Common use of The Services Clause in Contracts

The Services. 2.1 This Contract governs the overall relationship of the SERVICE PROVIDER and the CLIENT with respect to the provision of the Ordered Services. The CLIENT has ordered the Ordered Services and the SERVICE PROVIDER shall provide those Ordered Services in accordance with the provisions of this Contract. 2.2 The SERVICE PROVIDER shall perform the Ordered Services to the reasonable satisfaction of the CLIENT‟s Representative. 2.2.1 The SERVICE PROVIDER shall notify the CLIENT as soon as it becomes aware of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the performance of the Ordered Services or any part thereof and the SERVICE PROVIDER shall take all necessary steps consistent with good practice to minimise the delay to the CLIENT. 2.3 In the event that the SERVICE PROVIDER fails due to its Default to fulfil an obligation by the date specified in the Contract for such fulfilment, the SERVICE PROVIDER shall, at the request of the CLIENT and without prejudice to the CLIENT's other rights and remedies, arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CLIENT. 2.4 In the event that any obligation of the SERVICE PROVIDER specified in the Contract is delayed as a result of a Default by the CLIENT, then : 2.4.1 the date associated with the relevant obligation(s) as specified in the Contract (and the dates similarly associated with any subsequent obligations specified in the Contract) shall be amended by a period of time equal to the period of such CLIENT Default (or such other period as the parties agree in writing); and 2.4.2 both parties shall use all reasonable endeavours to mitigate the impact of such delay and to recover any resultant delay to the performance of the Ordered Services. 2.5 The SERVICE PROVIDER shall not place or cause to be placed any orders with third parties (including Barristers) or otherwise incur liabilities in the name of the CLIENT without the prior written consent of the CLIENT‟s Representative 2.6 The CLIENT reserves the right to invite competitive quotations and/or place orders elsewhere for other or complementing services during the term of the Contract. The SERVICE PROVIDER shall cooperate to the fullest extent possible with any other contractors appointed to provide such other or complementing services. 2.7 Nothing in the Contract shall have the effect of making the SERVICE PROVIDER or any of its employees or agents the employee of the CLIENT. 2.8 The Contract shall not constitute the parties as partners of each other. 2.9 The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course of the Contract to the CLIENT‟s Representative. Such issues shall include, without limitation, State Aids, employment by or transfer of employees to or from the client. The SERVICE PROVIDER shall not charge for advice given in these areas unless, having referred them to the CLIENT, the CLIENT has expressly requested that the SERVICE PROVIDER carry out such work.

The Services. 2.1 2.1. This Contract governs shall govern the overall relationship of the SERVICE PROVIDER Supplier and the CLIENT Client with respect to the provision of the Ordered Services. 2.2. The CLIENT has ordered Supplier shall provide the Ordered Services and the SERVICE PROVIDER shall provide those Ordered Services meet its responsibilities and obligations hereunder in accordance with the provisions of this ContractSchedule 2 (Ordered Services) and Schedule 3 (Specific Obligations). 2.2 The SERVICE PROVIDER 2.3. Notwithstanding clause 2.1, the Supplier shall perform the Ordered Services to the reasonable agreed satisfaction of the CLIENT‟s Client’s Representative. 2.2.1 2.4. The SERVICE PROVIDER Supplier shall notify the CLIENT Client as soon as it becomes aware of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the performance of the any Ordered Services or any part thereof and the SERVICE PROVIDER Supplier shall take all necessary steps consistent with good practice to obviate and/or minimise the delay to the CLIENTClient. 2.3 2.5. In the event that the SERVICE PROVIDER Supplier fails due to its Default to fulfil fulfill an obligation by the date specified in the Contract any Purchase Order for such fulfilmentfulfillment, the SERVICE PROVIDER Supplier shall, at the request of the CLIENT Client and without prejudice to the CLIENT's Client’s other rights and remedies, arrange all such additional resources as are necessary to fulfil either obviate the delay or to fulfill the said obligation as early as practicable thereafter thereafter, at no additional charge to the CLIENTClient. 2.4 2.6. In the event that any obligation of the SERVICE PROVIDER Supplier specified in the Contract is delayed as a result of a Default by the CLIENTClient, then : 2.4.1 the a) The date associated with the relevant obligation(s) as specified in the Contract Purchase Order (and the dates similarly associated with any subsequent obligations specified in the ContractPurchase Order) shall be amended by a period of time equal to the period of such CLIENT Client Default (or such other period as the parties agree in writing); and 2.4.2 both b) Both parties shall use all reasonable endeavours endeavors to obviate and/or mitigate the impact of such delay and to recover any resultant delay to the performance of the Ordered Services. 2.5 The SERVICE PROVIDER shall not place or cause to be placed any orders with third parties (including Barristers) or otherwise incur liabilities in the name of the CLIENT without the prior written consent of the CLIENT‟s Representative 2.6 The CLIENT reserves the right to invite competitive quotations and/or place orders elsewhere for other or complementing services during the term of the Contract2.7. The SERVICE PROVIDER shall cooperate to the fullest extent possible with any other contractors appointed to provide such other or complementing services. 2.7 Nothing in the Contract this document, or any Purchase Order, shall have the effect of making the SERVICE PROVIDER Supplier or any of its the Supplier’s other employees or agents agents, the employee of the CLIENTClient. 2.8 The Contract 2.8. Nothing in this document or any Purchase Order shall not constitute the parties as partners of each other. 2.9 The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course of the Contract to the CLIENT‟s Representative. Such issues shall include, without limitation, State Aids, employment by or transfer of employees to or from the client. The SERVICE PROVIDER shall not charge for advice given in these areas unless, having referred them to the CLIENT, the CLIENT has expressly requested that the SERVICE PROVIDER carry out such work.

The Services. 2.1 This Contract governs PRINCIPAL OBLIGATIONS Standard of Performance and Continuous Improvement The Contractor will at all times ensure that the Services at each School comply with and meet all the requirements of this Agreement, the Services Output Specification, the Service Delivery Proposals, Good Industry Practice, Guidance and all applicable Authorities’ Policies and Legislation with effect from the relevant Services Availability Date for that School. The Contractor shall ensure, and shall procure that any Contractor Related Party shall ensure, that the Services are carried out in compliance with the Equality Requirements and in accordance with any relevant Permit to Work. The Contractor will at all times ensure that the Services are performed by appropriately qualified and trained personnel. All targets set in the Continuous Improvement Plan will be assessed. Continuous Improvement Targets should be set [for year-on-year improvement] unless subsequently otherwise agreed by the Authority. The Contractor shall demonstrate how value for money to the Authority will be achieved and developed against the Continuous Improvement Plan (as revised from time to time) having due regard to best practice, knowledge and experience, with the aim of improving delivery of the Services, the overall relationship cost of the SERVICE PROVIDER Project (including sharing of Lifecycle Surplus) and the CLIENT cost to the Authority and/or the School Entity of providing Soft Services and utilities. CONDITION OF THE SCHOOLS Maintenance The Contractor shall ensure on a continuing basis that at all times its maintenance and operating procedures set out in the Service Delivery Proposals are and remain sufficient to ensure that: the Schools are Available as required by this Agreement and the Authority's Requirements; subject to any relaxation in standards agreed in accordance with respect clause 47.9, the Schools are kept in good structural and decorative order (subject to fair wear and tear) in accordance with this Agreement, the Authority's Requirements and the Service Delivery Proposals; it can maintain the design intention of the Schools to achieve their full working life as set out in paragraphs 1.4.4.6 to 1.4.4.7 of the Facilities Output Specification and paragraphs 2.7.33 to 2.7.36 of the Services Output Specification for the duration of the Contract Period; the Contractor can deliver the Services in accordance with this Agreement and the Services Output Specification; and subject to any relaxation in standards agreed in accordance with clause 47.9, the Schools are handed back to the Authority on the Expiry Date in a condition complying with the Handback Requirements. Surveys If the Authority reasonably believes that the Contractor is in breach of its obligations under clause 23.1 (Maintenance) then it may carry out or procure the carrying out of a survey of the Schools to assess whether the Schools have been and are being maintained by the Contractor in accordance with its obligations under clause 23.1 (Maintenance). This right may not be exercised more than once every two (2) years. The Authority shall notify the Contractor in writing a minimum of ten (10) Business Days in advance of the date it wishes to carry out the survey. The Authority shall consider in good faith any reasonable request by the Contractor for the survey to be carried out on a different date if such request is made at least five (5) Business Days prior to the notified date and the Contractor (acting reasonably) is able to demonstrate that carrying out the survey on the notified date would materially prejudice the Contractor's ability to provide the Services. When carrying out any survey, the Authority shall use reasonable endeavours to minimise any disruption caused to the provision of the Ordered ServicesServices by the Contractor. The CLIENT cost of the survey, except where clause 23.2.4 (Surveys) applies, shall be borne by the Authority. The Contractor shall give the Authority (free of charge) any reasonable assistance required by the Authority from time to time during the carrying out of any survey. If a survey shows that the Contractor has ordered not complied or is not complying with its obligations under clause 23.1 (Maintenance), the Ordered Services Authority shall: notify the Contractor of the standard that the condition of the Sites should be in to comply with its obligations under clause 23.1 (Maintenance) and this Agreement generally; specify a reasonable period within which the Contractor must carry out such rectification and/or maintenance work; and be entitled to be reimbursed by the Contractor for the cost of the survey and any administrative costs incurred by the Authority in relation to the survey [other than where the costs of the rectification and/or maintenance work are less than the costs of the survey in which case the cost of the survey shall be shared equally between the Authority and the SERVICE PROVIDER Contractor].134 The Contractor shall provide those Ordered Services carry out such rectification and/or maintenance work within the period specified by the Authority and any costs it incurs in carrying out such rectification and/or maintenance work shall be at its own expense. In the event of any failure by the Contractor to comply with clause 23.2.5 or if the Authority is or becomes aware of a breach by the Contractor of its obligations under clause 23.2.5 then the Authority shall be entitled to exercise its right of access and remedy such breach in accordance with the provisions of this Contract. 2.2 The SERVICE PROVIDER shall perform the Ordered Services to the reasonable satisfaction of the CLIENT‟s Representative. 2.2.1 The SERVICE PROVIDER shall notify the CLIENT as soon as it becomes aware of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the performance of the Ordered Services or any part thereof Good Industry Practice and the SERVICE PROVIDER shall take all necessary steps consistent with good practice to minimise the delay to the CLIENT. 2.3 In the event that the SERVICE PROVIDER fails due to its Default to fulfil an obligation by the date specified in the Contract for such fulfilment, the SERVICE PROVIDER shall, at the request of the CLIENT and without prejudice to the CLIENT's other rights and remedies, arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CLIENT. 2.4 In the event that any obligation of the SERVICE PROVIDER specified in the Contract is delayed as a result of a Default by the CLIENT, then : 2.4.1 the date associated with the relevant obligation(s) as specified in the Contract (and the dates similarly associated with any subsequent obligations specified in the Contract) shall be amended by a period of time equal to the period of such CLIENT Default (or such other period as the parties agree in writing); and 2.4.2 both parties shall use all reasonable endeavours to mitigate the impact of such delay and entitled to recover any resultant delay to the performance of the Ordered Services. 2.5 The SERVICE PROVIDER shall not place costs or cause to be placed any orders with third parties (including Barristers) or otherwise incur liabilities expenses incurred in the name of the CLIENT without the prior written consent of the CLIENT‟s Representative 2.6 The CLIENT reserves the right to invite competitive quotations and/or place orders elsewhere for other or complementing services during the term of the Contract. The SERVICE PROVIDER shall cooperate to the fullest extent possible with any other contractors appointed to provide such other or complementing services. 2.7 Nothing in the Contract shall have the effect of making the SERVICE PROVIDER or any of its employees or agents the employee of the CLIENT. 2.8 The Contract shall not constitute the parties as partners of each other. 2.9 The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course of the Contract to the CLIENT‟s Representative. Such issues shall include, without limitation, State Aids, employment by or transfer of employees to or so doing from the client. The SERVICE PROVIDER shall not charge for advice given in these areas unless, having referred them to the CLIENT, the CLIENT has expressly requested that the SERVICE PROVIDER carry out such workContractor as a debt.

The Services. 2.1 This Contract governs 3.1 The Council hereby engages the overall relationship of Provider to provide the SERVICE PROVIDER and the CLIENT with respect to the provision of the Ordered Services. The CLIENT has ordered the Ordered Services and the SERVICE PROVIDER shall Provider agrees to provide those Ordered such Services in accordance with the provisions of terms and conditions set out in this ContractAgreement. 2.2 3.2 The SERVICE PROVIDER Provider warrants that the Services will in all respects comply with this Agreement and that the Provider shall perform the Ordered Services exercise all due skill, care and diligence as would be expected of an experienced Provider undertaking work of similar size, scope and complexity to the reasonable Services. 3.3 The Provider shall employ a sufficient number of suitably skilled, experienced and competent qualified persons to provide the Services in accordance with the EYFS Statutory Framework within the timescales required under this Agreement and, as evidence of that, shall obtain for each of such persons who works directly with children or who is likely to have unsupervised access to them an enhanced DBS check, or other such check required by the Council, acting reasonably and shall keep sufficient records to demonstrate to the satisfaction of the CLIENT‟s RepresentativeCouncil that such checks have been undertaken. 2.2.1 3.4 The SERVICE PROVIDER Provider shall notify liaise with the CLIENT Authorised Officer and shall comply with the reasonable request of the Authorised Officer in connection with the Services and shall use his best endeavours to promote the interests of the Council in connection with the Services and shall keep the Authorised Officer fully informed of all changes to the Provider’s relevant circumstances during the period of this Agreement. 3.5 A senior member of the Provider's staff must be nominated promptly by the Provider to act as the Provider's representative to liaise with the Authorised Officer as required in connection with the Services and to attend any officer and other meetings to be convened within the Kirklees District in respect of which the Provider has received prior notification whether under Clause 5 or otherwise. 3.6 The Provider must remain registered on the Early Years Register maintained by Ofsted for the duration of this Agreement and must comply with the statutory requirements of the Statutory Framework for the Early Years Foundation Stage, as may be amended. 3.7 Except as otherwise expressly specified in any Schedule to this Agreement:- 3.7.1 the Provider shall communicate to the parents and ensure the parents understand details about the days and times that they offer free places along with their Services and Charges and any admissions criteria; 3.7.2 the Provider shall provide everything necessary for the proper performance of the Services; 3.7.3 all consents, permissions and Eligibility Codes necessary in connection with the Services shall be the responsibility of the Provider. 3.7.4 the Provider shall check original copies of documentation to ensure that the Core Details of the Child are correct and that the Child has reached eligible age on initial registration for all FEEC; 3.7.5 the Provider shall enter into a Parent Agreement with the parent of each Child to whom it provides Services prior to commencement of the first school term and shall inform the Council as soon as it becomes aware practicable of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the performance any withdrawal of the Ordered Services or any part thereof and the SERVICE PROVIDER shall take all necessary steps consistent with good practice to minimise the delay prior to the CLIENTHeadcount Day under the Parent Agreement. 2.3 In 3.7.6 the event that Provider shall inform the SERVICE PROVIDER fails due to its Default to fulfil an obligation by the date specified in the Contract for such fulfilment, the SERVICE PROVIDER shall, at the request Council as soon as practicable of the CLIENT and without prejudice any amendments to the CLIENT's other rights and remedies, arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CLIENT. 2.4 In the event that any obligation of the SERVICE PROVIDER specified in the Contract is delayed as a result of a Default by the CLIENT, then : 2.4.1 the date associated with the relevant obligation(s) as specified in the Contract (and the dates similarly associated with any subsequent obligations specified in the Contract) shall be amended by a period of time equal to the period of such CLIENT Default (or such other period as the parties agree in writing); and 2.4.2 both parties shall use all reasonable endeavours to mitigate the impact of such delay and to recover any resultant delay to the performance of the Ordered Services. 2.5 The SERVICE PROVIDER shall not place or cause to be placed any orders with third parties (including Barristers) or otherwise incur liabilities in the name of the CLIENT without the prior written consent of the CLIENT‟s Representative 2.6 The CLIENT reserves the right to invite competitive quotations and/or place orders elsewhere for other or complementing services Parent Agreement during the term of the Contract. The SERVICE PROVIDER shall cooperate to the fullest extent possible with any other contractors appointed to provide such other or complementing servicesthis Agreement. 2.7 Nothing 3.7.7 the Provider shall co-operate with other Providers and provide reasonable information, advice and assistance in connection with the Contract Services in order to promote partnership working across all sectors and offer flexible provision alongside other Providers. 3.8 The Authorised Officer shall have be entitled (but not unreasonably or vexatiously) to require the effect Provider forthwith upon issue of making notice in writing (or upon expiry of 7 days’ notice in writing where it is practicable to give 7 days’ notice) to remove from the SERVICE PROVIDER or any of its employees or agents the employee provision of the CLIENT. 2.8 The Contract shall Services any personnel specified in such notice if the Authorised Officer has reasonable grounds for believing that such person’s conduct or ability is not constitute of a sufficient standard for the parties as partners of each other. 2.9 The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course proper provision of the Contract to Services and the CLIENT‟s Representative. Such issues Provider shall include, without limitation, State Aids, employment by or transfer of employees to or forthwith remove such person from the clientprovision of the Services and immediately provide a replacement unless the Council determines, in writing, otherwise. The SERVICE PROVIDER shall For the avoidance of doubt this clause does not charge for advice given in these areas unless, having referred them require such personnel to be dismissed from the CLIENT, the CLIENT has expressly requested that the SERVICE PROVIDER carry out such workProvider’s employment.

