Some of our engineering services and our suppliers engineering services are time and materials based. We will indicate an estimated cost at time of order. If however the installation is more complicated and/or takes longer to complete than first anticipated for any reason, then we reserve the right to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customercharge you additional sums on an hourly basis, or if it is unable to do so, shall (to the extent it is legally able to do so) hold based on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor our standard rates as in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify force from time to time time. 2.10 It is your responsibility to accurately tell our suppliers engineers where to install Lines and Equipment on the day of installation. Such information should be provided to us in advance of installation in writing. Should you not do so and the Line or Equipment is installed (in whole or in part) elsewhere in your premises then you are responsible for any additional charges in moving the Line/Equipment to the Supplier; provide the Customer with such assistance desired location, and any loss or damage incurred as the Customer may reasonably require during the Call Off Contract Period in respect a result of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places Line and/or Equipment being installed in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services)incorrect location.

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the 8.1 Any time specified by TCF for provision of the Services is an estimate only and TCF will not be liable for any loss or damage incurred by the performance Client as a result of its obligations under this Call Off Contractany delay. The Supplier However both parties agree that they shall ensure that the Services: comply in all respects with the description of make every endeavour to enable the Services in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; to be provided at the time and are supplied in accordance with place as was arranged between both parties. In the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and event that TCF is unable to provide the Services as agreed solely due to any action or inaction of the Client then TCF shall be entitled to charge a reasonable fee for re-providing the Services at a later time and date. 8.2 The Client authorises TCF (in accordance its discretion at any time without notice to the Client) to: (a) license or sub-contract all or any part of its rights and/or obligations, including using the services of others where necessary to ensure compliance with this Call Off Contract; subject lawful authority requirements, etc.; (b) deviate from the usual, customary, intended or advertised route (whether or not the nearest and/or most direct and/or customary) or manner of carriage of Goods that may be deemed reasonable or necessary in the circumstances, including stay at any place whatsoever once or more often in any order backwards or forwards and/or store the Goods at any such place for any period whatsoever; (c) comply with any order direction or recommendation on loading, unloading, departure, routes, place or call, stoppages, destination, arrival, discharge, delivery or otherwise whatsoever given by any lawful authority. 8.3 The Client acknowledges and agrees: (a) if the Client instructs TCF to Clause 22.1 use a particular method of carriage whether by road, rail, sea or air TCF will give priority to the method designated but if that method cannot conveniently be adopted by TCF the Client shall be deemed to authorise TCF to carry or have the Goods carried by another method or methods; (Variation Procedure)b) TCF contracts with the Client both on its own behalf and on the behalf of TCF’s servants, obtainagents and subcontractors, and maintain throughout the duration Client undertakes that the Client will not make any claims against such servant, agent or subcontractor which may impose upon any of this Call Off Contract, all them any liability whatsoever in connection with the consents, approvals, licences and permissions (statutory, regulatory contractual Goods or otherwise) it may require and which are necessary for the provision of the Services; ensure that any services recommended , whether or otherwise specified not arising out of negligence or a wilful act or omission by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them; (c) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where clause herein which excludes, or in any such warranties are held on trustway limits, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period liability of TCF in respect of the supply Services, TCF, in addition to acting for itself, is acting as an agent of, and trustee for, each of its employees and also any other person or company with whom TCF arranges for the carriage of the Services; deliver Goods (and the Services employees of such person or company) so that these parties are parties to this agreement in a proportionate so far as to the exclusions or indemnities that are contained herein are concerned and, in so far as may be necessary to give effect to this clause, TCF will hold the benefit of these terms and efficient manner; ensure that neither itconditions for its employees and so any such person or company and their employees; (d) the Client shall indemnify TCF against: (i) the consequences of such claim or allegation thereof; (ii) all claims or demands whatsoever by whomsoever made in respect of any loss, nor any of its Affiliatesdamage, embarrasses the Customer or otherwise brings the Customer into disrepute injury howsoever caused whether or not by engaging in any negligence or wilful act or omission which is reasonably likely to diminish the trust that the public places of TCF, its servants, agents or subcontractors. 8.4 TCF’s charges shall be considered earned in the Customer, regardless case of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation Goods for carriage as soon as the Customer may reasonably request for Goods are loaded and despatched from the purposes of ascertaining the SupplierClient’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services)premises.