The Services. 2.1 This The SERVICE PROVIDER shall supply the Services during the Contract governs Period in accordance with the overall relationship CLIENT’S requirements as set out in the Contract in consideration for the payment of the Contact Price. The CLIENT may inspect and examine the manner in which the SERVICE PROVIDER and supplies the Services at the Premises during normal business hours on reasonable notice. If the CLIENT informs the SERVICE PROVIDER in writing that the CLIENT reasonably believes that any part of the Services does not meet the requirements of the Contract or differs in any way from those requirements, and this is other than as a result of a Default on the part of the CLIENT, the SERVICE PROVIDER shall at its own expense re-schedule and carry out the Services in accordance with respect the requirements of the Contract within such reasonable time as may be specified by the CLIENT. Subject to the CLIENT providing Approval in accordance with Clause 12.2 (Provision and Removal of Equipment), timely supply of the Services shall be of the essence of the Contract, including in relation to commencing the provision of the Ordered ServicesServices within the time agreed or on a specified date and performing any Milestones by the relevant Milestones Date. The CLIENT has ordered Unless otherwise stated in the Ordered Services and Order Form, the SERVICE PROVIDER shall provide those Ordered Services all the Equipment necessary for the supply of the Services. The SERVICE PROVIDER shall not deliver any Equipment to the Premises without obtaining the CLIENT’S prior Approval. All Equipment brought onto the Premises shall be at the SERVICE PROVIDER’S own risk and the CLIENT shall have no liability for any loss of or damage to any Equipment unless the SERVICE PROVIDER is able to demonstrate that such loss or damage was caused or contributed to by the CLIENT’S Default. The SERVICE PROVIDER shall provide for the carriage thereof to the Premises and the removal of Equipment when no longer required at its sole cost. Unless otherwise agreed, Equipment brought onto the Premises will remain the property of the SERVICE PROVIDER. The SERVICE PROVIDER shall maintain all items of Equipment within the Premises in a safe, serviceable and clean condition. The SERVICE PROVIDER shall, at the CLIENT’S written request, at its own expense and as soon as reasonably practicable:- remove from the Premises any Equipment which in the reasonable opinion of the CLIENT is either hazardous, noxious or not in accordance with the provisions Contract; and replace such item with a suitable substitute item of this Contract. 2.2 Equipment. On completion of the Services, the SERVICE PROVIDER shall remove the Equipment together with any other materials used by the SERVICE PROVIDER to supply the Services and shall leave the Premises in a clean, safe and tidy condition. The SERVICE PROVIDER is solely responsible for making good any damage to the Premises or any objects contained thereon, other than fair wear and tear, which is caused by the SERVICE PROVIDER or any Staff. The SERVICE PROVIDER shall at all times comply with the Quality Standards, and where applicable shall maintain accreditation with the relevant Quality Standards authorisation body. To the extent that the standard of Services has not been specified in the Contract, the SERVICE PROVIDER shall agree the relevant standard of the Services with the CLIENT prior to the supply of the Services and in any event, the SERVICE PROVIDER shall perform its obligations under the Contract in accordance with the Law and Good Industry Practice. The SERVICE PROVIDER shall ensure that all Staff supplying the Services shall do so with all due skill, care and diligence and shall possess such qualifications, skills and experience as are necessary for the proper supply of the Services. The SERVICE PROVIDER shall and shall ensure that the Staff shall at all times during the Contract Period:- faithfully and diligently perform those duties and exercise such powers consistent with them as are from time to time necessary in connection with the provision of the Services; and obey all lawful instructions and reasonable directions of the CLIENT and perform the Ordered Services to the reasonable satisfaction of the CLIENT‟s Representative. 2.2.1 CLIENT. The CLIENT and the SERVICE PROVIDER agree that the commencement of the provision of the Services by the SERVICE PROVIDER under this contract will not be a "relevant transfer" to which TUPE will apply in relation to any employees of the CLIENT. In the circumstances, the CLIENT and the SERVICE PROVIDER agree that no employees of the CLIENT will transfer to the SERVICE PROVIDER by virtue of the operation of TUPE or the Acquired Rights Directive. If any employee of the CLIENT claims or it is determined that his contract of employment has been transferred from the CLIENT to the SERVICE PROVIDER pursuant to TUPE or the Acquired Rights Directive then: The SERVICE PROVIDER will, within 7 (seven) days of becoming aware of that fact, give notice in writing to the CLIENT. The CLIENT may offer employment to such person within 21 (twenty one) days of the notification by the SERVICE PROVIDER or take such other steps as it considers appropriate to deal with the matter. If such offer is accepted (or if the situation has otherwise been resolved by the CLIENT), the SERVICE PROVIDER shall immediately release the person from his employment. If after the 21 day period has elapsed, no such offer of employment has been made or such offer has been made but not accepted, or the situation has not otherwise been resolved, the SERVICE PROVIDER may within 7 (seven) days give notice to terminate the employment of such person. Subject to Clause 14.3 and subject to the SERVICE PROVIDER acting in this way or in such other way as may be agreed between the CLIENT and the SERVICE PROVIDER, the CLIENT will indemnify the SERVICE PROVIDER against all Employee Liabilities arising out of such termination. If such person is neither re‑employed by the CLIENT nor dismissed by the SERVICE PROVIDER within the time scales set out in Clause 14.2 such person will be treated as having transferred to the SERVICE PROVIDER by virtue of the operation of TUPE and the SERVICE PROVIDER shall comply with such obligations as may be imposed upon it under TUPE or otherwise by Law. The indemnity in Clause 14.2.5 shall only apply where the notification referred to in Clause 14.2.1 is made by the SERVICE PROVIDER to the CLIENT within 6 calendar months of the Service Commencement Date. The Parties have agreed to the appointment of the Key Personnel. The SERVICE PROVIDER shall notify and shall procure that any Sub-Contractor shall obtain the prior written consent of the CLIENT before removing or replacing any Key Personnel during the Contract Period, and written notice must be provided by the SERVICE PROVIDER of its intention to replace Key Personnel within a minimum of three (3) Working Days of the SERVICE PROVIDER becoming aware that the Key Personnel will be unable to continue to contribute to the provision of the Services (for any reason whatsoever). The CLIENT shall not unreasonably delay or withhold its consent to the appointment of a replacement for any relevant Key Personnel by the SERVICE PROVIDER or sub-contractor. The CLIENT may interview the candidates for Key Personnel positions before they are appointed. The SERVICE PROVIDER acknowledges that the Key Personnel are essential to the proper provision of the Services to the CLIENT. Unless otherwise agreed in writing between the Parties, the SERVICE PROVIDER shall ensure that the role of any Key Personnel is not vacant for any longer than three (3) Working Days and that any replacement for any Key Personnel shall be as soon or more qualified and experienced as it becomes aware the previous incumbent and fully competent to carry out the tasks previously assigned to the Key Personnel. The SERVICE PROVIDER shall ensure that each of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the Key Personnel shall work for such a period of time in the performance of the Ordered Services or any part thereof that is commensurate with and sufficient to perform the obligation of that person's role unless the CLIENT otherwise gives its prior Approval. To the extent that it can do so without disregarding its statutory obligations, the SERVICE PROVIDER shall take all necessary reasonable steps consistent with good practice to minimise ensure that it retains the delay to services of all the CLIENT. 2.3 In Key Personnel. The CLIENT may identify any of the event that Staff as Key Personnel, who will then be included on the list of Key Personnel by the SERVICE PROVIDER. The CLIENT may also require the SERVICE PROVIDER fails due to its Default to fulfil an obligation by the date specified in the Contract for such fulfilment, the SERVICE PROVIDER shall, at the request of remove any Key Personnel that the CLIENT and without prejudice to the CLIENT's other rights and remedies, arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CLIENT. 2.4 In the event that considers in any obligation of the SERVICE PROVIDER specified in the Contract is delayed as a result of a Default by the CLIENT, then : 2.4.1 the date associated with the relevant obligation(s) as specified in the Contract (and the dates similarly associated with any subsequent obligations specified in the Contract) shall be amended by a period of time equal to the period of such respect unsatisfactory. The CLIENT Default (or such other period as the parties agree in writing); and 2.4.2 both parties shall use all reasonable endeavours to mitigate the impact of such delay and to recover any resultant delay to the performance of the Ordered Services. 2.5 The SERVICE PROVIDER shall not place or cause to be placed liable for the cost of replacing any orders with third parties (including Barristers) or otherwise incur liabilities in the name of the CLIENT without the prior written consent of the CLIENT‟s Representative 2.6 The CLIENT reserves the right to invite competitive quotations and/or place orders elsewhere for other or complementing services during the term of the ContractKey Personnel. The SERVICE PROVIDER shall cooperate use its best endeavours to ensure that the fullest extent possible with any other contractors appointed Key Personnel are contactable during Working Hours. Subject to provide such other or complementing services. 2.7 Nothing in the Contract shall have the effect of making Clause 15.9, the SERVICE PROVIDER shall provide the CLIENT with a replacement to cover any periods of planned or unplanned absence of the Key Personnel. If any of its employees the Key Personnel shall be prevented by illness or agents injury from performing the employee of Services, the CLIENT. 2.8 The Contract shall not constitute the parties as partners of each other. 2.9 The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during report the course of the Contract fact to the CLIENT‟s RepresentativeCLIENT in accordance with the CLIENT'S policy in relation to such absence as notified to the SERVICE PROVIDER by the CLIENT from time to time and, in the case of an absence of uncertain duration, shall keep the CLIENT informed of its expected duration. Such issues shall includeUnless otherwise agreed in writing between the Parties, without limitationif the absence through illness or injury continues for more than [five (5) consecutive days], State Aids, employment by or transfer of employees to or from the client. The SERVICE PROVIDER shall provide the CLIENT with a replacement for the period of absence. The Parties agree that any costs of a change in Key Personnel under Clause 15 and any costs related to or associated with such a change of Key Personnel (including, but not charge for advice given in these areas unless, having referred them to the CLIENTlimited to, the costs of any handover) will be agreed in writing by the CLIENT has expressly requested that and borne in full by the SERVICE PROVIDER. The costs referred to in this Clause shall be paid by the SERVICE PROVIDER carry out such workto the CLIENT on demand.]

The Services. 2.1 This Contract governs 3.1 The Council hereby engages the overall relationship of Provider to provide the SERVICE PROVIDER and the CLIENT with respect to the provision of the Ordered Services. The CLIENT has ordered the Ordered Services and the SERVICE PROVIDER shall Provider agrees to provide those Ordered such Services in accordance with the provisions of terms and conditions set out in this ContractAgreement. 2.2 3.2 The SERVICE PROVIDER Provider warrants that the Services will in all respects comply with this Agreement and that the Provider shall perform the Ordered Services exercise all due skill, care and diligence as would be expected of an experienced Provider undertaking work of similar size, scope and complexity to the reasonable Services. 3.3 The Provider shall employ a sufficient number of suitably skilled, experienced and competent qualified persons to provide the Services in accordance with the EYFS Statutory Framework within the timescales required under this Agreement and, as evidence of that, shall obtain for each of such persons who works directly with children or who is likely to have unsupervised access to them an enhanced DBS check, or other such check required by the Council, acting reasonably and shall keep sufficient records to demonstrate to the satisfaction of the CLIENT‟s RepresentativeCouncil that such checks have been undertaken. 2.2.1 3.4 The SERVICE PROVIDER Provider shall notify liaise with the CLIENT Authorised Officer and shall comply with the reasonable request of the Authorised Officer in connection with the Services and shall use his best endeavours to promote the interests of the Council in connection with the Services and shall keep the Authorised Officer fully informed of all changes to the Provider’s relevant circumstances during the period of this Agreement. 3.5 A senior member of the Provider's staff must be nominated promptly by the Provider to act as the Provider's representative to liaise with the Authorised Officer as required in connection with the Services and to attend any officer and other meetings to be convened within the Kirklees District in respect of which the Provider has received prior notification whether under Clause 5 or otherwise. 3.6 The Provider must remain registered on the Early Years Register maintained by Ofsted for the duration of this Agreement and must comply with the statutory requirements of the Statutory Framework for the Early Years Foundation Stage, as may be amended. 3.7 Except as otherwise expressly specified in any Schedule to this Agreement:- 3.7.1 the Provider shall communicate to the parents and ensure the parents understand details about the days and times that they offer free places along with their Services and Charges and any admissions criteria. 3.7.2 the Provider shall provide everything necessary for the proper performance of the Services; 3.7.3 all consents, permissions and Eligibility Codes necessary in connection with the Services shall be the responsibility of the Provider. 3.7.4 the Provider shall check original copies of documentation to ensure that the Core Details of the Child are correct, and that the Child has reached eligible age on initial registration for all FEEC; 3.7.5 the Provider shall enter into a Parent Agreement with the parent of each Child to whom it provides Services prior to commencement of the first school term and shall inform the Council as soon as it becomes aware practicable of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the performance any withdrawal of the Ordered Services or any part thereof and the SERVICE PROVIDER shall take all necessary steps consistent with good practice to minimise the delay prior to the CLIENTHeadcount Day under the Parent Agreement. 2.3 In 3.7.6 the event that Provider shall inform the SERVICE PROVIDER fails due to its Default to fulfil an obligation by the date specified in the Contract for such fulfilment, the SERVICE PROVIDER shall, at the request Council as soon as practicable of the CLIENT and without prejudice any amendments to the CLIENT's other rights and remedies, arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CLIENT. 2.4 In the event that any obligation of the SERVICE PROVIDER specified in the Contract is delayed as a result of a Default by the CLIENT, then : 2.4.1 the date associated with the relevant obligation(s) as specified in the Contract (and the dates similarly associated with any subsequent obligations specified in the Contract) shall be amended by a period of time equal to the period of such CLIENT Default (or such other period as the parties agree in writing); and 2.4.2 both parties shall use all reasonable endeavours to mitigate the impact of such delay and to recover any resultant delay to the performance of the Ordered Services. 2.5 The SERVICE PROVIDER shall not place or cause to be placed any orders with third parties (including Barristers) or otherwise incur liabilities in the name of the CLIENT without the prior written consent of the CLIENT‟s Representative 2.6 The CLIENT reserves the right to invite competitive quotations and/or place orders elsewhere for other or complementing services Parent Agreement during the term of the Contract. The SERVICE PROVIDER shall cooperate to the fullest extent possible with any other contractors appointed to provide such other or complementing servicesthis Agreement. 2.7 Nothing 3.7.7 the Provider shall co-operate with other Providers and provide reasonable information, advice and assistance in connection with the Contract Services in order to promote partnership working across all sectors and offer flexible provision alongside other Providers. 3.8 The Authorised Officer shall have be entitled (but not unreasonably or vexatiously) to require the effect Provider forthwith upon issue of making notice in writing (or upon expiry of 7 days’ notice in writing where it is practicable to give 7 days’ notice) to remove from the SERVICE PROVIDER or any of its employees or agents the employee provision of the CLIENT. 2.8 The Contract shall Services any personnel specified in such notice if the Authorised Officer has reasonable grounds for believing that such person’s conduct or ability is not constitute of a sufficient standard for the parties as partners of each other. 2.9 The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course proper provision of the Contract to Services and the CLIENT‟s Representative. Such issues Provider shall include, without limitation, State Aids, employment by or transfer of employees to or forthwith remove such person from the clientprovision of the Services and immediately provide a replacement unless the Council determines, in writing, otherwise. The SERVICE PROVIDER shall For the avoidance of doubt this clause does not charge for advice given in these areas unless, having referred them require such personnel to be dismissed from the CLIENT, the CLIENT has expressly requested that the SERVICE PROVIDER carry out such workProvider’s employment.

The Services. 2.1 This 11.1 During the Contract governs Period, the overall relationship Service Provider warrants that: 11.1.1. it shall render the Services to Transnet in a professional and proficient manner and in accordance with industry best practice; and 11.1.2. it shall render the Services to Transnet as a minimum in accordance with the Required Service Levels, without limiting the provisions of clause 11.1.1; 11.1.3. it possesses or has access to the requisite suitably-trained Personnel, knowledge, skill, experience and expertise to render the Services; and 11.1.4. it will discharge its obligations under this Agreement with due skill, care and diligence; 11.1.5. as at the Commencement Date and the Signature Date it has, and shall continue to maintain throughout the Contract Period, sufficient financial resources to comply with the requirements of this Agreement. If the Service Provider experiences a change in its financial condition that may materially adversely affect its ability to perform in terms of this Agreement, then it shall immediately notify Transnet of such change in writing. In such event, Transnet reserves the right to terminate this Agreement in terms of the SERVICE PROVIDER provisions of clause 8.1.5; and 11.1.6. as at the Commencement Date and the CLIENT with respect Signature Date there is no pending or anticipated claim, suit, or proceeding that involves the Service Provider or any of its affiliates that might materially adversely affect the Service Provider’s ability to perform its obligations under this Agreement. The Service Provider undertakes to notify Transnet as soon as is reasonably practicable in the circumstances if any legal proceedings are instituted against the Service Provider in relation to the provision rendering of the Ordered Services or the conclusion of this Agreement, and shall send a written notice of such proceedings together with relevant documentation (including correspondence, pleadings, interlocutory applications and any affidavits) to Transnet within 72 (seventy-two) hours of receipt thereof. 11.2 The Service Provider shall: 11.2.1. be responsible for the management of the maintenance of the Owned Fleet (“Managed Maintenance”); 11.2.2. undertake the leasing of FML Vehicles; 11.2.3. undertake the leasing of STR Vehicles; and 11.2.4. provide management services related to the Fleet specified in the remainder of this Agreement; as set out in this Agreement (collectively “Services”). 11.3 The Service Provider shall render the Services specifically in respect of the Allocated Regions. 11.4 In rendering the Services, the Service Provider shall seek to improve Transnet’s current processes in order to improve Service delivery to Transnet’s end user community including through: 11.4.1. The CLIENT has ordered leveraging off the Ordered Service Provider’s economies of scale; and 11.4.2. managing Service processes across the Transnet Group. 11.5 During the Contract Period, Transnet may from time to time require the Service Provider to render additional services that are ancillary to the Services and are within the SERVICE PROVIDER scope of this Agreement but which are not specifically provided for in ANNEXURE 2 or contemplated at the Signature Date (“Additional Related Service”). To the extent that the Strategic Steercom determines that an Additional Related Service is to be provided by the Service Provider to Transnet: 11.5.1. such Additional Related Service shall provide those Ordered Services be discussed and agreed at the Strategic Steercom; 11.5.2. a schedule setting out the scope, duration and commercial impact of such Additional Related Service (if any) shall be presented by the Service Provider to the Strategic Steercom (“Additional Related Service Schedule”); 11.5.3. the Strategic Steercom shall make a recommendation in this regard for approval by the Group Chief Supply Chain Officer of Transnet for his consideration. Based on the input of the Group Chief Supply Chain Officer of Transnet and potential negotiation between the Parties, the Parties shall amend the proposed Additional Related Service Schedule if required (“Amended Additional Related Service Schedule”); 11.5.4. the Additional Related Service Schedule or Amended Additional Related Service Schedule, as the case may be, shall become effective from the date of approval of such Additional Related Service Schedule or Amended Additional Related Service Schedule either by the Group Chief Supply Chain Officer of Transnet, or by the board of Transnet or its delegated authority in circumstances contemplated in clause 11.5.3; 11.5.5. to the extent that the commercial impact of such Additional Related Service Schedule or Amended Additional Related Service Schedule, as the case may be, contributes (together with all other Additional Related Service Schedules presented to date) to an aggregate additional amount that equals or exceeds 10% (ten percent) of the Contract Value determined as at the Commencement Date, such Additional Related Service Schedule shall be subject to the prior written approval of the board of directors of Transnet or any person or body to whom the board may have delegated such authority in order to be effective; and 11.5.6. this Agreement (and, in particular, the provisions of clause 11.5.5 and ANNEXURE 2) shall be amended in accordance with the provisions of this Contractthe Additional Related Service Schedule or the Amended Additional Related Service Schedule, as the case may be. 2.2 11.6 The SERVICE PROVIDER Service Provider shall perform the Ordered Services provide proposals in relation to proactive improvements to the reasonable satisfaction rendering of the CLIENT‟s RepresentativeServices and the processes related to the rendering of the Services (“Continuous Improvement”). 2.2.1 11.7 The SERVICE PROVIDER Strategic Steercom shall notify meet and agree on the CLIENT as soon as it becomes aware of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the performance Continuous Improvement deliverables of the Ordered Services or any Service Provider from time to time which Continuous Improvement deliverables shall constitute a KPI which forms part thereof and of the SERVICE PROVIDER shall take all necessary steps consistent with good practice to minimise the delay to the CLIENTStrategic SLA. 2.3 In the event that the SERVICE PROVIDER fails due 11.8 Continous Improvement shall be deemed to its Default to fulfil an obligation by the date specified in the Contract for such fulfilment, the SERVICE PROVIDER shall, at the request form part of the CLIENT scope of this Agreement and without prejudice to the CLIENT's other rights and remedies, arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CLIENT. 2.4 In the event that any obligation shall constitute part of the SERVICE PROVIDER specified in the Contract is delayed as a result of a Default by the CLIENT, then : 2.4.1 the date associated with the relevant obligation(s) as specified in the Contract (Services and the dates similarly associated with any subsequent obligations specified in the Contract) shall be amended by a period of time equal to the period of such CLIENT Default (or such other period as the parties agree in writing); and 2.4.2 both parties shall use all reasonable endeavours to mitigate the impact of such delay and to recover any resultant delay to the performance of the Ordered Services. 2.5 The SERVICE PROVIDER shall not place or cause to be placed any orders with third parties (including Barristers) or otherwise incur liabilities in the name of the CLIENT without the prior written consent of the CLIENT‟s Representative 2.6 The CLIENT reserves the right to invite competitive quotations and/or place orders elsewhere for other or complementing services during the term of the Contract. The SERVICE PROVIDER shall cooperate to the fullest extent possible with any other contractors appointed to provide such other or complementing servicesan Additional Related Service. 2.7 Nothing in the Contract shall have the effect of making the SERVICE PROVIDER or any of its employees or agents the employee of the CLIENT. 2.8 The Contract shall not constitute the parties as partners of each other. 2.9 The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course of the Contract to the CLIENT‟s Representative. Such issues shall include, without limitation, State Aids, employment by or transfer of employees to or from the client. The SERVICE PROVIDER shall not charge for advice given in these areas unless, having referred them to the CLIENT, the CLIENT has expressly requested that the SERVICE PROVIDER carry out such work.

The Services. 2.1 This The Supplier shall deliver the Services with reasonable skill, care and diligence in accordance with the Contract governs the overall relationship and with Good Industry Practice. 2.2 Save as otherwise provided herein, no variation of the SERVICE PROVIDER Services as provided for in Condition 2.1 hereof shall be valid unless given or confirmed in the form of an order given by the Purchaser. All such orders shall be given in writing provided that if for any reason the Purchaser shall find it necessary to give any such order orally in the first instance the Supplier shall comply with such oral order which must be confirmed in writing by the Purchaser within 2 working days of the giving of such oral order by the Purchaser, failing which the variation made by such oral order shall cease to have effect on the expiry of the said 2 working day period. 2.3 Where any such variation of the Services made in accordance with Condition 2.1 and 2.2 has affected or may affect the costs incurred by the Supplier in providing the Services, the Supplier will notify the Purchaser in writing of the effect which it has had or may have on the said costs and such notification shall be considered by the CLIENT with Purchaser, who shall take all of the facts into account (including such information as may be provided by the Supplier in respect of the effect which such variation has had or may have on the costs incurred by the Supplier in providing the service) and may authorise such alteration to the provision of sums to be paid to the Ordered Services. The CLIENT has ordered the Ordered Services and the SERVICE PROVIDER shall provide those Ordered Services Supplier in accordance with the provisions of this Contract. 2.2 The SERVICE PROVIDER shall perform the Ordered Services to the reasonable satisfaction of the CLIENT‟s Representative. 2.2.1 The SERVICE PROVIDER shall notify the CLIENT Contract as soon as it becomes aware of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the performance of the Ordered Services or any part thereof and the SERVICE PROVIDER shall take all necessary steps consistent with good practice to minimise the delay to the CLIENT. 2.3 In the event that the SERVICE PROVIDER fails due to its Default to fulfil an obligation by the date specified are, in the Contract for such fulfilmentPurchaser’s opinion, appropriate and reasonable in the SERVICE PROVIDER shall, at the request of the CLIENT and without prejudice to the CLIENT's other rights and remedies, arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CLIENTcircumstances. 2.4 In The Supplier shall provide the event that any obligation Purchaser with such reports of its work on the SERVICE PROVIDER specified Services at such intervals in the Contract is delayed as a result of a Default by the CLIENT, then : 2.4.1 the date associated with the relevant obligation(s) as specified in the Contract (and the dates similarly associated with any subsequent obligations specified in the Contract) shall be amended by a period of time equal to the period of such CLIENT Default (or such other period form as the parties agree in writing); and 2.4.2 both parties shall use all reasonable endeavours Purchaser may from time to mitigate the impact of such delay and to recover any resultant delay to the performance of the Ordered Servicestime require. 2.5 The SERVICE PROVIDER Purchaser reserves the right by notice to the Supplier to modify the Purchaser’s requirements in relation to the Services and any alteration to the Contract fee or the completion date arising by reason of such modification shall not place or cause to be placed any orders agreed between the parties. Failing agreement the matter shall be determined by arbitration in accordance with third parties (including Barristers) or otherwise incur liabilities in the name provisions of the CLIENT without the prior written consent of the CLIENT‟s RepresentativeCondition 17. 2.6 The CLIENT reserves Supplier may be required to provide a Services Plan setting out how and when it will deliver the right Services. If it is so required: (a) The Purchaser shall be entitled to invite competitive quotations and/or place orders elsewhere for other or complementing services during respond to the term outline Services Plan and if it does it shall do so within 5 working days of the date of commencement of the Contract. (b) The Supplier shall produce a final Services Plan which is the same in all material respects as the outline Services Plan but developed in terms of detail as may be required and having regard to any response the Purchaser makes to the outline Services Plan and deliver same to the Purchaser within 10 working days of the date of commencement of the Contract. (c) The Supplier will deliver the Services in line with the final Services Plan. 2.7 Timely delivery of the Services is of the essence of the Contract. The SERVICE PROVIDER shall cooperate In addition to timely delivery of the Services, performance of the Services in accordance with any stipulated service levels set out in or in the Supplier’s response to the fullest extent possible with any other contractors appointed to provide such other or complementing servicesSpecification of Requirements is also of the essence of the Contract. 2.7 Nothing in 2.8 Where any maximum delivery timescale or performance service level is stipulated to be “As Bid”, then the relevant timescale or service level for the purposes of the Contract shall have be that offered by the effect of making Supplier within its Quality Submission and accepted by the SERVICE PROVIDER Purchaser, subject to any formal clarification or any of its employees or agents correction thereof during the employee of the CLIENT. 2.8 The Contract shall not constitute the parties as partners of each otherTender evaluation process, where applicable. 2.9 The SERVICE PROVIDER Where the requirement for the Services (or any part of them) is committed by award of the Contract, the date of order of those committed Services (or that part) for the purpose of any stipulated maximum delivery timescales for delivery shall refer be taken as the date of contract award to the Supplier to follow hereon, notwithstanding the date of any public law and/or Government policy issues formal purchase order(s) for those committed Services which may arise during (or may not) be given by the course Purchaser for the purpose of auditably tracking the Contract purchase through its financial systems. Otherwise, for any uncommitted, on demand or optional Services, the date of order for that purpose shall be the date of issue of an instruction by the Purchaser to the CLIENT‟s RepresentativeSupplier to deliver those Services under this Contract, be that by formal purchase order, instruction or other approved method of communication. Such issues shall includeIf that instruction is not given by e-mail, without limitationelectronic communication, State Aidsfax, employment by phone or transfer other instantaneous form of employees to or from the client. The SERVICE PROVIDER shall not charge for advice given in these areas unlesscommunication, having referred them 2 working days will be added to the CLIENT, the CLIENT has expressly requested that the SERVICE PROVIDER carry maximum timescales set out such workfor delivery.

The Services. 2.1 This 4.1 The Service Provider shall supply the Services to the Purchaser in accordance with the Contract governs on time and to the overall relationship satisfaction of the SERVICE PROVIDER Purchaser in accordance with the Contract. 4.2 The parties acknowledge that the Services are time sensitive and that on-time Arrival of Prisoners for court appearances, scheduled appointments, or hospital confinements requires immediate attention and response from the Service Provider at the specific time and date. Accordingly, the remedies outlined in Clause 14.4 may not meet the immediate operational requirement for Prisoner escort or supervision, and the CLIENT with respect Purchaser (or others) may be required, in exceptional circumstances, to temporarily undertake, perform or provide a specific Prisoner escort or supervision activity or until Service Provider personnel are made available to undertake the provision activity. Accordingly, in the event that the Service Provider fails in some material and adverse way to execute or perform any part of the Ordered Services. The CLIENT has ordered the Ordered Services and the SERVICE PROVIDER shall provide those Ordered Services , strictly in accordance with the provisions of this the Contract, then, notwithstanding the provisions of Clause 33.2 and without prejudice to any other right or remedy which the Purchaser may have, the Purchaser may forthwith and without notice to the Service Provider: 4.2.1 Itself carry out any part of the Services which have not been executed or performed by the Service Provider in accordance with the Contract, or have them carried out by other persons; and 4.2.2 Recover from the Service Provider the full sum of the additional costs incurred by the Purchaser (or other persons) arising out of the Service Provider’s failure to perform any part of the Services in accordance with the Contract. The Purchaser will take reasonable steps to mitigate the costs so incurred. 2.2 The SERVICE PROVIDER shall perform 4.2.3 For the Ordered Services avoidance of doubt, the rights conferred in terms of Clauses 4.2.1 and 4.2.2 relate to situations where the reasonable satisfaction of Purchaser, having provided the CLIENT‟s Representative. 2.2.1 The SERVICE PROVIDER shall notify the CLIENT as soon as it becomes aware of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the performance of the Ordered Services or any part thereof and the SERVICE PROVIDER shall take all necessary steps consistent with good practice to minimise the delay to the CLIENT. 2.3 In the event that the SERVICE PROVIDER fails due to its Default to fulfil an obligation by the date specified prior notice in the Contract for such fulfilmentPrisoner Movement activity: a) Has been notified that the Service Provider is unable to facilitate and undertake the required activity; or b) The proposed performance would result in the Prisoner not being collected or Arriving late; or c) Service Provider Failure or Default would significantly and/or adversely affect the safety, care or welfare of Prisoners, the SERVICE PROVIDER shall, at the request operations or legal obligations of the CLIENT and without prejudice to the CLIENT's other rights and remedies, arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CLIENTPurchaser or a Criminal Justice Partner. 2.4 In the event that any obligation of the SERVICE PROVIDER specified in the Contract is delayed as a result of a Default by the CLIENT, then : 2.4.1 the date associated with the relevant obligation(s) as specified in the Contract (and the dates similarly associated with any subsequent obligations specified in the Contract) shall be amended by a period of time equal to the period of such CLIENT Default (or such other period as the parties agree in writing); and 2.4.2 both parties shall use all reasonable endeavours to mitigate the impact of such delay and to recover any resultant delay to the performance of the Ordered Services. 2.5 The SERVICE PROVIDER shall not place or cause to be placed any orders with third parties (including Barristers) or otherwise incur liabilities in the name of the CLIENT without the prior written consent of the CLIENT‟s Representative 2.6 The CLIENT reserves the right to invite competitive quotations and/or place orders elsewhere for other or complementing services during the term of the Contract. The SERVICE PROVIDER shall cooperate to the fullest extent possible with any other contractors appointed to provide such other or complementing services. 2.7 Nothing in the Contract shall have the effect of making the SERVICE PROVIDER or any of its employees or agents the employee of the CLIENT. 2.8 The Contract shall not constitute the parties as partners of each other. 2.9 The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course of the Contract to the CLIENT‟s Representative. Such issues shall include, without limitation, State Aids, employment by or transfer of employees to or from the client. The SERVICE PROVIDER shall not charge for advice given in these areas unless, having referred them to the CLIENT, the CLIENT has expressly requested that the SERVICE PROVIDER carry out such work.