Provision of the Services. 7.1.1 The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. . 7.1.2 The Supplier shall ensure that the Services: : (a) comply in all respects with the description of the Services in Call Off Schedule 2 ( (Services) or elsewhere in this Call Off Contract; and and (b) are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. . 7.1.3 The Supplier shall perform its obligations under this Call Off Contract in accordance with: : (a) all applicable Law; ; (b) Good Industry Practice; ; (c) the Standards; ; (d) the Security Policy; ; (e) the ICT Policy (if so required by the Customer); and and (f) the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). . 7.1.4 The Supplier shall: : (a) at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; ; (b) subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ; (c) ensure that any services Services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ; (d) ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ; (e) ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; ; (f) minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ; (g) ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; ; (h) co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; ; (i) assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; ; (j) provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; ; (k) deliver the Services in a proportionate and efficient manner; ; (l) ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and and (m) gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. . 7.1.5 An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Sub- Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. 2.1 The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier services we supply to you are those Services detailed in the Services Agreement. The Services may include (but are not limited to): • The ability to make or receive a Call ("Telephone Service"); • The provision of line or lines for a rental charge ("Line Rental Service"); • The provision of broadband internet access ("Broadband Service"); • The provision of IP telephony services ("VoIP Service") • Any other Services which we may offer for sale from time to time. For the avoidance of doubt, the specific Services to be provided to you under the Contract shall be detailed in the attached Services Agreement. 2.2 We will use reasonable endeavours to provide you with the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the description of the Services in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); date we agree with you and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and continue to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout until the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision Contract is terminated. However time shall not be of the Services; ensure that essence in relation to performance and we will not be liable for any services recommended loss or otherwise specified damages suffered by you should the Services not commence on and/or be completed by the Supplier for use by the Customer in conjunction with the Deliverables and/or agreed date. 2.3 We cannot guarantee and do not warrant that the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that interruptions or will be fault- free and we will not be liable for any loss or damages should the Services be interrupted from time to time. You accept that there may also be degradations of the quality of the Service from time to time due to matters beyond our control (see paragraph 15 below), and that we will not be liable for any loss or damages should the quality of the Service we provide be affected by such matters. 2.4 In providing the Services we shall use the reasonable skill and care that may be expected from a competent communications service provider. However, where you do not use an Assured broadband or internet service supplied by us then you understand that we make no assurances in respect of the quality of your Calls and we shall not be liable for any degradation of service you experience compared to the service you received from your previous supplier. 2.5 By signing the Contract you warrant that you are fully compatible out of contract with your current supplier and therefore we are not liable for any Customer Property charges levied upon you or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (us from your existing supplier by moving to Signal Telecom to provide the Services. You understand that you shall be liable for any costs or elsewhere in this Call Off Contract) or otherwise used by the Supplier fees payable to your existing supplier arising in connection with your termination of their services. 2.6 By signing the Contract you warrant that you have disclosed all features associated to your current service. This includes any other services which are reliant upon this Call Off Contract; minimise service, (for example, but not limited to, extension billing or XXX removal). We cannot be held responsible for any disruption additional charges you may have levied upon you by your other suppliers when moving from your existing telecoms supplier to us. 2.7 Unless otherwise agreed in writing, you agree to secure exit from your existing supplier within 5 weeks from signature of the Sites and/or Contract for all services which we are to assume responsibility for. We reserve the Customer's operations when providing the Services; ensure that right to charge for any Documentation and training provided by the Supplier necessary work relating to the Customer moving you from your existing supplier to us if you have not specified any additional services we are comprehensive, accurate and prepared not aware of. Such charges shall be in accordance with Good Industry Practice; co-operate with our standard rates in force at the Other Suppliers and provide reasonable