The Services. 2.1 This The SERVICE PROVIDER shall supply the Services during the Contract governs Period in accordance with the overall relationship CLIENT’S requirements as set out in the Contract in consideration for the payment of the Contact Price. The CLIENT may inspect and examine the manner in which the SERVICE PROVIDER and supplies the Services at the Premises during normal business hours on reasonable notice. If the CLIENT informs the SERVICE PROVIDER in writing that the CLIENT reasonably believes that any part of the Services does not meet the requirements of the Contract or differs in any way from those requirements, and this is other than as a result of a Default on the part of the CLIENT, the SERVICE PROVIDER shall at its own expense re-schedule and carry out the Services in accordance with respect the requirements of the Contract within such reasonable time as may be specified by the CLIENT. Subject to the CLIENT providing Approval in accordance with Clause 12.2 (Provision and Removal of Equipment), timely supply of the Services shall be of the essence of the Contract, including in relation to commencing the provision of the Ordered ServicesServices within the time agreed or on a specified date and performing any Milestones by the relevant Milestones Date. The CLIENT has ordered Unless otherwise stated in the Ordered Services and Order Form, the SERVICE PROVIDER shall provide those Ordered Services all the Equipment necessary for the supply of the Services. The SERVICE PROVIDER shall not deliver any Equipment to the Premises without obtaining the CLIENT’S prior Approval. All Equipment brought onto the Premises shall be at the SERVICE PROVIDER’S own risk and the CLIENT shall have no liability for any loss of or damage to any Equipment unless the SERVICE PROVIDER is able to demonstrate that such loss or damage was caused or contributed to by the CLIENT’S Default. The SERVICE PROVIDER shall provide for the carriage thereof to the Premises and the removal of Equipment when no longer required at its sole cost. Unless otherwise agreed, Equipment brought onto the Premises will remain the property of the SERVICE PROVIDER. The SERVICE PROVIDER shall maintain all items of Equipment within the Premises in a safe, serviceable and clean condition. The SERVICE PROVIDER shall, at the CLIENT’S written request, at its own expense and as soon as reasonably practicable:- remove from the Premises any Equipment which in the reasonable opinion of the CLIENT is either hazardous, noxious or not in accordance with the provisions Contract; and replace such item with a suitable substitute item of this Contract. 2.2 Equipment. On completion of the Services, the SERVICE PROVIDER shall remove the Equipment together with any other materials used by the SERVICE PROVIDER to supply the Services and shall leave the Premises in a clean, safe and tidy condition. The SERVICE PROVIDER is solely responsible for making good any damage to the Premises or any objects contained thereon, other than fair wear and tear, which is caused by the SERVICE PROVIDER or any Staff. The SERVICE PROVIDER shall at all times comply with the Quality Standards, and where applicable shall maintain accreditation with the relevant Quality Standards authorisation body. To the extent that the standard of Services has not been specified in the Contract, the SERVICE PROVIDER shall agree the relevant standard of the Services with the CLIENT prior to the supply of the Services and in any event, the SERVICE PROVIDER shall perform its obligations under the Contract in accordance with the Law and Good Industry Practice. The SERVICE PROVIDER shall ensure that all Staff supplying the Services shall do so with all due skill, care and diligence and shall possess such qualifications, skills and experience as are necessary for the proper supply of the Services. The SERVICE PROVIDER shall and shall ensure that the Staff shall at all times during the Contract Period:- faithfully and diligently perform those duties and exercise such powers consistent with them as are from time to time necessary in connection with the provision of the Services; and obey all lawful instructions and reasonable directions of the CLIENT and perform the Ordered Services to the reasonable satisfaction of the CLIENT‟s Representative. 2.2.1 CLIENT. The CLIENT and the SERVICE PROVIDER agree that the commencement of the provision of the Services by the SERVICE PROVIDER under this contract will not be a "relevant transfer" to which TUPE will apply in relation to any employees of the CLIENT. In the circumstances, the CLIENT and the SERVICE PROVIDER agree that no employees of the CLIENT will transfer to the SERVICE PROVIDER by virtue of the operation of TUPE or the Acquired Rights Directive. If any employee of the CLIENT claims or it is determined that his contract of employment has been transferred from the CLIENT to the SERVICE PROVIDER pursuant to TUPE or the Acquired Rights Directive then: The SERVICE PROVIDER will, within 7 (seven) days of becoming aware of that fact, give notice in writing to the CLIENT. The CLIENT may offer employment to such person within 21 (twenty one) days of the notification by the SERVICE PROVIDER or take such other steps as it considers appropriate to deal with the matter. If such offer is accepted (or if the situation has otherwise been resolved by the CLIENT), the SERVICE PROVIDER shall immediately release the person from his employment. If after the 21 day period has elapsed, no such offer of employment has been made or such offer has been made but not accepted, or the situation has not otherwise been resolved, the SERVICE PROVIDER may within 7 (seven) days give notice to terminate the employment of such person. Subject to Clause 14.3 and subject to the SERVICE PROVIDER acting in this way or in such other way as may be agreed between the CLIENT and the SERVICE PROVIDER, the CLIENT will indemnify the SERVICE PROVIDER against all Employee Liabilities arising out of such termination. If such person is neither re‑employed by the CLIENT nor dismissed by the SERVICE PROVIDER within the time scales set out in Clause 14.2 such person will be treated as having transferred to the SERVICE PROVIDER by virtue of the operation of TUPE and the SERVICE PROVIDER shall comply with such obligations as may be imposed upon it under TUPE or otherwise by Law. The indemnity in Clause 14.2.5 shall only apply where the notification referred to in Clause 14.2.1 is made by the SERVICE PROVIDER to the CLIENT within 6 calendar months of the Service Commencement Date. The Parties have agreed to the appointment of the Key Personnel. The SERVICE PROVIDER shall notify and shall procure that any Sub-Contractor shall obtain the prior written consent of the CLIENT before removing or replacing any Key Personnel during the Contract Period, and written notice must be provided by the SERVICE PROVIDER of its intention to replace Key Personnel within a minimum of three (3) Working Days of the SERVICE PROVIDER becoming aware that the Key Personnel will be unable to continue to contribute to the provision of the Services (for any reason whatsoever). The CLIENT shall not unreasonably delay or withhold its consent to the appointment of a replacement for any relevant Key Personnel by the SERVICE PROVIDER or sub-contractor. The CLIENT may interview the candidates for Key Personnel positions before they are appointed. The SERVICE PROVIDER acknowledges that the Key Personnel are essential to the proper provision of the Services to the CLIENT. Unless otherwise agreed in writing between the Parties, the SERVICE PROVIDER shall ensure that the role of any Key Personnel is not vacant for any longer than three (3) Working Days and that any replacement for any Key Personnel shall be as soon or more qualified and experienced as it becomes aware the previous incumbent and fully competent to carry out the tasks previously assigned to the Key Personnel. The SERVICE PROVIDER shall ensure that each of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the Key Personnel shall work for such a period of time in the performance of the Ordered Services or any part thereof that is commensurate with and sufficient to perform the obligation of that person's role unless the CLIENT otherwise gives its prior Approval. To the extent that it can do so without disregarding its statutory obligations, the SERVICE PROVIDER shall take all necessary reasonable steps consistent with good practice to minimise ensure that it retains the delay to services of all the CLIENT. 2.3 In Key Personnel. The CLIENT may identify any of the event that Staff as Key Personnel, who will then be included on the list of Key Personnel by the SERVICE PROVIDER. The CLIENT may also require the SERVICE PROVIDER fails due to remove any Key Personnel that the CLIENT considers in any respect unsatisfactory. The CLIENT shall not be liable for the cost of replacing any Key Personnel. The SERVICE PROVIDER shall use its Default best endeavours to fulfil an obligation by ensure that the date specified in the Contract for such fulfilmentKey Personnel are contactable during Working Hours. Subject to Clause 15.9, the SERVICE PROVIDER shallshall provide the CLIENT with a replacement to cover any periods of planned or unplanned absence of the Key Personnel. If any of the Key Personnel shall be prevented by illness or injury from performing the Services, at the request SERVICE PROVIDER shall report the fact to the CLIENT in accordance with the CLIENT'S policy in relation to such absence as notified to the SERVICE PROVIDER by the CLIENT from time to time and, in the case of an absence of uncertain duration, shall keep the CLIENT informed of its expected duration. Unless otherwise agreed in writing between the Parties, if the absence through illness or injury continues for more than five (5) consecutive days, the SERVICE PROVIDER shall provide the CLIENT with a replacement for the period of absence. The Parties agree that any costs of a change in Key Personnel under Clause 15 and any costs related to or associated with such a change of Key Personnel (including, but not limited to, the costs of any handover) will be agreed in writing by the CLIENT and without prejudice borne in full by the SERVICE PROVIDER. The costs referred to in this Clause shall be paid by the SERVICE PROVIDER to the CLIENT's other rights CLIENT on demand. Access to the Premises shall be limited to such Staff and remedies, arrange all such additional resources the SERVICE PROVIDER’S suppliers as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CLIENT. 2.4 In the event that any obligation of for the SERVICE PROVIDER specified in the Contract is delayed as a result of a Default by the CLIENT, then : 2.4.1 the date associated with the relevant obligation(s) as specified in the Contract (and the dates similarly associated with any subsequent to fulfil its obligations specified in the Contract) shall be amended by a period of time equal to the period of such CLIENT Default (or such other period as the parties agree in writing); and 2.4.2 both parties shall use all reasonable endeavours to mitigate the impact of such delay and to recover any resultant delay to the performance of the Ordered Services. 2.5 The SERVICE PROVIDER shall not place or cause to be placed any orders with third parties (including Barristers) or otherwise incur liabilities in the name of the CLIENT without the prior written consent of the CLIENT‟s Representative 2.6 The CLIENT reserves the right to invite competitive quotations and/or place orders elsewhere for other or complementing services during the term of under the Contract. The SERVICE PROVIDER shall cooperate co-operate with others working on the Premises to such extent as the fullest extent possible with CLIENT may reasonably require. The CLIENT reserves the right to refuse to admit to, or to withdraw permission to remain on, the Premises:- for any other contractors appointed to provide such other member of the Staff; or complementing services. 2.7 Nothing for any person employed or engaged by any member of the Staff, whose admission or continued presence would be, in the Contract shall have reasonable opinion of the effect of making CLIENT, undesirable. At the CLIENT’S written request, the SERVICE PROVIDER or any of its employees or agents the employee shall provide a list of the CLIENT. 2.8 The Contract shall not constitute the parties as partners names and business addresses of each other. 2.9 The SERVICE PROVIDER shall refer any public law and/or Government policy issues which all persons who may arise during the course of require admission in connection with the Contract to the CLIENT‟s RepresentativePremises, specifying the capacities in which they are concerned with the Contract and giving such other particulars as the CLIENT may reasonably request. Such issues The SERVICE PROVIDER’S Staff, engaged within the boundaries of the Premises, shall includecomply with such rules, without limitationregulations and requirements (including those relating to security arrangements) as may be in force from time to time for the conduct of personnel when at or outside those premises. If the SERVICE PROVIDER fails to comply with Clause 16.3 within five (5) days of the date of the request and in the reasonable opinion of the CLIENT, State Aidssuch failure may be prejudicial to the interests of the Crown, employment then the CLIENT may terminate the Contract, provided always that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the CLIENT. The decision of the CLIENT as to whether any person is to be refused access to the Premises and as to whether the SERVICE PROVIDER has failed to comply with Clause 16.3 shall be final and conclusive. Save as the CLIENT may otherwise direct, the SERVICE PROVIDER is deemed to have inspected the Premises and, where one is provided, the Statement of Work, and to have made appropriate enquiries so as to be satisfied in relation to all matters connected with the performance of its obligations under the Contract. Any land or Premises made available from time to time to the SERVICE PROVIDER by or transfer the CLIENT in connection with the Contract shall be made available to the SERVICE PROVIDER on a non-exclusive licence basis free of employees to or from charge and shall be used by the clientSERVICE PROVIDER solely for the purpose of performing its obligations under the Contract. The SERVICE PROVIDER shall not charge have the use of such land or Premises as licensee and shall vacate the same on completion, termination or abandonment of the Contract or as directed by the CLIENT. The SERVICE PROVIDER shall limit access to the land or Premises to such Staff as is necessary to enable it to perform its obligations under the Contract and the SERVICE PROVIDER shall co-operate (and ensure that its Staff co-operate) with such other persons working concurrently on such land or Premises as the CLIENT may reasonably request. Should the SERVICE PROVIDER require modifications to the Premises, such modifications shall be subject to prior Approval and shall be carried out by the CLIENT at the SERVICE PROVIDER’S expense. The CLIENT shall undertake Approved modification work without undue delay. Ownership of such modifications shall rest with the CLIENT. The SERVICE PROVIDER shall (and shall ensure that its Staff shall) observe and comply with such rules and regulations as may be in force at any time for advice given in these areas unless, having referred them to the use of such Premises and conduct of personnel at the Premises as determined by the CLIENT, the CLIENT has expressly requested that and the SERVICE PROVIDER carry out shall pay for the cost of making good any damage caused by the SERVICE PROVIDER or its Staff other than fair wear and tear. For the avoidance of doubt, damage includes damage to the fabric of the buildings, plant, fixed equipment or fittings therein. The Parties agree that there is no intention on the part of the CLIENT to create a tenancy of any nature whatsoever in favour of the SERVICE PROVIDER or its Staff and that no such worktenancy has or shall come into being and, notwithstanding any rights granted pursuant to the Contract, the CLIENT retains the right at any time to use any premises owned or occupied by it in any manner that it sees fit.

The Services. 2.1 This Contract governs the overall relationship of the SERVICE PROVIDER and the CLIENT with respect to the provision of the Ordered Services. The CLIENT has ordered the Ordered Services and the SERVICE PROVIDER shall provide those Ordered Services in accordance with the provisions of this Contract. 2.2 . The SERVICE PROVIDER shall perform the Ordered Services to the reasonable satisfaction of the CLIENT‟s CLIENT’s Representative. 2.2.1 . The SERVICE PROVIDER shall notify the CLIENT as soon as it becomes aware of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the performance of the Ordered Services or any part thereof and the SERVICE PROVIDER shall take all necessary steps consistent with good practice to minimise the delay to the CLIENT. 2.3 . In the event that the SERVICE PROVIDER fails due to its Default to fulfil an obligation by the date specified in the Contract for such fulfilment, the SERVICE PROVIDER shall, at the request of the CLIENT and without prejudice to the CLIENT's other rights and remedies, arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CLIENT. 2.4 . In the event that any obligation of the SERVICE PROVIDER specified in the Contract is delayed as a result of a Default by the CLIENT, then : 2.4.1 then: the date associated with the relevant obligation(s) as specified in the Contract (and the dates similarly associated with any subsequent obligations specified in the Contract) shall be amended by a period of time equal to the period of such CLIENT Default (or such other period as the parties agree in writing); and 2.4.2 and both parties shall use all reasonable endeavours to mitigate the impact of such delay and to recover any resultant delay to the performance of the Ordered Services. 2.5 . The SERVICE PROVIDER shall not place or cause to be placed any orders with third parties (including Barristers) or otherwise incur liabilities in the name of the CLIENT without the prior written consent of the CLIENT‟s Representative 2.6 CLIENT’s Representative The CLIENT reserves the right to invite competitive quotations and/or place orders elsewhere for other or complementing services during the term of the Contract. The SERVICE PROVIDER shall cooperate to the fullest extent possible with any other contractors appointed to provide such other or complementing services. 2.7 . Nothing in the Contract shall have the effect of making the SERVICE PROVIDER or any of its employees or agents the employee of the CLIENT. 2.8 . The Contract shall not constitute the parties as partners of each other. 2.9 . The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course of the Contract to the CLIENT‟s CLIENT’s Representative. Such issues shall include, without limitation, State Aids, employment by or transfer of employees to or from the client. The SERVICE PROVIDER shall not charge for advice given in these areas unless, having referred them to the CLIENT, the CLIENT has expressly requested that the SERVICE PROVIDER carry out such work.

The Services. 2.1 This Contract governs the overall relationship of the SERVICE PROVIDER and the CLIENT CUSTOMER with respect to the provision of the Ordered Services. The CLIENT CUSTOMER has ordered the Ordered Services specified in Schedule 2-2 and the SERVICE PROVIDER shall provide those Ordered Services; 2.1.1 if the Ordered Services are to be sold by the SERVICE PROVIDER and purchased by the CUSTOMER; and 2.1.2 in accordance with the provisions of this ContractContract and any other terms and conditions as are agreed between the CUSTOMER and the SERVICE PROVIDER and any other terms and conditions as may be agreed between the CUSTOMER any third party (if any) if the Ordered Services are to be leased to the CUSTOMER by a third party and in this regard the CUSTOMER shall inform the SERVICE PROVIDER of the terms and conditions of any such third party leasing contract that it shall be expected to comply with. For the avoidance of doubt, the Ordered Services could include any lease of rights to use underlying infrastructure. 2.2 The SERVICE PROVIDER shall perform provide the Ordered Services in accordance with any agreed timetable and implementation plan as may be set out in Schedule 2-15 and in accordance with the relevant Service Levels at all times throughout the duration of this Contract. Failure to meet the reasonable satisfaction Service Levels or the agreed timetable and implementation plan shall be remedied in accordance with the provisions of the CLIENT‟s Representative. 2.2.1 The SERVICE PROVIDER shall notify the CLIENT as soon as it becomes aware of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the performance of the Ordered Services or any part thereof Schedule 2-2 and the SERVICE PROVIDER shall take all necessary steps consistent with good practice to minimise the delay to the CLIENT2-15 respectively. 2.3 In the event that provision of the Ordered Services, should the SERVICE PROVIDER fails due to become aware of any breach in its Default to fulfil an obligation by performance of the date specified in the Contract for such fulfilmentServices, the SERVICE PROVIDER shall, where such breach is capable of remedy, at the request of the CLIENT and without prejudice to the CLIENT's other rights and remedies, arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CLIENT. 2.4 In the event that any obligation of the SERVICE PROVIDER specified in the Contract is delayed as a result of a Default by the CLIENT, then : 2.4.1 the date associated with the relevant obligation(s) as specified in the Contract (and the dates similarly associated with any subsequent obligations specified in the Contract) shall be amended by a period of time equal to the period of such CLIENT Default (or such other period as the parties agree in writing); and 2.4.2 both parties shall its own expense use all reasonable endeavours to mitigate remedy the impact same as soon as is reasonably practicable. 2.4 The SERVICE PROVIDER accepts responsibility for damage, shortage or loss in transit to Equipment provided by the SERVICE PROVIDER as part of the Ordered Services if: 2.4.1 the same is notified to the SERVICE PROVIDER within three (3) Working Days of receipt of the Equipment by the CUSTOMER; and 2.4.2 the Equipment has been handled by the CUSTOMER in accordance with the SERVICE PROVIDER’s instructions. 2.5 Where the SERVICE PROVIDER accepts responsibility under Clause 2.4 it shall, at its sole option, replace or repair the Equipment (or part thereof) which have been proven to the SERVICE PROVIDER’s reasonable satisfaction, to have been lost or damaged in transit. 2.6 The SERVICE PROVIDER shall provide the Ordered Services to the agreed Service Levels unless the parties shall have previously agreed in writing through their authorised representatives that they shall be suspended during such period or periods of agreed outage for maintenance purposes. All such outage shall only be by way of such delay written agreement whether or not the maintenance is planned or unplanned save where an emergency occurs which presents an immediate material adverse impact to the Services if maintenance is not commenced whereupon notification alone shall suffice if the SERVICE PROVIDER having made prior reasonable efforts to do so, shall have been unable to contact the CUSTOMER’s authorised representative. 2.7 The SERVICE PROVIDER shall be responsible for the transit of voice calls or data, as applicable, from the network access point at which they are received, across any network used by it to deliver the Ordered Services and to recover the network termination point at which any resultant delay such call or data is intended by the sender to be received. 2.8 Where applicable to the performance Ordered Services the SERVICE PROVIDER undertakes that the telecommunication system used to provide the Ordered Services shall be secure from unauthorised access or modification within the meaning of the Computer Misuse Act 1990, for the type of communications being carried across it. 2.9 If the Ordered Services cover the Enhanced Government Telephony Service then the SERVICE PROVIDER shall ensure that such service shall include the passing of full Caller Line Identity. 2.10 Where applicable to the Ordered Services, the SERVICE PROVIDER shall ensure that access to the Ordered Services by its Sub-Contractors shall be mediated by firewalls and similar measures so as to maintain a strict separation between any domain in which any aspect of the Ordered Services is provided by a Sub-Contractor from any other domain relating to the Ordered Services. 2.5 The 2.11 Where applicable to the Ordered Services and if requested by the CUSTOMER the SERVICE PROVIDER shall not place or cause to be placed any orders with third parties (including Barristers) or otherwise incur liabilities in the name of the CLIENT without the prior written consent of the CLIENT‟s Representative 2.6 The CLIENT reserves the right to invite competitive quotations and/or place orders elsewhere for other or complementing services during the term of the Contract. The SERVICE PROVIDER shall cooperate to the fullest extent possible with any other contractors appointed to provide such other or complementing services. 2.7 Nothing in the Contract shall have the effect of making the SERVICE PROVIDER or any of its employees or agents the employee of the CLIENT. 2.8 The Contract shall not constitute the parties as partners of each other. 2.9 The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course of the Contract to the CLIENT‟s Representative. Such issues shall include, without limitation, State Aids, employment by or transfer of employees to or from the client. The SERVICE PROVIDER shall not charge for advice given in these areas unless, having referred them to the CLIENT, the CLIENT has expressly requested ensure that the SERVICE PROVIDER carry out such workOrdered Services are covered by a business continuity and disaster recovery plan.