information relevant time. (including any Documentation), advice and assistance in connection with a) We will give you an estimated installation date for the Services but you understand time is not of the essence in relation to performance of any installation. Subject to clause 14.1 below we shall not be liable for any costs or losses suffered by you which relate to our delayed or failed performance of the installation services. (b) If you do not supply the correct postcode relating to your telecoms service and our initial attempt to take over your services fail due to this reason then we reserve the charge you a reasonable administration fee of equal value to the amount we are charged by our suppliers. It is your responsibility to confirm the postcode BT has on record with your existing suppliers and to inform us of such in writing within a reasonable period in advance. (a) On the agreed day of installation should our engineers or our supplier’s engineers be unable to get access to your site due to any Other Supplier andact or omission by you or any of your officers, on employees or agents, then an abortive full day site visit charge at our current rate will be payable by you. Further, we shall be entitled to charge you for any additional charges levied upon us by our third party suppliers as a result of such failed site visit. (b) You must give us a minimum of 2 full working days' (i.e. a minimum of 48 hours) notice if you wish to cancel or re-arrange a pre-arranged engineer site visit. In the Call Off Expiry Date event you fail to give such notice you shall be liable to pay £550 plus VAT to us in respect of such cancelled engineer site visit, irrespective of whether your contract provides for free installation services. 2.10 Some of our engineering services and our suppliers engineering services are time and materials based. We will indicate an estimated cost at time of order. If however the installation is more complicated and/or takes longer to complete than first anticipated for any reason, then we reserve the right to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customercharge you additional sums on an hourly basis, or if it is unable to do so, shall (to the extent it is legally able to do so) hold based on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor our standard rates as in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify force from time to time time. 2.11 It is your responsibility to accurately tell our suppliers engineers where to install Lines and Equipment on the day of installation. Such information should be provided to us in advance of installation in writing. Should you not do so and the Line or Equipment is installed (in whole or in part) elsewhere in your premises then you are responsible for any additional charges in moving the Line/Equipment to the Supplier; provide the Customer with such assistance desired location, and any loss or damage incurred as the Customer may reasonably require during the Call Off Contract Period in respect a result of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places Line and/or Equipment being installed in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services)incorrect location.

Provision of the Services. The Supplier acknowledges (a) Lonza shall itself and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of through its Affiliates, diligently carry out the Services as provided in this Agreement and the performance of its obligations under this Call Off Contract. The Supplier each SOW, and shall ensure that the Services: comply in all respects with the description of use reasonable endeavours to perform the Services in Call Off Schedule 2 ( Services) or elsewhere without defect and according to the estimated timelines as set forth in this Call Off Contract; Agreement and are supplied each applicable SOW or Binding Order. Lonza will, in accordance with the provisions terms of this Call Off Contract (including the Call Off Tender) Agreement and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; Quality ​ [***] CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (A) IS NOT MATERIAL AND (B) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED Agreement, manufacture at the Standards; Facility and Release to Customer, cGMP Batches that comply with the Security Policy; the ICT Policy (if so required by the Customer); Master Batch Record, cGMP and the Supplier's own established procedures Specifications, and practices to the extent the same do not conflict provide a corresponding Certificate of Analysis and Certificate of Compliance for each such cGMP Batch. (b) Lonza shall retain appropriately qualified and trained personnel with the requirements of Clauses 7.1.3(a) requisite knowledge and experience to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide perform the Services in accordance with this Call Off ContractAgreement. Lonza may subcontract or delegate any portion of the Services under this Agreement to a Third Party analytical laboratory or other Third Party only with Omeros’ advance written approval, not to be unreasonably withheld; provided, that any such subcontracted Third Party shall be subject to Clause 22.1 (Variation Procedure)the same obligations and other provisions contained in this Agreement and any applicable SOW or Binding Order and Lonza shall be responsible for such subcontracted services, obtainunless such subcontracted Third Party has been selected by Omeros, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and in which are necessary case Lonza shall not be responsible for the provision of the Services; ensure that any services recommended or otherwise specified by the Supplier for use by the Customer such subcontracted services. 2.2 Lonza shall manufacture cGMP Product in conjunction accordance with the Deliverables and/or the Services shall enable the Deliverables and/or the Services Master Batch Record to meet the requirements of Specifications using the Customer; ensure Omeros Cell Line, provided that there shall be no such obligation to meet the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period Specifications in respect of the supply [***] cGMP Batch manufactured following any material change in the Process agreed to or requested by Omeros in writing, provided, however, that in such cases Lonza shall still be required to use commercially reasonable efforts to meet the Specifications and shall still comply with all Applicable Laws and Lonza’s standard operating procedures. 2.3 The quantities of Product for Delivery set out in Purchase Orders are estimates only, which quantities Lonza shall use commercially reasonable efforts to meet. Promptly following First Approval and the manufacture of the Services; deliver [***] cGMP Batch manufactured on or after [***] by Lonza for Omeros at each facility at which Lonza manufactures Batches for Omeros, (not including batches manufactured under the Development Agreement or other development batches), and taking into account sampling from Batches, the Parties shall mutually determine and agree in writing on target yield quantities and an acceptable range of yield for future cGMP Batches along with associated pricing adjustments. 2.4 Without prejudice to Lonza’s obligations under Clauses 2.1 and 2.2, Omeros shall be entitled to cancel any unfulfilled part of the Services or to refuse to accept the Services on grounds of late performance or late delivery to the extent specified within this Agreement. 2.5 Lonza shall perform the Services in compliance with this Agreement, the applicable SOW, all Applicable Laws and Lonza’s standard operating procedures applicable to the Services. 2.6 Lonza shall not use the Cell Line, the Omeros Process, Omeros Patent Rights, Omeros Materials or Omeros Information (or any part thereof) [***] for any purpose other than the performance of the Services for Omeros under this Agreement. [***]. 2.7 Lonza shall: (a) at all times use commercially reasonable efforts to keep the Cell Line, the Omeros Information and/or Omeros Materials secure and safe from loss and damage in a proportionate and efficient mannercommercially reasonable manner that is as rigorous as such manner as Lonza stores its own material of similar nature; (b) not part with possession of the Cell Line and/or Omeros Materials or the Product or the Omeros Information, save for the purpose of activities at the authorized External Laboratories or as otherwise authorised in writing by Omeros; and (c) ensure that neither it, nor any all External Laboratories are subject to obligations of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places confidence substantially in the Customer, regardless form of whether or not such act or omission is related to the Supplier’s those obligations of confidence imposed on Lonza under this Call Off Contract; Agreement. 2.8 Omeros acknowledges and gather, collate and agrees that this Agreement is entered into so that Lonza can provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation Services based on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).options provided below:

Provision of the Services. Edapt shall provide the Support Services to the St aff (rather than You) using all reasonable care and skill and subject to it s terms and conditions of service (Standard Service Terms). Edapt shall also provide the St aff w ith access to the additional services described as such on it s w ebsit e and w hich are to be provided by third party providers (Additional Services). The Supplier acknowledges Additional Services shall be provided in accordance w ith the relevant third party provider’s ow n terms and agrees conditions but at no additional cost to the St aff. For the avoidance of doubt, the Support Services and the Additional Services (together, the Services) do not include: a) accompaniment, represent ation or any other employment related services provided by or accessible via Edapt f rom t ime to t ime for the St aff which are not specif ically detailed w ithin the Service Schedule; b) any Services, the facts and/or circumst ances of which arose prior to the Commencement Date; (together, Excluded Services). You agree and acknow ledge that it is Your responsibilit y to inform the St aff that the Customer relies Services do not include the Excluded Services, nor are they a subst itute for union represent at ion. You therefore agree and acknow ledge that You shall not represent to the St aff that the Services being provided under and in accordance with this Agreement are in subst itute for union represent at ion. We shall provide the Services either via telephone, email or in person at Our election and dependent on the skill and judgment requirements of the Supplier individual sit uation. Where and to the extent that the St aff require any Excluded Services then they shall be entitled to sign up to an upgrade for a discount xx xxxxx of to be disclosed in the advance and subject to additional terms and conditions. You agree that Xxxxx ’s provision of the Services (and any Excluded Services as the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the description of the Services in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it case may require and which are necessary for the provision of the Services; ensure that any services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of thembe) to the Customer and/or St aff shall be confidential as between the relevant member of St aff and Edapt, that no duty of care is owed to You and that Edapt shall not be obliged to disclose any information relating to any Replacement Supplier; assign such matters to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services)You.