The Services. 2.1 This 3.1 In this Contract governs the overall relationship expression "services" shall be taken to mean as including servicing and maintenance works, including day to day operation, repairs, cleaning, lighting, gardening, renewals, examination, insurance and upkeep of the SERVICE PROVIDER common property and the CLIENT with respect installations. 3.2 The Management Company shall from time to time be entitled to determine the scope of the services, their type, nature and time and manner of their provision, all having regard to the provision nature and standard of the Ordered Services. The CLIENT has ordered the Ordered Services building and the SERVICE PROVIDER requirements of a majority of the property owners (as per the areas of the units) in the building. It is agreed that for as long as no decision has been made as to an increase in the basket of services by the majority of the property owners (as per the areas of the units) in the building then the scope of the services shall provide those Ordered Services include the basket of services that is specified in accordance with the provisions of Appendix 1 to this Contract. 2.2 3.3 The SERVICE PROVIDER shall perform Management Company may also include within the Ordered Services to the reasonable satisfaction bounds of the CLIENT‟s Representative. 2.2.1 The SERVICE PROVIDER shall notify services included in this Contract, services that are intended to serve particular properties only in the CLIENT as soon as it becomes aware of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede project, (hereinafter: "the performance of the Ordered Services or any part thereof and the SERVICE PROVIDER shall take all necessary steps consistent with good practice to minimise the delay to the CLIENT. 2.3 special services"). In the event that of provision of special services the SERVICE PROVIDER fails due Management Company shall proceed in accordance with Section 10.5.2 with regard to its Default division of cost of contribution to fulfil an obligation by such expenses. 3.4 Subject to what is stated hereunder the date specified Management Company shall also deal with the renewal of the various installations, renovations, and replacements in the common property (to the extent that it is necessary) and with management of the equipment renewal fund in the project as provided hereunder in Section 10.2 3.5 As a precondition for entering into this Contract for such fulfilmentwith the Management Company, and without derogating from any other exemption in the Contract, the SERVICE PROVIDER shallLessee agrees that it will be estopped from claiming any compensation or other relief for loss, at the request of the CLIENT and without prejudice to the CLIENT's other rights and remedies, arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CLIENT. 2.4 In the event that any obligation of the SERVICE PROVIDER specified in the Contract is delayed damage or deficiency as a result of a Default by fault and/or default and/or cessation and/or delay in supplying any of the CLIENTservices, then :unless it is proved that such fault and/or defect and/or cessation and/or delay in supplying any of the services was caused directly and solely as a result of a negligent act or omission of the Management Company. 2.4.1 3.6 For the date associated avoidance of doubt, although the Management Company might well be charged with ensuring the relevant obligation(s) supply of guard services to the building, the Management Company shall not be deemed to be a bailee of the building and/or the unit and/or any part thereof and/or their contents, as specified this term is defined in the Contract (Bailee's Law 5727-1967. The Lessee shall bear exclusive liability for the safekeeping of its property and the dates similarly associated with any subsequent obligations specified in the Contract) said law shall be amended by a period of time equal not apply to the period of such CLIENT Default (or such other period as relationship between the parties agree in writing); and 2.4.2 both parties shall use all reasonable endeavours to mitigate Management Company and the impact of such delay and to recover any resultant delay to the performance of the Ordered ServicesLessee. 2.5 The SERVICE PROVIDER shall not place or cause to be placed any orders with third parties (including Barristers) or otherwise incur liabilities in the name of the CLIENT without the prior written consent of the CLIENT‟s Representative 2.6 The CLIENT reserves the right to invite competitive quotations and/or place orders elsewhere for other or complementing services during the term of the Contract. The SERVICE PROVIDER shall cooperate to the fullest extent possible with any other contractors appointed to provide such other or complementing services. 2.7 Nothing in the Contract shall have the effect of making the SERVICE PROVIDER or any of its employees or agents the employee of the CLIENT. 2.8 The Contract shall not constitute the parties as partners of each other. 2.9 The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course of the Contract to the CLIENT‟s Representative. Such issues shall include, without limitation, State Aids, employment by or transfer of employees to or from the client. The SERVICE PROVIDER shall not charge for advice given in these areas unless, having referred them to the CLIENT, the CLIENT has expressly requested that the SERVICE PROVIDER carry out such work.

The Services. 2.1 This Contract governs the overall relationship of the SERVICE PROVIDER and the CLIENT with respect to the provision of the Ordered Services. The CLIENT has ordered the Ordered Services and the SERVICE PROVIDER shall provide those Ordered Services in accordance with the provisions of this Contract. 2.2 . The SERVICE PROVIDER shall perform the Ordered Services to the reasonable satisfaction of the CLIENT‟s CLIENT’s Representative. 2.2.1 . The SERVICE PROVIDER shall notify the CLIENT as soon as it becomes aware of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the performance of the Ordered Services or any part thereof and the SERVICE PROVIDER shall take all necessary steps consistent with good practice to minimise the delay to the CLIENT. 2.3 . In the event that the SERVICE PROVIDER fails due to its Default to fulfil an obligation by the date specified in the Contract for such fulfilment, the SERVICE PROVIDER shall, at the request of the CLIENT and without prejudice to the CLIENT's other rights and remedies, arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CLIENT. 2.4 . In the event that any obligation of the SERVICE PROVIDER specified in the Contract is delayed as a result of a Default by the CLIENT, then : 2.4.1 : the date associated with the relevant obligation(s) as specified in the Contract (and the dates similarly associated with any subsequent obligations specified in the Contract) shall be amended by a period of time equal to the period of such CLIENT Default (or such other period as the parties agree in writing); and 2.4.2 and both parties shall use all reasonable endeavours to mitigate the impact of such delay and to recover any resultant delay to the performance of the Ordered Services. 2.5 . The SERVICE PROVIDER shall not place or cause to be placed any orders with third parties (including Barristers) or otherwise incur liabilities in the name of the CLIENT without the prior written consent of the CLIENT‟s Representative 2.6 CLIENT’s Representative The CLIENT reserves the right to invite competitive quotations and/or place orders elsewhere for other or complementing services during the term of the Contract. The SERVICE PROVIDER shall cooperate to the fullest extent possible with any other contractors appointed to provide such other or complementing services. 2.7 . Nothing in the Contract shall have the effect of making the SERVICE PROVIDER or any of its employees or agents the employee of the CLIENT. 2.8 . The Contract shall not constitute the parties as partners of each other. 2.9 . The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course of the Contract to the CLIENT‟s CLIENT’s Representative. Such issues shall include, without limitation, State Aids, employment by or transfer of employees to or from the clientCLIENT. The SERVICE PROVIDER shall not charge for advice given in these areas unless, having referred them to the CLIENT, the CLIENT has expressly requested that the SERVICE PROVIDER carry out such work.

The Services. 2.1 This Contract governs WTP's employees will provide various services to WTT as described in greater detail in the overall relationship SCOPE ADDENDUM, attached hereto as Exhibit A (collectively, the "Services"). The individuals who provide the services will be referred to as "WTP Personnel". WTP is acting as an independent contractor in providing any and all services hereunder. Additional Services. WTT may desire that WTP perform additional services that are different from or in addition to, the Services ("Additional Services"). WTP will provide such Additional Services as WTT may reasonably request, upon such terms and conditions (including compensation terms) as are mutually agreed between the parties. Such terms shall be documented in the form attached hereto as the CHANGE ORDER REQUEST ADDENDUM, attached hereto as Exhibit B. No charges or other compensation in respect of any Additional Services is provided for in the Monthly Charge. In no event shall WTP be obligated to perform any Additional Services that would cause it to be in conflict with any law, rule or regulation, or any internal WTP policy. Changes. The occurrence of (i) any event or transaction which significantly increases or decreases the size or nature of the SERVICE PROVIDER and operations of WTT that affects the CLIENT with respect to the provision scope, manner, nature or quantity of the Ordered ServicesServices or Additional Services or (ii) any change in any laws, rules or regulations that affects the scope, manner, nature or quantity of the Services or Additional Services shall be considered a change in the scope of services, and WTP and WTT shall promptly meet to negotiate an equitable adjustment in the fees payable to WTP. The CLIENT has ordered WTP shall have no obligation to commence work in connection with any change of the Ordered Services and type described in either clause (i) or (ii) above until the SERVICE PROVIDER fee impact of such change is agreed upon by the parties in writing. Each such change shall provide those Ordered Services be documented in the form attached hereto as the CHANGE ORDER REQUEST ADDENDUM. If the parties are unable to agree upon a mutually acceptable adjustment, the matter shall be handled in accordance with the provisions of this ContractSection 8 (Dispute Resolution). 2.2 The SERVICE PROVIDER shall perform the Ordered Services to the reasonable satisfaction of the CLIENT‟s Representative. 2.2.1 The SERVICE PROVIDER shall notify the CLIENT as soon as it becomes aware of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the performance of the Ordered Services or any part thereof and the SERVICE PROVIDER shall take all necessary steps consistent with good practice to minimise the delay to the CLIENT. 2.3 In the event that the SERVICE PROVIDER fails due to its Default to fulfil an obligation by the date specified in the Contract for such fulfilment, the SERVICE PROVIDER shall, at the request of the CLIENT and without prejudice to the CLIENT's other rights and remedies, arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CLIENT. 2.4 In the event that any obligation of the SERVICE PROVIDER specified in the Contract is delayed as a result of a Default by the CLIENT, then : 2.4.1 the date associated with the relevant obligation(s) as specified in the Contract (and the dates similarly associated with any subsequent obligations specified in the Contract) shall be amended by a period of time equal to the period of such CLIENT Default (or such other period as the parties agree in writing); and 2.4.2 both parties shall use all reasonable endeavours to mitigate the impact of such delay and to recover any resultant delay to the performance of the Ordered Services. 2.5 The SERVICE PROVIDER shall not place or cause to be placed any orders with third parties (including Barristers) or otherwise incur liabilities in the name of the CLIENT without the prior written consent of the CLIENT‟s Representative 2.6 The CLIENT reserves the right to invite competitive quotations and/or place orders elsewhere for other or complementing services during the term of the Contract. The SERVICE PROVIDER shall cooperate to the fullest extent possible with any other contractors appointed to provide such other or complementing services. 2.7 Nothing in the Contract shall have the effect of making the SERVICE PROVIDER or any of its employees or agents the employee of the CLIENT. 2.8 The Contract shall not constitute the parties as partners of each other. 2.9 The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course of the Contract to the CLIENT‟s Representative. Such issues shall include, without limitation, State Aids, employment by or transfer of employees to or from the client. The SERVICE PROVIDER shall not charge for advice given in these areas unless, having referred them to the CLIENT, the CLIENT has expressly requested that the SERVICE PROVIDER carry out such work.

The Services. 2.1 This Contract governs 8.1. The IAA hereby engages the overall relationship of the SERVICE PROVIDER Service Provider and the CLIENT Service Provider hereby undertakes to provide the IAA with respect to the provision of services specified in Annex A, and in particular, those services that shall be specified in each Work Order (as defined below) issued by the Ordered Services. The CLIENT has ordered the Ordered Services IAA, and the SERVICE PROVIDER shall provide those Ordered Services in accordance with the provisions of this ContractContract and the instructions of the IAA (the "Services"). 2.2 8.2. The SERVICE PROVIDER Services shall perform the Ordered Services include, inter alia, design services and/or design management and/or consultation services in matters relating to the reasonable satisfaction design of airports and airport facilities, including airside and landside facilities and systems, including general supervision, preparation of specifications documents and consultation regarding projects and engagements of the CLIENT‟s RepresentativeIAA with other contractors, preparation of opinions, etc. 2.2.1 8.3. The SERVICE PROVIDER shall notify the CLIENT as soon as it becomes aware of an event occurring or which it believes Service Provider acknowledges and agrees that this Contract is likely to occur which will cause material delay to or materially impede a framework agreement for the performance of the Ordered Services or any part thereof throughout the Contract Term, and that the scope of Services to be performed shall be determined in accordance with the Work Orders that will be issued by the IAA and the SERVICE PROVIDER actual Services performed by the Service Provider. 8.4. The IAA does not undertake to purchase any of the Services and that the Services shall take all necessary steps consistent with good practice to minimise the delay be ordered only according to the CLIENTIAA’s specific needs from time to time and at its sole discretion. The IAA shall not be liable to the Service Provider for any damage, loss, cost or expense resulting from or in connection with the exercise or the non-exercise of the IAA’s right to order the Services. 2.3 In 8.5. If the event Service Provider is in the opinion that any instruction it was given could undermine the SERVICE PROVIDER fails due safety and/or contradict any requirement of the law, it shall notify the IAA Representative immediately and await its written instructions and shall refrain from further performance until the issue is clarified. 8.6. The Service Provider shall be solely responsible for the design products and any deliverables submitted by it as part of the Services including any fault, defect, error, omission or discrepancy found in them, at any time. To the extent required, the Service Provider shall make any adjustments, corrections and/or changes to its Default the design products and deliverables in order for them to fulfil an obligation by be compatible with the date requirements of the IAA, any qualified authority and/or the law, according to the terms of this Contract. 8.7. As part of the Services, the Service Provider may be required to take part in conference calls, meetings, workshops, tours (of suppliers' locations and other airports abroad), participation in testing sessions, etc., all as shall be specified in the Contract for such fulfilmentWork Order. To the extent required, the SERVICE PROVIDER shallService Provider and/or anyone on its behalf shall be present at any of the IAA's sites in Israel and/or travel to any other location in order to perform the Services. 8.8. The Service Provider shall document and save all information, at data, materials and reports concerning the Services, and shall provide any required information, deliverables and reports regarding the Services to the IAA, upon demand. The said reports and information shall be delivered on the dates, in the format and in the manner which shall be determined by the IAA, as part of the Services and without additional consideration. At the request of the CLIENT IAA, the Service Provider may be required to submit additional details and/or supplements to the deliverables submitted, for additional consideration and without prejudice it being considered a Variation, and the Service Provider will provide such materials within the schedule set by the IAA. 8.9. The Service Provider shall be obligated to fully cooperate with the IAA in any matter concerning the Services. Coordination between the Parties' representatives regarding administrative and operational issues related to the CLIENT's other rights and remedies, arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CLIENTServices shall be conducted on a regular continuous basis. 2.4 8.10. The Service Provider shall perform the Services using its best efforts, skills, judgments and abilities, and shall be responsible for managing the Services so as to ensure that the goals, objectives and requirements set by the IAA are fulfilled. 8.11. Any proposal, inspection, examination, consent, approval or similar act by the IAA and/or anyone on its behalf shall not relieve the Service Provider from any of its liabilities or obligations under this Contract, unless otherwise explicitly provided therein. In addition, failure by the event IAA to inspect or reject, or otherwise to exercise any function entrusted to him shall not release the Service Provider from its responsibilities under this Contract or constitute a waiver thereof. 8.12. To the extent that the Services require authorization, submittals and/or other procedures dealing with any obligation design authority, the Service Provider shall be required to obtain first the written approval and instructions of the SERVICE PROVIDER specified in the Contract is delayed as a result of a Default by the CLIENT, then : 2.4.1 the date associated with the relevant obligation(s) as specified in the Contract (and the dates similarly associated with any subsequent obligations specified in the Contract) shall be amended by a period of time equal to the period of such CLIENT Default (or such other period as the parties agree in writing); and 2.4.2 both parties shall use all reasonable endeavours to mitigate the impact of such delay and to recover any resultant delay to the performance of the Ordered ServicesIAA. 2.5 8.13. The SERVICE PROVIDER shall Service Provider will not place be authorized to make any commitment and/or declaration or cause create any liability on behalf of, or binding upon, the IAA. The Service Provider has no authority to be placed make any orders with third parties (including Barristers) agreement or otherwise incur liabilities any liability and/or obligation in the name and/or on behalf of the CLIENT without the prior written consent IAA and/or to submit or accept on behalf of the CLIENT‟s Representative 2.6 The CLIENT reserves IAA any proposal, contract, offer and/or order and/or to commit the right to invite competitive quotations IAA in any manner whatsoever. Furthermore, the Service Provider shall not make any representations and/or place orders elsewhere for other or complementing services during the term warranties on behalf of the ContractIAA, except if and to the extent authorized by the IAA in writing. 8.14. If providing any Services at the IAA's Site, the Service Provider and/or anyone acting on its behalf shall comply with IAA's Site Rules, Safety and Health Requirements and Regulations attached hereto as Annex "C", including instructions of the IAA’s safety inspector and all applicable safety laws. 8.15. The SERVICE PROVIDER Services shall cooperate be performed in English or Hebrew, within the timetable set in the Work Order and in accordance with the terms and requirements specified therein. 8.16. For the removal of doubt it is clarified, that none of the terms and conditions set forth in this Contract shall be construed as giving the Service Provider any exclusivity and the IAA shall be entitled to hire the fullest extent possible with services of any other contractors appointed contractor (including not from the pool of Framework Service Providers) to provide such other or complementing services. 2.7 Nothing in the Contract shall have the effect of making the SERVICE PROVIDER or perform any of its employees or agents the employee part of the CLIENTServices and/or other works of similar nature, at any time and at the IAA's sole discretion. 2.8 The Contract shall not constitute the parties as partners of each other. 2.9 The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course of the Contract to the CLIENT‟s Representative. Such issues shall include, without limitation, State Aids, employment by or transfer of employees to or from the client. The SERVICE PROVIDER shall not charge for advice given in these areas unless, having referred them to the CLIENT, the CLIENT has expressly requested that the SERVICE PROVIDER carry out such work.