Provision of the Services. The Supplier acknowledges (a) Lonza shall itself and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of through its Affiliates, diligently carry out the Services as provided in this Agreement and the performance of its obligations under this Call Off Contract. The Supplier each SOW, and shall ensure that the Services: comply in all respects with the description of use reasonable endeavours to perform the Services in Call Off Schedule 2 ( Services) or elsewhere without defect and according to the estimated timelines as set forth in this Call Off Contract; Agreement and are supplied each applicable SOW or Binding Order. Lonza will, in accordance with the provisions terms of this Call Off Contract (including the Call Off Tender) Agreement and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; Quality Agreement, manufacture at the Standards; Facility and Release to Customer, cGMP Batches that comply with the Security Policy; the ICT Policy (if so required by the Customer); Master Batch Record, cGMP and the Supplier's own established procedures Specifications, and practices to the extent the same do not conflict provide a corresponding Certificate of Analysis and Certificate of Compliance for each such cGMP Batch. (b) Lonza shall retain appropriately qualified and trained personnel with the requirements of Clauses 7.1.3(a) requisite knowledge and experience to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide perform the Services in accordance with this Call Off ContractAgreement. Lonza may subcontract or delegate any portion of the Services under this Agreement to a Third Party analytical laboratory or other Third Party only with Omeros’ advance written approval, not to be unreasonably withheld; provided, that any such subcontracted Third Party shall be subject to Clause 22.1 the same obligations and other provisions contained in this Agreement and any applicable SOW or Binding Order and Lonza shall be responsible for such [***] CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (Variation Procedure)A) IS NOT MATERIAL AND (B) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED subcontracted services, obtainunless such subcontracted Third Party has been selected by Omeros, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and in which are necessary case Lonza shall not be responsible for the provision of the Services; ensure that any services recommended or otherwise specified by the Supplier for use by the Customer such subcontracted services. 2.2 Lonza shall manufacture cGMP Product in conjunction accordance with the Deliverables and/or the Services shall enable the Deliverables and/or the Services Master Batch Record to meet the requirements of Specifications using the Customer; ensure Omeros Cell Line, provided that there shall be no such obligation to meet the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period Specifications in respect of the supply [***] cGMP Batch manufactured following any material change in the Process agreed to or requested by Omeros in writing, provided, however, that in such cases Lonza shall still be required to use commercially reasonable efforts to meet the Specifications and shall still comply with all Applicable Laws and Lonza’s standard operating procedures. 2.3 The quantities of Product for Delivery set out in Purchase Orders are estimates only, which quantities Lonza shall use commercially reasonable efforts to meet. Promptly following First Approval and the manufacture of the Services; deliver [***] cGMP Batch manufactured on or after [***] by Lonza for Omeros at each facility at which Lonza manufactures Batches for Omeros, (not including batches manufactured under the Development Agreement or other development batches), and taking into account sampling from Batches, the Parties shall mutually determine and agree in writing on target yield quantities and an acceptable range of yield for future cGMP Batches along with associated pricing adjustments. 2.4 Without prejudice to Lonza’s obligations under Clauses 2.1 and 2.2, Omeros shall be entitled to cancel any unfulfilled part of the Services or to refuse to accept the Services on grounds of late performance or late delivery to the extent specified within this Agreement. 2.5 Lonza shall perform the Services in compliance with this Agreement, the applicable SOW, all Applicable Laws and Lonza’s standard operating procedures applicable to the Services. 2.6 Lonza shall not use the Cell Line, the Omeros Process, Omeros Patent Rights, Omeros Materials or Omeros Information (or any part thereof) [***] for any purpose other than the performance of the Services for Omeros under this Agreement. [***]. 2.7 Lonza shall: (a) at all times use commercially reasonable efforts to keep the Cell Line, the Omeros Information and/or Omeros Materials secure and safe from loss and damage in a proportionate and efficient mannercommercially reasonable manner that is as rigorous as such manner as Lonza stores its own material of similar nature; (b) not part with possession of the Cell Line and/or Omeros Materials or the Product or the Omeros Information, save for the purpose of activities at the authorized External Laboratories or as otherwise authorised in writing by Omeros; and (c) ensure that neither it, nor any all External Laboratories are subject to obligations of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places confidence substantially in the Customer, regardless form of whether or not such act or omission is related to the Supplier’s those obligations of confidence imposed on Lonza under this Call Off Contract; Agreement. 2.8 Omeros acknowledges and gather, collate and agrees that this Agreement is entered into so that Lonza can provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation Services based on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).options provided below:

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the description of the Services in Call Off Schedule 2 ( (Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's Suppliers own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s Suppliers obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s Suppliers compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the Customer’s description of the Services in Call Off Schedule 2 ( (Goods and Services) (or elsewhere in this Call Off Contract); and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and or the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the Quality Plans; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e7.1.3(f). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 21.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that: the release of any new Supplier Software or upgrade to any Supplier Software complies with the interface requirements of the Customer and (except in relation to new Software or upgrades which are released to address Malicious Software) shall notify the Customer three (3) Months before the release of any new Supplier Software or Upgrade; all Software including Upgrades, Updates and New Releases used by or on behalf of the Supplier are currently supported versions of that Software and perform in all material respects in accordance with the relevant specification; any products or services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the CustomerCustomer as specified in the Order Form and Schedule 2 (Goods and Services); ensure that the Supplier System and Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer)) and will be Euro Compliant; ensure that and the Services are fully compatible with any Customer Software, Customer System, Customer Property or Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites Services, the ICT Environment and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier to enable such Other Supplier to create and maintain technical or organisational interfaces with the Services and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges and agrees that 2.1 During the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the description of the Services in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions term of this Call Off Contract (including the Call Off Tender) Agreement and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by subject to the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements ’s use of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off ContractAgreement and the Documentation, Munters will use commercially reasonable efforts to make MyMunters and the Services available for the Customer at any time, except in the event of (i) downtime for scheduled maintenance (of which prior Written notice will be given to the Customer within a reasonable period of time before such maintenance); (ii) downtime for emergency maintenance (of which prior Written notice is given to the Customer if practically feasible); (iii) a Force Majeure Event; (iv) unavailability caused by Internet provider’s failure or delay; (v) unavailability that is or reasonably should be attributed to the Customer’s acts or omissions contrary to this Agreement; or (vi) subject to Clause 22.1 (Variation Procedure)clause 3.2, obtaindisruptions in the Customer’s IT-systems and/or infrastructure. 2.2 Munters grants to the Customer a non-exclusive, non-transferable, non-sublicensable, personal, limited, revocable right to access and maintain throughout use MyMunters and the duration Services in accordance with this Agreement and the Documentation during the term of this Call Off ContractAgreement. 2.3 Munters reserves the right to, at any time and in its own discretion, modify, update or upgrade, temporarily or permanently, MyMunters and any Services accessible through MyMunters, provided that such modification, update or upgrade does not diminish the overall functionality of the Services.‌ 2.4 Munters may provide the Customer a time-limited free trial access to MyMunters and the Services in order to enable the Customer to evaluate the Services. The Customer acknowledges and agrees that the Customer’s access to and use of the Services on such a free basis shall solely be on the Customer’s own risk and responsibility and shall at all times be in accordance with the consents, approvals, licences terms and permissions (statutory, regulatory contractual conditions of this Agreement and any instructions or otherwise) it may require and which are necessary for materials provided in connection with the provision of the free trial access. Munters hereby disclaims any and all of its obligations and liabilities under this Agreement or otherwise, to the fullest extent permitted by applicable law, arising out of, or in connection with, the Customer’s access to and use of the Services; ensure that any services recommended or otherwise specified by . Notwithstanding anything to the Supplier for use by contrary stated in this Agreement, the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements fully and completely indemnify, hold harmless and release Munters from any and all liabilities, damages, claims or demands whatsoever, that may arise as a consequence of the Customer; ensure that the Supplier Assets will be free ’s access to and use of all encumbrances (except as agreed in writing with the Customer); ensure that MyMunters or the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).clause 2.4.‌

Provision of the Services. The Supplier acknowledges and agrees that the Customer Contracting Authority relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the description of the Services in Call Off Schedule 2 ( (Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's ’s own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(eClause 7.(a). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any services Services recommended or otherwise specified by the Supplier for use by the Customer Contracting Authority in conjunction with the Deliverables and/or the Services andServices shall enable the Deliverables and/or and the Services to meet the requirements of the CustomerContracting Authority; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the CustomerContracting Authority); ensure that the Services are fully compatible with any Customer Contracting Authority Property or Customer Contracting Authority Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the CustomerContracting Authority's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer Contracting Authority are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer Contracting Authority and/or to any Replacement Supplier; assign to the CustomerContracting Authority, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the CustomerContracting Authority, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer Contracting Authority may notify from time to time to the Supplier; provide the Customer Contracting Authority with such assistance as the Customer Contracting Authority may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer Contracting Authority or otherwise brings the Customer Contracting Authority into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the CustomerContracting Authority, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer Contracting Authority may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Key Sub Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 8. shall apply if any Services have been included in Annex 1 (The Services) of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the any description of the Services in Call Off Schedule 2 ( (Goods and Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and or the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 20.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any products or services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Goods and/or the Services shall enable the Deliverables and/or the Goods and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); and ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. 7.1.1 The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. . 