The Services. 2.1 This Contract governs OCS warrants to the overall relationship Customer that: (a) it will perform the Services at the Site(s) with reasonable skill and care; and (b) the Personnel providing the Services will be suitably trained and qualified. 2.2 The Customer warrants and represents to OCS that it will provide OCS with such access as OCS may reasonably require to enable OCS to safely perform its obligations under this Agreement. OCS acknowledges that no form of lease or tenancy is created or intended to be created. 2.3 The Customer will provide at no cost to OCS such facilities and amenities at the Site(s) (including any facilities or amenities set out in the Quotation) as OCS may reasonably require to enable it to perform the Services and/or deliver the Goods. 2.4 The numbers of hours and Personnel shown by OCS within the Quotation or other submission to the Customer are of an indicative nature only unless agreed in writing. The provision by OCS of the SERVICE PROVIDER Services output referred to in the Quotation shall fully discharge OCS’s obligations under this Agreement notwithstanding that the hours or Personnel actually utilised may differ from those referred to in any tender or quotation or deployed by any Previous Service Provider. 2.5 Each Party shall comply with all applicable laws, regulatory requirements, standards and the CLIENT with respect codes of practice relevant or applicable to the provision of the Ordered ServicesServices and/or Goods under this Agreement and shall not knowingly do or permit to be done anything which might cause or otherwise result in a breach by the other Party of the same. 2.6 OCS may, from time to time, change the Services and/or Goods in order to comply with any applicable legislative changes, safety recommendations, codes of practice and/or statutory requirements. 2.7 OCS regards the health and safety of its Personnel as of utmost importance. The CLIENT has ordered Customer shall notify OCS in writing of any safety hazard at the Ordered Site(s) prior to Personnel performing and carrying out Services and/or providing Goods. Notifiable safety hazards shall include exposure to any substances under the Control of Substances Hazardous to Health Regulations. Breach of this obligation shall, at OCS’s option, be regarded as a material breach of this Agreement incapable of remedy. 2.8 All Customer facilities (including desks and ledges) and access routes shall so far as necessary and possible be cleared by the SERVICE PROVIDER Customer in order to facilitate the provision of Services and/or Goods by OCS and to prevent papers and documents being mislaid. 2.9 The Customer accepts that it is responsible for ensuring that the Services and/or Goods referred to in the Agreement are adequate and suitable for the Site(s). 2.10 Where installation of Goods is applicable, such Goods shall provide those Ordered Services be installed in accordance with the provisions Quotation. No order may be cancelled by the Customer except with the agreement in writing of this ContractOCS and in terms that the Customer shall indemnify OCS in full against all Losses incurred by OCS as a result of the cancellation, in which case the Customer shall pay OCS’s invoice (7) days of its date. 2.2 The SERVICE PROVIDER shall perform the Ordered Services to the reasonable satisfaction of the CLIENT‟s Representative. 2.2.1 The SERVICE PROVIDER shall notify the CLIENT as soon as it becomes aware of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the performance of the Ordered Services or any part thereof and the SERVICE PROVIDER shall take all necessary steps consistent with good practice to minimise the delay to the CLIENT. 2.3 2.11 In the event that the SERVICE PROVIDER fails due to its Default to fulfil an obligation by the date specified in the Contract for such fulfilment, the SERVICE PROVIDER shall, at the request of the CLIENT and without prejudice OCS provides Goods to the CLIENT's other rights and remedies, arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge Customer then Annex 1 shall apply in relation to the CLIENT. 2.4 provision of such Goods. In the event that any obligation OCS provides a security service to the Customer then Annex 2 shall apply in relation to such security service. 2.12 OCS shall be entitled to install equipment at the Site(s) to the extent necessary for the delivery of the SERVICE PROVIDER Services and/or Goods, and the Customer is hereby deemed to consent to the installation of any such equipment. Where the consent of a third party is required the Customer shall procure and maintain all relevant consents from the Commencement Date and for the duration of this Agreement. 2.13 Sign plates showing the Site(s) are protected by OCS may be supplied for use during the period of this Agreement to be attached to a conspicuous part or parts of the Site(s). Licence is hereby given by the Customer to OCS to affix any such sign or signs. OCS shall be permitted at any time to remove any of its control apparatus, signs or other of its property, which may have been placed from time to time at or about the Site(s). 2.14 OCS does not represent that the Services and/or Goods provide any form of guarantee of crime prevention. 2.15 Similar services to the Services may be provided to a number of customers simultaneously. OCS will use reasonable endeavours to provide the Services at the times and/or with the frequency specified in the Contract is delayed Quotation but, on occasions, as a result of a Default by the CLIENT, then : 2.4.1 the date associated with the relevant obligation(s) as specified in the Contract (circumstances outside its control it may not be able to do so and the dates similarly associated with shall not be under any subsequent obligations specified in the Contract) shall be amended by a period of time equal liability to the period Customer or be in breach of this Agreement in such CLIENT Default (or such other period as the parties agree in writing); and 2.4.2 both parties shall use all reasonable endeavours to mitigate the impact of such delay and to recover any resultant delay to the performance of the Ordered Servicessituations. 2.5 The SERVICE PROVIDER shall not place or cause to be placed any orders with third parties (including Barristers) or otherwise incur liabilities in the name of the CLIENT without the prior written consent of the CLIENT‟s Representative 2.6 The CLIENT reserves the right to invite competitive quotations and/or place orders elsewhere for other or complementing services during the term of the Contract. The SERVICE PROVIDER shall cooperate to the fullest extent possible with any other contractors appointed to provide such other or complementing services. 2.7 Nothing in the Contract shall have the effect of making the SERVICE PROVIDER or any of its employees or agents the employee of the CLIENT. 2.8 The Contract shall not constitute the parties as partners of each other. 2.9 The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course of the Contract to the CLIENT‟s Representative. Such issues shall include, without limitation, State Aids, employment by or transfer of employees to or from the client. The SERVICE PROVIDER shall not charge for advice given in these areas unless, having referred them to the CLIENT, the CLIENT has expressly requested that the SERVICE PROVIDER carry out such work.

The Services. 2.1 This Contract governs the overall relationship 3.1 EXL Holdings (US) shall supply each of the SERVICE PROVIDER and the CLIENT with respect Insurance Services as set out in an Insurance Services Work Order to the provision of the Ordered Services. The CLIENT has ordered the Ordered Services and the SERVICE PROVIDER shall provide those Ordered Services Client in accordance with the provisions terms of this ContractAgreement and the Insurance Services Work Order. 2.2 The SERVICE PROVIDER 3.2 Subject to the Contract Change Control Procedures EXL Holdings (US) and the Client shall perform comply with the Ordered agreed Project Timetable set out in the applicable Insurance Services Work Order. 3.3 Where the Client is under an obligation to pass on the Insurance Services to an Authorised Agent, Associated Company or Authorised User, EXL Holdings (US) shall as directed by the reasonable satisfaction Client, supply the Insurance Services so that Client can pass them on or procure that they are passed on to that Authorised Agent, Associated Company or Authorised User as the case may be provided that the obligations of EXL Holdings (US) in respect thereof shall be to Client and not the Authorised Agent, Associated Company or Authorised User. The Client shall procure that such Authorised Agent, Authorised Company or Authorised User shall, as necessary, comply with the obligations of the CLIENT‟s RepresentativeClient hereunder. For the avoidance of doubt, it is expressly understood that Client shall be responsible for the payment of the charges. 2.2.1 The SERVICE PROVIDER shall notify the CLIENT as soon as it becomes aware of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the performance of the Ordered Services or any part thereof and the SERVICE PROVIDER shall take all necessary steps consistent with good practice to minimise the delay to the CLIENT. 2.3 In the event that the SERVICE PROVIDER fails due to its Default to fulfil an obligation by the date specified in the Contract for such fulfilment, the SERVICE PROVIDER shall, at the request of the CLIENT and without prejudice to the CLIENT's other rights and remedies, arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CLIENT. 2.4 3.4 In the event that any obligation Associated Company which receives the Insurance Services (or any part thereof) pursuant to clause 3.3 ceases to be an Associated Company of the SERVICE PROVIDER specified in Client (thereafter the Contract is delayed as a result of a Default “Divested Entity”) the Divested Entity shall (subject to the Client’s prior written agreement and subject to the Divested Entity being required by the CLIENTClient to comply with all obligations, then : 2.4.1 the date associated with Client remaining responsible for such compliance by the relevant obligation(sDivested Entity on it pursuant to this Agreement) be permitted to continue to receive the Insurance Services via or as specified in directed by the Contract (and the dates similarly associated with any subsequent obligations specified in the Contract) shall be amended by Client for a period of time equal one year from the date it so ceases to the period of such CLIENT Default (or such other period as the parties agree in writing); and 2.4.2 both parties shall use all reasonable endeavours to mitigate the impact of such delay and to recover any resultant delay to the performance be an Associated Company of the Ordered ServicesClient. 2.5 3.5 The SERVICE PROVIDER Insurance Services supplied under an Insurance Services Work Order shall be provided from the location(s) specified in such Insurance Services Work Order (the “Insurance Services Centre”). 3.6 EXL Holdings (US) shall not place or cause to be placed any orders with third parties (including Barristers) or otherwise incur liabilities in alter the name location of the CLIENT Insurance Services Centre without the prior written consent of the CLIENT‟s Representative 2.6 The CLIENT reserves the right to invite competitive quotations and/or place orders elsewhere for other or complementing services during the term of the Contract. The SERVICE PROVIDER shall cooperate to the fullest extent possible with any other contractors appointed to provide such other or complementing servicesClient. 2.7 Nothing 3.7 For the avoidance of doubt, nothing in this Agreement or in any Insurance Services Work Order shall require or permit EXL Holdings (US), EXL (India) or the Contract shall have the effect SPV to bind any Associated Company to a contract of making the SERVICE PROVIDER insurance to be underwritten by such Associated Company nor to issue or enter into any such contract on behalf of its employees or agents the employee such Associated Company nor to collect any insurance premiums on behalf of the CLIENTsuch Associated Company. 2.8 The Contract shall not constitute the parties as partners of each other. 2.9 The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course of the Contract to the CLIENT‟s Representative. Such issues shall include, without limitation, State Aids, employment by or transfer of employees to or from the client. The SERVICE PROVIDER shall not charge for advice given in these areas unless, having referred them to the CLIENT, the CLIENT has expressly requested that the SERVICE PROVIDER carry out such work.

The Services. 2.1 This Contract governs the overall relationship of the SERVICE PROVIDER and the CLIENT with respect to the provision of the Ordered Services. The CLIENT has ordered the Ordered Services and the SERVICE PROVIDER shall provide those Ordered Services in accordance with the provisions of this Contract. 2.2 . The SERVICE PROVIDER shall perform the Ordered Services to the reasonable satisfaction of the CLIENT‟s CLIENT’s Representative. 2.2.1 . The SERVICE PROVIDER shall notify the CLIENT as soon as it becomes aware of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the performance of the Ordered Services or any part thereof and the SERVICE PROVIDER shall take all necessary steps consistent with good practice to minimise the delay to the CLIENT. 2.3 . In the event that the SERVICE PROVIDER fails due to its Default to fulfil an obligation by the date specified in the Contract for such fulfilment, the SERVICE PROVIDER shall, at the request of the CLIENT and without prejudice to the CLIENT's other rights and remedies, arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CLIENT. 2.4 . In the event that any obligation of the SERVICE PROVIDER specified in the Contract is delayed as a result of a Default by the CLIENT, then : 2.4.1 : the date associated with the relevant obligation(s) as specified in the Contract (and the dates similarly associated with any subsequent obligations specified in the Contract) shall be amended by a period of time equal to the period of such CLIENT Default (or such other period as the parties agree in writing); and 2.4.2 and both parties shall use all reasonable endeavours to mitigate the impact of such delay and to recover any resultant delay to the performance of the Ordered Services. 2.5 . The SERVICE PROVIDER shall not place or cause to be placed any orders with third parties (including Barristers) or otherwise incur liabilities in the name of the CLIENT without the prior written consent of the CLIENT‟s CLIENT’s Representative 2.6 . The CLIENT reserves the right to invite competitive quotations and/or place orders elsewhere for other or complementing services during the term of the Contract. The SERVICE PROVIDER shall cooperate to the fullest extent possible with any other contractors appointed to provide such other or complementing services. 2.7 . Nothing in the Contract shall have the effect of making the SERVICE PROVIDER or any of its employees or agents the employee of the CLIENT. 2.8 . The Contract shall not constitute the parties as partners of each other. 2.9 . The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course of the Contract to the CLIENT‟s CLIENT’s Representative. Such issues shall include, without limitation, State Aids, employment by or transfer of employees to or from the client. The SERVICE PROVIDER shall not charge for advice given in these areas unless, having referred them to the CLIENT, the CLIENT has expressly requested that the SERVICE PROVIDER carry out such work. For this purpose issues referred to in the Department’s Invitation to Tender for Contract ITQ 33524 shall not be treated as matters of public law.

The Services. 2.1 This Contract governs 1.1 The Subcontractor will provide [INSERT AS MUCH DETAIL OF THE SERVICES AS POSSIBLE] services to the overall relationship Contractor. Due to the fluctuating nature of the SERVICE PROVIDER work available the scope and extent of the Services will be agreed verbally by the parties from time to time or will be confirmed in written assignment schedules generated by the Contractor or the Contractor’s client. 1.2 Where a written assignment schedule is issued then it will be deemed to be accepted on the earlier of: a) The Subcontractor issuing written acceptance of the assignment schedule; or THIS IS A LEGALLY BINDING DOCUMENT Page 1 of 6 b) Any act by the Subcontractor consistent with fulfilling the assignment schedule. 1.3 The Subcontractor will ensure that the Services are provided to the standard expected by the Contractor and the CLIENT Contractor’s client as well as complying with respect any quality standards specified in any assignment schedule that is generated from time to time. 1.4 Neither the Contractor nor any other person will or has the right to supervise, direct or control the manner in which the services are provided by the Subcontractor. The Subcontractor (and his Staff) will have discretion as to the methods used to provide the Services whilst always ensuring that the relevant health, safety and site security measures are observed. 1.5 Due to the nature of the Services to be provided the Subcontractor will provide the Services at the site or premises notified to the Subcontractor by the Contractor. The Contractor or the Contractor’s client will retain responsibility for the site or premises. 1.6 The Subcontractor is responsible for the provision of the Ordered Services under this Contract. The Subcontractor agrees that he is legally responsible for the Services and that he is responsible for ensuring that the relevant insurance policies including, but not limited to, public liability insurance are in place to cover the provision of Services. The CLIENT Subcontractor agrees and accepts that whilst the Contractor has ordered insurance in place to cover its liability for the Ordered Contractor Services this cover does not extend to covering the Subcontractor’s liability for the Services. 1.7 Unless agreed otherwise either verbally or in writing the Subcontractor is not required to provide major tools or equipment for the provision of the Services. For the avoidance of doubt, the Subcontractor will be required to provide their own hand tools and other small equipment required to provide the Services. 1.8 The Subcontractor is responsible for the rectification of any defective work or damage caused by the Subcontractor or the Subcontractor’s Staff. The Contractor will have sole discretion as to whether the Subcontractor rectifies the defective work or whether the Subcontractor is required to bear the cost of another party rectifying the defective work. Where the Subcontractor is required to bear the cost of any rectification then the Subcontractor agrees that the Contractor can deduct the cost of said rectification from any monies owed by the Contractor to the Subcontractor. 1.9 The Subcontractor is responsible for all travelling expenses to and from any location where he has been engaged to provide the Services. 1.10 The Contractor is not obliged to offer any work on any assignment to the Subcontractor at any time and the SERVICE PROVIDER shall provide those Ordered Services Subcontractor is not obliged to accept any work on any assignment at any time. The offer of work by the Contractor does not in accordance any way oblige the Contractor to offer further work or prevent the Contractor from withdrawing work already offered. The acceptance of any work by the Subcontractor does not oblige the Subcontractor to accept any further work or prevent the Subcontractor from withdrawing from work already accepted whether it is before, during or after any particular period of work. 1.11 This Contract is non-exclusive. The Subcontractor is free to work for any other parties concurrently with the provisions of this Contract. 2.2 The SERVICE PROVIDER shall perform the Ordered Services to the reasonable satisfaction of the CLIENT‟s Representative. 2.2.1 The SERVICE PROVIDER shall notify the CLIENT as soon as it becomes aware of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the performance of the Ordered Services or any part thereof and the SERVICE PROVIDER shall take all necessary steps consistent with good practice to minimise the delay to the CLIENT. 2.3 In the event that the SERVICE PROVIDER fails due to its Default to fulfil an obligation by the date specified in the Contract for such fulfilment, the SERVICE PROVIDER shall, at the request of the CLIENT and without prejudice to the CLIENT's other rights and remedies, arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CLIENT. 2.4 In the event that any obligation of the SERVICE PROVIDER specified in the Contract is delayed as a result of a Default by the CLIENT, then : 2.4.1 the date associated with the relevant obligation(s) as specified in the Contract (and the dates similarly associated with any subsequent obligations specified in the Contract) shall be amended by a period of time equal to the period of such CLIENT Default (or such other period as the parties agree in writing); and 2.4.2 both parties shall use all reasonable endeavours to mitigate the impact of such delay and to recover any resultant delay to the performance of the Ordered Services. 2.5 The SERVICE PROVIDER shall not place or cause to be placed any orders with third parties (including Barristers) or otherwise incur liabilities in the name of the CLIENT without the prior written consent of the CLIENT‟s Representative 2.6 The CLIENT reserves the right to invite competitive quotations and/or place orders elsewhere for other or complementing services during the term of the Contract. The SERVICE PROVIDER shall cooperate to the fullest extent possible with any other contractors appointed to provide such other or complementing services. 2.7 Nothing in the Contract shall have the effect of making the SERVICE PROVIDER or any of its employees or agents the employee of the CLIENT. 2.8 The Contract shall not constitute the parties as partners of each other. 2.9 The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course of the Contract to the CLIENT‟s Representative. Such issues shall include, without limitation, State Aids, employment by or transfer of employees to or from the client. The SERVICE PROVIDER shall not charge for advice given in these areas unless, having referred them to the CLIENT, the CLIENT has expressly requested that the SERVICE PROVIDER carry out such work.

The Services. 2.1 This Contract governs the overall relationship of the SERVICE PROVIDER and the CLIENT with respect to the provision of the Ordered Services. The CLIENT has ordered the Ordered Services and the SERVICE PROVIDER shall provide those Ordered Services in accordance with the provisions of this Contract. 2.2 The SERVICE PROVIDER shall perform the Ordered Services to the reasonable satisfaction of the CLIENT‟s CLIENT’s Representative. 2.2.1 The SERVICE PROVIDER shall notify the CLIENT as soon as it becomes aware of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the performance of the Ordered Services or any part thereof and the SERVICE PROVIDER shall take all necessary steps consistent with good practice to minimise the delay to the CLIENT. 2.3 In the event that the SERVICE PROVIDER fails due to its Default to fulfil an obligation by the date specified in the Contract for such fulfilment, the SERVICE PROVIDER shall, at the request of the CLIENT and without prejudice to the CLIENT's other rights and remedies, arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CLIENT. 2.4 In the event that any obligation of the SERVICE PROVIDER specified in the Contract is delayed as a result of a Default by the CLIENT, then : 2.4.1 the date associated with the relevant obligation(s) as specified in the Contract (and the dates similarly associated with any subsequent obligations specified in the Contract) shall be amended by a period of time equal to the period of such CLIENT Default (or such other period as the parties agree in writing); and 2.4.2 both parties shall use all reasonable endeavours to mitigate the impact of such delay and to recover any resultant delay to the performance of the Ordered Services. 2.5 The SERVICE PROVIDER shall not place or cause to be placed any orders with third parties (including Barristers) or otherwise incur liabilities in the name of the CLIENT without the prior written consent of the CLIENT‟s CLIENT’s Representative 2.6 The CLIENT reserves the right to invite competitive quotations and/or place orders elsewhere for other or complementing services during the term of the Contract. The SERVICE PROVIDER shall cooperate to the fullest extent possible with any other contractors appointed to provide such other or complementing services. 2.7 Nothing in the Contract shall have the effect of making the SERVICE PROVIDER or any of its employees or agents the employee of the CLIENT. 2.8 The Contract shall not constitute the parties as partners of each other. 2.9 The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course of the Contract to the CLIENT‟s CLIENT’s Representative. Such issues shall include, without limitation, State Aids, employment by or transfer of employees to or from the client. The SERVICE PROVIDER shall not charge for advice given in these areas unless, having referred them to the CLIENT, the CLIENT has expressly requested that the SERVICE PROVIDER carry out such work.

The Services. 2.1 This Contract governs the overall relationship of the SERVICE PROVIDER and the CLIENT with respect to the provision of the Ordered Services. The CLIENT has ordered the Ordered Services and the SERVICE PROVIDER shall provide those Ordered Services in accordance with the provisions of this Contract. 2.2 . The SERVICE PROVIDER shall perform the Ordered Services to the reasonable satisfaction of the CLIENT‟s CLIENT’s Representative. 2.2.1 . The SERVICE PROVIDER shall notify the CLIENT as soon as it becomes aware of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the performance of the Ordered Services or any part thereof and the SERVICE PROVIDER shall take all necessary steps consistent with good practice to minimise the delay to the CLIENT. 2.3 . In the event that the SERVICE PROVIDER fails due to its Default to fulfil an obligation by the date specified in the Contract for such fulfilment, the SERVICE PROVIDER shall, at the request of the CLIENT and without prejudice to the CLIENT's other rights and remedies, arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CLIENT. 2.4 . In the event that any obligation of the SERVICE PROVIDER specified in the Contract is delayed as a result of a Default by the CLIENT, then : 2.4.1 : the date associated with the relevant obligation(s) as specified in the Contract (and the dates similarly associated with any subsequent obligations specified in the Contract) shall be amended by a period of time equal to the period of such CLIENT Default (or such other period as the parties agree in writing); and 2.4.2 and both parties shall use all reasonable endeavours to mitigate the impact of such delay and to recover any resultant delay to the performance of the Ordered Services. 2.5 . The SERVICE PROVIDER shall not place or cause to be placed any orders with third parties (including Barristers) or otherwise incur liabilities in the name of the CLIENT without the prior written consent of the CLIENT‟s Representative 2.6 CLIENT’s Representative The CLIENT reserves the right to invite competitive quotations and/or place orders elsewhere for other or complementing services during the term of the Contract. The SERVICE PROVIDER shall cooperate to the fullest extent possible with any other contractors appointed to provide such other or complementing services. 2.7 . Nothing in the Contract shall have the effect of making the SERVICE PROVIDER or any of its employees or agents the employee of the CLIENT. 2.8 . The Contract shall not constitute the parties as partners of each other. 2.9 . The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course of the Contract to the CLIENT‟s CLIENT’s Representative. Such issues shall include, without limitation, State Aids, employment by or transfer of employees to or from the client. The SERVICE PROVIDER shall not charge for advice given in these areas unless, having referred them to the CLIENT, the CLIENT has expressly requested that the SERVICE PROVIDER carry out such work.

The Services. 2.1 This Contract governs General obligations 22.1 Throughout the overall relationship Operational Term Sub-hubco shall provide (or procure that the Service Providers provide) the Services in accordance with: 22.1.1 the Service Level Specification; 22.1.2 the Method Statements; and 22.1.3 the terms of this Agreement. 22.2 To avoid doubt the SERVICE PROVIDER obligations in Clauses 22.1.1, 22.1.2 and 22.1.3 are independent obligations and: 22.2.1 the fact that Sub-hubco has complied with the Method Statements shall not be a defence to an allegation that Sub-hubco has not satisfied the Service Level Specification; and 22.2.2 the fact that Sub-hubco has complied with the Service Level Specification shall not be a defence to an allegation that Sub-hubco has not satisfied the Method Statements; provided that where there is any conflict between the Service Level Specification and the CLIENT with respect Method Statements the Authority shall be entitled (in its sole discretion) to decide which shall take precedence and inform Sub-hubco of its decision and Sub-hubco shall, at its own cost, be obliged to implement the Authority's decision. 22.3 Sub-hubco shall procure that the provision of the Ordered Services. The CLIENT has ordered Services [in respect of a Phase] commences on the Ordered Services and Actual Completion Date [relevant Phase Actual Completion Date]. 22.4 Sub-hubco may at any time submit to the SERVICE PROVIDER shall provide those Ordered Services Authority's Representative in accordance with Schedule Part 8 (Review Procedure) proposals for amendments to or substitution for the provisions Method Statements or any part of them. If there is no comment on such proposed amendment or substitution (on the grounds set out in paragraph 3 of Schedule Part 8 (Review Procedure)), then the Method Statements as so amended or substituted shall be the Method Statements for the purposes of this ContractAgreement, subject to any further amendment or substitution to which there has been no comment in accordance with Schedule Part 8 (Review Procedure). 2.2 The SERVICE PROVIDER 22.5 To avoid doubt, an amendment to or substitution for the Method Statements proposed pursuant to Clause 22.4 shall not be a Qualifying Change entitling Sub-hubco to any payment (or other compensation) or to any relief from the performance of its obligations under this Agreement. 22.6 Sub-hubco shall perform the Ordered Services so as to co-ordinate with the reasonable satisfaction of Authority's operations on the CLIENT‟s Representative. 2.2.1 The SERVICE PROVIDER shall notify Site and/or in the CLIENT as soon as it becomes aware of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the performance of the Ordered Services or any part thereof Facilities and the SERVICE PROVIDER shall take all necessary steps consistent reasonable care to ensure that it does not interfere with good practice to minimise the delay to the CLIENT. 2.3 In the event that the SERVICE PROVIDER fails due to its Default to fulfil an obligation by the date specified in the Contract for such fulfilment, the SERVICE PROVIDER shall, at the request operations of the CLIENT and without prejudice to the CLIENT's other rights and remedies, arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CLIENT. 2.4 In the event that any obligation of the SERVICE PROVIDER specified in the Contract is delayed as a result of a Default by the CLIENT, then : 2.4.1 the date associated with the relevant obligation(s) as specified in the Contract (and the dates similarly associated with any subsequent obligations specified in the Contract) shall be amended by a period of time equal to the period of such CLIENT Default (or such other period as the parties agree in writing); and 2.4.2 both parties shall use all reasonable endeavours to mitigate the impact of such delay and to recover any resultant delay to the performance of the Ordered Services. 2.5 The SERVICE PROVIDER shall not place or cause to be placed any orders with third parties (including Barristers) or otherwise incur liabilities in the name of the CLIENT without the prior written consent of the CLIENT‟s Representative 2.6 The CLIENT reserves the right to invite competitive quotations and/or place orders elsewhere for other or complementing services during the term of the Contract. The SERVICE PROVIDER shall cooperate to the fullest extent possible with any other contractors appointed to provide such other or complementing services. 2.7 Nothing in the Contract shall have the effect of making the SERVICE PROVIDER Authority or any of its employees or agents the employee of the CLIENTAuthority Party. 2.8 The Contract shall not constitute the parties as partners of each other. 2.9 The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course of the Contract to the CLIENT‟s Representative. Such issues shall include, without limitation, State Aids, employment by or transfer of employees to or from the client. The SERVICE PROVIDER shall not charge for advice given in these areas unless, having referred them to the CLIENT, the CLIENT has expressly requested that the SERVICE PROVIDER carry out such work.

The Services. 2.1 2.1. This Contract governs shall govern the overall relationship of the SERVICE PROVIDER Supplier and the CLIENT Client with respect to the provision of the Ordered Services. 2.2. The CLIENT has ordered Supplier shall provide the Ordered Services and the SERVICE PROVIDER shall provide those Ordered Services meet its responsibilities and obligations hereunder in accordance with the provisions of this ContractSchedule 2 (Ordered Services) and Schedule 3 (Specific Obligations). 2.2 The SERVICE PROVIDER 2.3. Notwithstanding clause 2.1, the Supplier shall perform the Ordered Services to the reasonable agreed satisfaction of the CLIENT‟s Client’s Representative. 2.2.1 2.4. The SERVICE PROVIDER Supplier shall notify the CLIENT Client as soon as it becomes aware of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the performance of the any Ordered Services or any part thereof and the SERVICE PROVIDER Supplier shall take all necessary steps consistent with good practice to obviate and/or minimise the delay to the CLIENTClient. 2.3 2.5. In the event that the SERVICE PROVIDER Supplier fails due to its Default to fulfil fulfill an obligation by the date specified in the Contract any Purchase Order for such fulfilmentfulfillment, the SERVICE PROVIDER Supplier shall, at the request of the CLIENT Client and without prejudice to the CLIENT's Client’s other rights and remedies, arrange all such additional resources as are necessary to fulfil its best efforts, obviate the delay or to fulfill the said obligation as early as practicable thereafter thereafter, at no additional charge to the CLIENTClient. 2.4 2.6. In the event that any obligation of the SERVICE PROVIDER Supplier specified in the Contract is delayed as a result of a Default by the CLIENTClient, then : 2.4.1 the a) The date associated with the relevant obligation(s) as specified in the Contract Purchase Order (and the dates similarly associated with any subsequent obligations specified in the ContractPurchase Order) shall be amended by a period of time equal to the period of such CLIENT Client Default (or such other period as the parties agree in writing); and 2.4.2 both b) Both parties shall use all reasonable endeavours endeavors to obviate and/or mitigate the impact of such delay and to recover any resultant delay to the performance of the Ordered Services. 2.5 The SERVICE PROVIDER shall not place or cause to be placed any orders with third parties (including Barristers) or otherwise incur liabilities in the name of the CLIENT without the prior written consent of the CLIENT‟s Representative 2.6 The CLIENT reserves the right to invite competitive quotations and/or place orders elsewhere for other or complementing services during the term of the Contract2.7. The SERVICE PROVIDER shall cooperate to the fullest extent possible with any other contractors appointed to provide such other or complementing services. 2.7 Nothing in the Contract this document, or any Purchase Order, shall have the effect of making the SERVICE PROVIDER Supplier or any of its the Supplier’s other employees or agents agents, the employee of the CLIENTClient. 2.8 The Contract 2.8. Nothing in this document or any Purchase Order shall not constitute the parties as partners of each other. 2.9 The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course of the Contract to the CLIENT‟s Representative. Such issues shall include, without limitation, State Aids, employment by or transfer of employees to or from the client. The SERVICE PROVIDER shall not charge for advice given in these areas unless, having referred them to the CLIENT, the CLIENT has expressly requested that the SERVICE PROVIDER carry out such work.

The Services. 2.1 This 4.1 The Service Provider shall supply the Services to the Purchaser in accordance with the Contract governs on time and to the overall relationship satisfaction of the SERVICE PROVIDER Purchaser in accordance with the Contract. 4.2 The parties acknowledge that the Services are time sensitive and that on-time Arrival of Prisoners for court appearances, scheduled appointments, or hospital confinements requires immediate attention and response from the Service Provider at the specific time and date. Accordingly, the remedies outlined in Clause 14 may not meet the immediate operational requirement for Prisoner escort or supervision, and the CLIENT with respect Purchaser (or others) may be required, in exceptional circumstances, to temporarily undertake, perform or provide a specific Prisoner escort or supervision activity until Service Provider personnel are made available to undertake the provision activity. Accordingly, in the event that the Service Provider notifies the Purchaser, or the Purchaser otherwise becomes aware, that the Service Provider has failed to or will be unable to execute or perform any part of the Ordered Services. The CLIENT has ordered the Ordered Services and the SERVICE PROVIDER shall provide those Ordered Services , strictly in accordance with the provisions of this the Contract, then, notwithstanding the provisions of Clause 33 and without prejudice to any other right or remedy which the Purchaser may have, the Purchaser may forthwith and without notice to the Service Provider: 4.2.1 Itself carry out any part of the Services which the Service Provider has failed to or will be unable to execute or perform in accordance with the Contract, or have them carried out by other persons; or 4.2.2 Recover from the Service Provider the full sum of the additional costs incurred by the Purchaser (or other persons) arising out of the Service Provider’s inability or failure to perform any part of the Services in accordance with the Contract. The Purchaser will take reasonable steps to mitigate the costs so incurred. 2.2 The SERVICE PROVIDER shall perform 4.2.3 For the Ordered Services avoidance of doubt, the rights conferred in terms of Clauses 4.2.1 and 4.2.2 relate to situations where the reasonable satisfaction of Purchaser, having provided the CLIENT‟s Representative. 2.2.1 The SERVICE PROVIDER shall notify the CLIENT as soon as it becomes aware of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the performance of the Ordered Services or any part thereof and the SERVICE PROVIDER shall take all necessary steps consistent with good practice to minimise the delay to the CLIENT. 2.3 In the event that the SERVICE PROVIDER fails due to its Default to fulfil an obligation by the date specified prior notice in the Contract for such fulfilmentPrisoner Movement activity: a) has been notified or otherwise made aware that the Service Provider has failed to or is unable to facilitate and undertake the required activity; or b) the proposed performance would result in the Prisoner not being collected or arriving late; or c) Service Provider Failure or Default would significantly and/or adversely affect the safety, care or welfare of Prisoners, the SERVICE PROVIDER shall, at the request operations or legal obligations of the CLIENT and without prejudice to the CLIENT's other rights and remedies, arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CLIENTPurchaser or a Criminal Justice Partner. 2.4 In the event that any obligation of the SERVICE PROVIDER specified in the Contract is delayed as a result of a Default by the CLIENT, then : 2.4.1 the date associated with the relevant obligation(s) as specified in the Contract (and the dates similarly associated with any subsequent obligations specified in the Contract) shall be amended by a period of time equal to the period of such CLIENT Default (or such other period as the parties agree in writing); and 2.4.2 both parties shall use all reasonable endeavours to mitigate the impact of such delay and to recover any resultant delay to the performance of the Ordered Services. 2.5 The SERVICE PROVIDER shall not place or cause to be placed any orders with third parties (including Barristers) or otherwise incur liabilities in the name of the CLIENT without the prior written consent of the CLIENT‟s Representative 2.6 The CLIENT reserves the right to invite competitive quotations and/or place orders elsewhere for other or complementing services during the term of the Contract. The SERVICE PROVIDER shall cooperate to the fullest extent possible with any other contractors appointed to provide such other or complementing services. 2.7 Nothing in the Contract shall have the effect of making the SERVICE PROVIDER or any of its employees or agents the employee of the CLIENT. 2.8 The Contract shall not constitute the parties as partners of each other. 2.9 The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course of the Contract to the CLIENT‟s Representative. Such issues shall include, without limitation, State Aids, employment by or transfer of employees to or from the client. The SERVICE PROVIDER shall not charge for advice given in these areas unless, having referred them to the CLIENT, the CLIENT has expressly requested that the SERVICE PROVIDER carry out such work.