7.1.2 The Supplier shall ensure that the Services: : (a) comply in all respects with the any description of the Services in Call Off Schedule 2 ( (Services) or elsewhere in this Call Off Contract; and and (b) are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. Contract.. 7.1.3 The Supplier shall perform its obligations under this Call Off Contract in accordance with: : (a) all applicable Law; ; (b) Good Industry Practice; ; (c) the Standards; ; (d) the Security Policy; ; (e) the ICT Policy (if so required by the Customer); and and (f) the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). . 7.1.4 The Supplier shall: : (a) at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; Contract and Tender; (b) subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwiseor (c) it may require and which are necessary for the provision of the Services; ensure that any products or services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ; (d) ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); and (e) ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; ; (f) minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ; (g) ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; ; (h) co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; ; (i) assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; ; (j) provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; ; (k) deliver the Services in a proportionate and an efficient manner; ; (l) ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and and (m) gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. . 7.1.5 An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the Customer’s description of the Services in Call Off Schedule 2 ( (Goods and Services) (or elsewhere in this Call Off Contract); and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and or the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the Quality Plans; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e7.1.3(f). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 21.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that: the release of any new Supplier Software or upgrade to any Supplier Software complies with the interface requirements of the Customer and (except in relation to new Software or upgrades which are released to address Malicious Software) shall notify the Customer three (3) Months before the release of any new Supplier Software or Upgrade; all Software including Upgrades, Updates and New Releases used by or on behalf of the Supplier are currently supported versions of that Software and perform in all material respects in accordance with the relevant specification; any products or services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier System and Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer)) and will be Euro Compliant; ensure that and the Services are fully compatible with any Customer Software, Customer System, Customer Property or Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites Services, the ICT Environment and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier to enable such Other Supplier to create and maintain technical or organisational interfaces with the Services and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Call-Off Contract. The Supplier shall ensure that the Services: comply in all respects with the any description of the Services in Call Call-Off Schedule 2 ( (Services) or elsewhere in this Call Call-Off Contract; and are supplied in accordance with the provisions of this Call Call-Off Contract (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Call-Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a8.1.3(a) to 7.1.3(e8.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Call-Off Contract; subject to Clause 22.1 21 (Variation Procedure), obtain, and maintain throughout the duration of this Call Call-Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any products or services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); and ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Part B of Call-Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Call-Off Contract) or otherwise used by the Supplier in connection with this Call Call-Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Call-Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Call-Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Call-Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Call-Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges 7.1 If the Contract is for, or includes Services to be performed by the Provider, the Provider undertakes, represents and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure warrants to Crest Xxxxxxxxx that the Services: comply : (a) will be performed with reasonable skill, care and diligence, in a timely manner and in accordance with good industry practice; (b) are in accordance with all respects applicable laws and regulations; (c) are in accordance with the description of the Services in Call Off Schedule 2 ( Servicesany instructions notified to it by Crest Xxxxxxxxx from time to time; and (d) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) Agreement. 7.2 The Provider will, and the Tender. The Supplier shall perform will procure that its obligations under this Call Off Contract nominated suppliers, employ or engage an adequate number of suitably qualified, skilled and experienced individuals in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices order to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide deliver the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure)Agreement. Time of performance of the Services will be of the essence. 7.3 Upon request by Crest Xxxxxxxxx, obtainthe Provider will sign a collateral warranty in favour of any person acquiring an interest in the Goods or Services that have been designed by the Provider. Such warranty will be in a form reasonably required by Crest Xxxxxxxxx. Where such warranties have not been provided by the Provider within 14 days of receipt of the necessary engrossment or engrossments, and maintain throughout the duration Crest Xxxxxxxxx may, notwithstanding any other provisions of this Call Off ContractAgreement, all withhold any payment due and/or payable under this Agreement until such time as the consentswarranties have been satisfactorily executed and delivered to Crest Xxxxxxxxx. 7.4 If the Provider has failed to perform the Services, approvals, licences and permissions Crest Xxxxxxxxx will be entitled (statutory, regulatory contractual without prejudice to any other rights or otherwise) remedies it may have) at its discretion to require and which are necessary for the provision Provider to: (a) remedy such breach by re-executing the Services in accordance with the Agreement within seven (7) days; or (b) request that the Provider repay or credit Crest Xxxxxxxxx that part of the Agreed Prices paid by Crest Xxxxxxxxx in relation to the relevant part of the Services; ensure that any services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).