The Services. 2.1 This Contract governs 1.1 The Subcontractor will provide [INSERT AS MUCH DETAIL OF THE SERVICES AS POSSIBLE] services to the overall relationship Contractor. Due to the fluctuating nature of the SERVICE PROVIDER work available the scope and extent of the Services will be agreed verbally by the parties from time to time or will be confirmed in written assignment schedules generated by the Contractor or the Contractor’s client. 1.2 Where a written assignment schedule is issued then it will be deemed to be accepted on the earlier of: THIS IS A LEGALLY BINDING DOCUMENT Page 1 of 5 a) The Subcontractor issuing written acceptance of the assignment schedule; or b) Any act by the Subcontractor consistent with fulfilling the assignment schedule. 1.3 The Subcontractor will ensure that the Services are provided to the standard expected by the Contractor and the CLIENT Contractor’s client as well as complying with respect any standards specified in any assignment schedule that is generated from time to time. 1.4 Neither the Contractor nor any other person will or has the right to supervise, direct or control the manner in which the services are provided by the Subcontractor. The Subcontractor (and his Staff) will have discretion as to the methods used to provide the Services whilst always ensuring that the relevant health, safety and site security measures are observed. 1.5 Due to the nature of the Services to be provided the Subcontractor will provide the Services at the site or premises notified to the Subcontractor by the Contractor. The Contractor or the Contractor’s client will retain the control of the site or premises. 1.6 The Subcontractor is responsible for the provision of the Ordered Services under this Contract. The Subcontractor agrees that he is legally responsible for the Services and that he is responsible for ensuring that the relevant insurance policies including, but not limited to, public liability insurance are in place to cover the provision of Services. The CLIENT Subcontractor agrees and accepts that whilst the Contractor has ordered insurance in place to cover its liability for the Ordered Contractor Services this cover does not extend to covering the Subcontractor’s liability for the Services. 1.7 Unless agreed otherwise either verbally or in writing the Subcontractor is not required to provide major tools or equipment for the provision of the Services. For the avoidance of doubt, the Subcontractor will be required to provide their own hand tools and other small equipment required to provide the Services. 1.8 The Subcontractor is responsible for the rectification of any defective work or damage caused by the Subcontractor or the Subcontractor’s Staff. The Contractor will have sole discretion as to whether the Subcontractor rectifies the defective work or whether the Subcontractor is required to bear the cost of another party rectifying the defective work. Where the Subcontractor is required to bear the cost of any rectification then the Subcontractor agrees that the Contractor can deduct the cost of said rectification from any monies owed by the Contractor to the Subcontractor. 1.9 The Subcontractor is responsible for all travelling expenses to and from any location where he has been engaged to provide the Services. 1.10 The Contractor is not obliged to offer any work on any assignment to the Subcontractor at any time and the SERVICE PROVIDER shall provide those Ordered Services Subcontractor is not obliged to accept any work on any assignment at any time. The offer of work by the Contractor does not in accordance any way oblige the Contractor to offer further work or prevent the Contractor from withdrawing work already offered. The acceptance of any work by the Subcontractor does not oblige the Subcontractor to accept any further work or prevent the Subcontractor from withdrawing from work already accepted whether it is before, during or after any particular period of work. 1.11 This Contract is non-exclusive. The Subcontractor is free to work for any other parties concurrently with the provisions of this Contract. 2.2 The SERVICE PROVIDER shall perform the Ordered Services to the reasonable satisfaction of the CLIENT‟s Representative. 2.2.1 The SERVICE PROVIDER shall notify the CLIENT as soon as it becomes aware of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the performance of the Ordered Services or any part thereof and the SERVICE PROVIDER shall take all necessary steps consistent with good practice to minimise the delay to the CLIENT. 2.3 In the event that the SERVICE PROVIDER fails due to its Default to fulfil an obligation by the date specified in the Contract for such fulfilment, the SERVICE PROVIDER shall, at the request of the CLIENT and without prejudice to the CLIENT's other rights and remedies, arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CLIENT. 2.4 In the event that any obligation of the SERVICE PROVIDER specified in the Contract is delayed as a result of a Default by the CLIENT, then : 2.4.1 the date associated with the relevant obligation(s) as specified in the Contract (and the dates similarly associated with any subsequent obligations specified in the Contract) shall be amended by a period of time equal to the period of such CLIENT Default (or such other period as the parties agree in writing); and 2.4.2 both parties shall use all reasonable endeavours to mitigate the impact of such delay and to recover any resultant delay to the performance of the Ordered Services. 2.5 The SERVICE PROVIDER shall not place or cause to be placed any orders with third parties (including Barristers) or otherwise incur liabilities in the name of the CLIENT without the prior written consent of the CLIENT‟s Representative 2.6 The CLIENT reserves the right to invite competitive quotations and/or place orders elsewhere for other or complementing services during the term of the Contract. The SERVICE PROVIDER shall cooperate to the fullest extent possible with any other contractors appointed to provide such other or complementing services. 2.7 Nothing in the Contract shall have the effect of making the SERVICE PROVIDER or any of its employees or agents the employee of the CLIENT. 2.8 The Contract shall not constitute the parties as partners of each other. 2.9 The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course of the Contract to the CLIENT‟s Representative. Such issues shall include, without limitation, State Aids, employment by or transfer of employees to or from the client. The SERVICE PROVIDER shall not charge for advice given in these areas unless, having referred them to the CLIENT, the CLIENT has expressly requested that the SERVICE PROVIDER carry out such work.

The Services. 2.1 This Contract governs shall govern the overall relationship of the SERVICE PROVIDER Supplier and the CLIENT Client with respect to the provision of the Ordered Services. . 2.2 The CLIENT has ordered Supplier shall provide the Ordered Services and the SERVICE PROVIDER shall provide those Ordered Services meet its responsibilities and obligations hereunder in accordance with the provisions of this ContractSchedule 2 (Ordered Services) and Schedule 3 (Specific Obligations). 2.2 The SERVICE PROVIDER 2.3 Notwithstanding clause 2.1, the Supplier shall perform the Ordered Services to the reasonable satisfaction of the CLIENT‟s Client’s Representative. 2.2.1 2.4 The SERVICE PROVIDER Supplier shall notify the CLIENT Client as soon as it becomes aware of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the performance of the any Ordered Services or any part thereof and the SERVICE PROVIDER Supplier shall take all necessary steps consistent with good practice to obviate and/or minimise the delay to the CLIENTClient. 2.3 2.5 In the event that the SERVICE PROVIDER Supplier fails due to its Default to fulfil an obligation by the date specified in the Contract any Purchase Order for such fulfilment, the SERVICE PROVIDER Supplier shall, at the request of the CLIENT Client and without prejudice to the CLIENT's Client’s other rights and remedies, arrange all such additional resources as are necessary to either obviate the delay or to fulfil the said obligation as early as practicable thereafter thereafter, at no additional charge to the CLIENTClient. 2.4 2.6 In the event that any obligation of the SERVICE PROVIDER Supplier specified in the Contract is delayed as a result of a Default by the CLIENTClient, then : 2.4.1 a) the date associated with the relevant obligation(s) as specified in the Contract Purchase Order (and the dates similarly associated with any subsequent obligations specified in the ContractPurchase Order) shall be amended by a period of time equal to the period of such CLIENT Client Default (or such other period as the parties agree in writing); and 2.4.2 b) both parties shall use all reasonable endeavours to obviate and/or mitigate the impact of such delay and to recover any resultant delay to the performance of the Ordered Services. 2.5 The SERVICE PROVIDER shall not place or cause to be placed any orders with third parties (including Barristers) or otherwise incur liabilities in the name of the CLIENT without the prior written consent of the CLIENT‟s Representative 2.6 The CLIENT reserves the right to invite competitive quotations and/or place orders elsewhere for other or complementing services during the term of the Contract. The SERVICE PROVIDER shall cooperate to the fullest extent possible with any other contractors appointed to provide such other or complementing services. 2.7 Nothing in the Contract this document, or any Purchase Order, shall have the effect of making the SERVICE PROVIDER Supplier or any of its the Supplier’s other employees or agents agents, the employee of the CLIENTClient. 2.8 The Contract Nothing in this document or any Purchase Order shall not constitute the parties as partners of each other. 2.9 The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course of the Contract to the CLIENT‟s Representative. Such issues shall include, without limitation, State Aids, employment by or transfer of employees to or from the client. The SERVICE PROVIDER shall not charge for advice given in these areas unless, having referred them to the CLIENT, the CLIENT has expressly requested that the SERVICE PROVIDER carry out such work.

The Services. 2.1 This Contract governs the overall relationship of the SERVICE PROVIDER and the CLIENT CUSTOMER with respect to the provision of the Ordered Services. The CLIENT CUSTOMER has ordered the Ordered Services specified in Schedule 2-2 and the SERVICE PROVIDER shall provide those Ordered Services; if the Ordered Services are to be sold by the SERVICE PROVIDER and purchased by the CUSTOMER; and in accordance with the provisions of this Contract. 2.2 Contract and any other terms and conditions as are agreed between the CUSTOMER and the SERVICE PROVIDER and any other terms and conditions as may be agreed between the CUSTOMER any third party (if any) if the Ordered Services are to be leased to the CUSTOMER by a third party and in this regard the CUSTOMER shall inform the SERVICE PROVIDER of the terms and conditions of any such third party leasing contract that it shall be expected to comply with. For the avoidance of doubt, the Ordered Services could include any lease of rights to use underlying infrastructure. The SERVICE PROVIDER shall perform provide the Ordered Services in accordance with any agreed timetable and implementation plan as may be set out in Schedule 2-15 and in accordance with the relevant Service Levels at all times throughout the duration of this Contract. Failure to meet the reasonable satisfaction Service Levels or the agreed timetable and implementation plan shall be remedied in accordance with the provisions of Schedule 2-2 and 2-15 respectively. In the provision of the CLIENT‟s Representative. 2.2.1 The Ordered Services, should the SERVICE PROVIDER shall notify the CLIENT as soon as it becomes become aware of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the any breach in its performance of the Ordered Services or any part thereof and the SERVICE PROVIDER shall take all necessary steps consistent with good practice to minimise the delay to the CLIENT. 2.3 In the event that the SERVICE PROVIDER fails due to its Default to fulfil an obligation by the date specified in the Contract for such fulfilmentServices, the SERVICE PROVIDER shall, where such breach is capable of remedy, at the request of the CLIENT and without prejudice to the CLIENT's other rights and remedies, arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CLIENT. 2.4 In the event that any obligation of the SERVICE PROVIDER specified in the Contract is delayed as a result of a Default by the CLIENT, then : 2.4.1 the date associated with the relevant obligation(s) as specified in the Contract (and the dates similarly associated with any subsequent obligations specified in the Contract) shall be amended by a period of time equal to the period of such CLIENT Default (or such other period as the parties agree in writing); and 2.4.2 both parties shall its own expense use all reasonable endeavours to mitigate remedy the impact of such delay and same as soon as is reasonably practicable. The SERVICE PROVIDER accepts responsibility for damage, shortage or loss in transit to recover any resultant delay to Equipment provided by the performance SERVICE PROVIDER as part of the Ordered Services. 2.5 The Services if: the same is notified to the SERVICE PROVIDER shall not place or cause to be placed any orders with third parties within three (including Barristers3) or otherwise incur liabilities in the name Working Days of receipt of the CLIENT without Equipment by the prior written consent of CUSTOMER; and the CLIENT‟s Representative 2.6 The CLIENT reserves Equipment has been handled by the right CUSTOMER in accordance with the SERVICE PROVIDER’s instructions. Where the SERVICE PROVIDER accepts responsibility under Clause 2.4 it shall, at its sole option, replace or repair the Equipment (or part thereof) which have been proven to invite competitive quotations and/or place orders elsewhere for other the SERVICE PROVIDER’s reasonable satisfaction, to have been lost or complementing services during the term of the Contractdamaged in transit. The SERVICE PROVIDER shall cooperate provide the Ordered Services to the fullest extent possible with any other contractors appointed to provide such other or complementing services. 2.7 Nothing in agreed Service Levels unless the Contract parties shall have previously agreed in writing through their authorised representatives that they shall be suspended during such period or periods of agreed outage for maintenance purposes. All such outage shall only be by way of such written agreement whether or not the effect of making maintenance is planned or unplanned save where an emergency occurs which presents an immediate material adverse impact to the Services if maintenance is not commenced whereupon notification alone shall suffice if the SERVICE PROVIDER or any of its employees or agents having made prior reasonable efforts to do so, shall have been unable to contact the employee of the CLIENT. 2.8 The Contract shall not constitute the parties as partners of each other. 2.9 The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course of the Contract to the CLIENT‟s Representative. Such issues shall include, without limitation, State Aids, employment by or transfer of employees to or from the clientCUSTOMER’s authorised representative. The SERVICE PROVIDER shall not charge be responsible for advice given in these areas unlessthe transit of voice calls or data, having referred them as applicable, from the network access point at which they are received, across any network used by it to deliver the Ordered Services and to the CLIENT, network termination point at which any such call or data is intended by the CLIENT has expressly requested that sender to be received. Where applicable to the Ordered Services the SERVICE PROVIDER carry out undertakes that the telecommunication system used to provide the Ordered Services shall be secure from unauthorised access or modification within the meaning of the Computer Xxxxxx Xxx 0000, for the type of communications being carried across it. If the Ordered Services cover the Enhanced Government Telephony Service then the SERVICE PROVIDER shall ensure that such workservice shall include the passing of full Caller Line Identity. Where applicable to the Ordered Services, the SERVICE PROVIDER shall ensure that access to the Ordered Services by its Sub-Contractors shall be mediated by firewalls and similar measures so as to maintain a strict separation between any domain in which any aspect of the Ordered Services is provided by a Sub-Contractor from any other domain relating to the Ordered Services. Where applicable to the Ordered Services and if requested by the CUSTOMER the SERVICE PROVIDER shall ensure that the Ordered Services are covered by a business continuity and disaster recovery plan.

The Services. 2.1 This Contract governs You acknowledge and agree that in order for you to become a mentor and provide the overall relationship relevant Mentoring Services under the terms of the SERVICE PROVIDER this Agreement, you must complete a “Ment”.oTrheiMnengtorinAg pAppplliciaticonawtillithoennundergo review by members of a panel appointed by CIMA and the CLIENT with respect to the provision of the Ordered Services. The CLIENT has ordered the Ordered Services and the SERVICE PROVIDER shall provide those Ordered Services in accordance with such criteria and/or other information as such panel, acting reasonably, deems relevant and appropriate. Accordingly, we reserve the provisions of this Contractright to refuse membership to the AICPA & CIMA Mentoring Programme to any person and we may undertake due diligence investigations which may include verifying your qualifications and/or experience. 2.2 The SERVICE PROVIDER shall Once a mentor has been approved to join the AICPA & CIMA Mentoring Programme, the CIMA panel will be tasked with pairing the Mentor with the relevant Mentee(s), however other than facilitating the introduction of the parties for the purposes of the Mentoring Services, CIMA is not otherwise involved or responsible for the delivery of the Mentoring Services itself and has no responsibility over the standard or quality of such services. As such, you acknowledge and agree that if you apply to be a Mentor under the AICPA & CIMA Mentoring Programme and we accept your application: 2.2.1 You are bound by the terms and conditions herein; 2.2.2 You are strictly prohibited from referring to yourself as “accredited” by or otherwise holding yourself out to be or making any statement or implication to the same or similar effect. Any breach by you of this clause will be deemed to a material breach of this Agreement and CIMA will be entitled to revoke your membership to the AICPA & CIMA Mentoring Programme and terminate the Agreement with immediate effect without liability. 2.3.1 Provide the Mentoring Services and CIMA Services (as the case may be) using reasonable skill and care and as described in the Mentoring Agreement Contract Summary; 2.3.3 Provide the other Party with the necessary information, support and/or materials reasonably required in order for such other Party to be able to perform the Ordered Services to the reasonable satisfaction of the CLIENT‟s Representativeapplicable Services. 2.2.1 The SERVICE PROVIDER shall notify the CLIENT as soon as it becomes aware of an event occurring or which it believes is likely to occur which will cause material delay to or materially impede the performance of the Ordered Services or any part thereof and the SERVICE PROVIDER shall take all necessary steps consistent with good practice to minimise the delay to the CLIENT. 2.3 In the event that the SERVICE PROVIDER fails due to its Default to fulfil an obligation by the date specified in the Contract for such fulfilment, the SERVICE PROVIDER shall, at the request of the CLIENT and without 2.4 Without prejudice to the CLIENT's other rights and remediesforegoing, arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CLIENT. 2.4 In the event that any obligation of the SERVICE PROVIDER specified in the Contract is delayed as a result of a Default by the CLIENT, then Mentor also agrees: 2.4.1 To comply with such CIMA policies, instructions or guidelines as CIMA may notify to you in writing from time to time and deem to be relevant to the date associated Agreement, including our Safeguarding Policy. 2.4.2 To provide Mentees with the relevant obligation(s) as specified in necessary professionalism, guidance and support at all times; 2.4.3 To work diligently to protect and promote the Contract (and interests of the dates similarly associated with any subsequent obligations specified in the Contract) shall be amended by a period of time equal to the period of such CLIENT Default (or such other period as the parties agree in writing)Mentees at all times; and 2.4.2 both parties shall use all reasonable endeavours 2.4.4 Not to mitigate engage in any conduct detrimental to or which may otherwise bring CIMA or the impact CIMA Group into disrepute. For the purposes of such delay and to recover any resultant delay to this Agreement “CIMA Group”means CIMA, the performance American Institute of Certified Public Accountants, the Ordered Services. 2.5 The SERVICE PROVIDER shall not place or cause to be placed any orders with third parties Association of International Certified Professional Accountants (including Barristers) or otherwise incur liabilities a non-profit corporation in the name District of the CLIENT without the prior written consent Columbia, United States) and any subsidiary, subsidiary undertaking, holding company or parent undertaking of the CLIENT‟s Representative 2.6 The CLIENT reserves the right any such entity from time to invite competitive quotations and/or place orders elsewhere for other or complementing services during the term of the Contracttime. The SERVICE PROVIDER shall cooperate to the fullest extent possible with any other contractors appointed to provide such other or complementing services. 2.7 Nothing in the Contract shall “Holding c andub“ssidiary” have the effect of making the SERVICE PROVIDER or any of its employees or agents the employee of the CLIENT. 2.8 The Contract shall not constitute the parties as partners of each other. 2.9 The SERVICE PROVIDER shall refer any public law and/or Government policy issues which may arise during the course of the Contract to the CLIENT‟s Representative. Such issues shall include, without limitation, State Aids, employment by or transfer of employees to or from the client. The SERVICE PROVIDER shall not charge for advice meanings given in these areas unless, having referred them to the CLIENT, the CLIENT has expressly requested that the SERVICE PROVIDER carry out such work2006 and “parent undertaking” and “sub meanings given in section 1162 Companies Act 2006.