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GCHQ-Endace contract terms March 2011

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Agreement No: 4128659 UNCLASSIFIED Government Communications Headquarters - and Endace Europe Ltd AGREEMENT COVERING PROVISION OF ENDACE EQUIPMENT AND ASSOCIATED SUPPORT SERVICES Government Communications Headquarters Hubble Road Cheltenham Gloucestershire GL51 0EX 1 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED FORM OF AGREEMENT st This AGREEMENT is made on the 31 December 2007. BETWEEN: (1) The Secretary of State for Foreign and Commonwealth Affairs (Acting through the Government Communications Headquarters, GCHQ) of Hubble Road, Cheltenham, Gloucestershire GL51 0EX, England ("the AUTHORITY"); and (2) Endace Europe Ltd whose registered office is at Squires House, 205a High Street, West Wickham, Kent, United Kingdomat 35 Hills Road, Cambridge, CB2 1NT, United Kingdom and whose registered number is 4834114 ("the CONTRACTOR"). WHEREAS: (a) The AUTHORITY has selected the CONTRACTOR to supply the System and the Services and the CONTRACTOR undertakes to supply the same on the terms set out below; and (b) The AUTHORITY’s facilities at Hubble Road, Cheltenham are managed and operated by IAS plc under a private finance initiative contract. 2 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED General Terms and Conditions of Contract Contents A. General Provisions A1 A2 A3 A4 A5 A6 A7 A8 A9 A10 A11 Definitions and Interpretations Entire Agreement Scope of Contract Notices Not Used AUTHORITY Property Mistakes in Information Conflicts of Interest Fraud Contract Period Contractor’s Obligations B. Statutory Obligations and Regulations B1 B2 B3 B4 B5 Prevention of Corruption Discrimination The Contracts (Rights of Third Parties) Act 1999 Environmental Requirements Health and Safety C. Protection of Information C1 C2 C3 C4 C5 C6 C7 C8 C9 Data Protection Act Official Secrets Acts 1911, 1989, Section 182 of the Finance Act 1989. Confidentiality Publicity, Media and Official Enquiries Security Contractor’s Staff Intellectual Property Rights Audit and the National Audit Office Freedom Of Information D. Control of the Contract D1 D2 D3 D4 D5 D6 D7 D8 D9 Assignment and Sub-Contracting Waiver Variation Severability Remedies Cumulative Monitoring of Contract Performance Possible Extension of Contract Period Time of performance Novation E. Payment and Contract Price E1 E2 E3 E4 Contract Price Payment and Tax Recovery of sums due Price adjustment on extension of Contract Period 3 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED E5 E6 Euro Not Used F. Liabilities F1 F2 Indemnity and Insurance Warranties and Representations G. Default, Disruption and Termination G1 G2 G3 G4 G5 G6 G7 G8 Termination on change of control and insolvency Termination on Default Break Consequences of Termination Disruption Recovery upon Termination Force Majeure Not Used H. Disputes and Law H1 H2 Governing Law Dispute/Resolution Specific Terms and Conditions of Contract for Goods SG1 SG2 SG3 SG4 SG5 SG6 SG7 SG8 SG9 SG10 SG11 SG12 The Specification The Goods Delivery Not Used Property and Risk Damage in Transit Inspection, Rejection and Guarantee Variation of the Requirement Labelling and Packaging Training Not Used Not Used Specific Terms and Conditions of Contract for Services SS1 SS2 SS3 SS4 SS5 SS6 SS7 SS8 SS9 SS10 SS11 SS12 SS13 The Services Contractor’s Status (Principal) Manner of Carrying Out the Services Standard of Work Remedies in the event of inadequate performance Variation of the Service Contractor’s Staff Not Used Licence to occupy AUTHORITY’s Premises Offers of Employment Security of Confidential Information Professional Indemnity Not Used Schedules 1 2 3 Pricing Specification Security Measures 4 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED 4 5 6 7 8 License Agreement Contract Management Key Representatives Dispute Resolution Change Control 5 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED A. GENERAL PROVISIONS A1 Definitions and Interpretations A1.1 Definitions In these Conditions: “Approval” and “Approved” “Article” "AUTHORITY" “AUTHORITY Property” “Change” “Commencement Date” “Condition” “Confidential Information” "Contract" "Commercial Manager" “Contract Period” "Contract Price" “Contracting AUTHORITY” "Contractor" “Contractor’s Representative” “Default” “Equipment” “GCHQ” "Goods" means the written consent of the AUTHORITY’s Commercial Manager named in Clause A4.3. means any goods or services due to be delivered under the contract. means GCHQ and includes, but is not limited to, the Commercial Manager. means any property, other than buildings and land property, issued or made available to the Contractor by the AUTHORITY in connection with the Contract. Means any amendment or variation of the Agreement, effected in accordance with the Change Control Procedure at Schedule 12. means 1 January 2008. means a condition within the Contract. means all information designated as such by either party and all other information which relates to the business, affairs, properties, assets, trading practices, Goods, Services, developments, trade secrets, know-how, personnel, customers and suppliers of either Party which may reasonably be regarded as the confidential information of the disclosing Party. means the agreement and schedules between the AUTHORITY and the Contractor consisting of these Conditions, the Specification. means the person for the time being appointed by the AUTHORITY as being authorised to administer the Contract on behalf of the AUTHORITY or such person as may be nominated by the Commercial Manager to act on its behalf. means the period of duration of the Contract in accordance with Condition A10. means the price exclusive of any applicable Tax, payable to the Contractor by the AUTHORITY under the Contract, as set out in Schedule 1 (Pricing), for the full and proper performance by the Contractor of its part of the Contract as determined under the Conditions of the Contract but before taking into account the effect of any adjustment of price. means any UK contracting authority as defined in Regulation 3(1) of the Public Services Contracts Regulations 1993 and Regulation 3(1) of the Public Supply Contracts Regulations 1995. means Endace Europe Ltd with whom the AUTHORITY enters into this Contract. means the individual authorised to act on behalf of the Contractor for the purposes of the Contract. means any material breach of the obligations of either Party (including but not limited to fundamental breach or breach of a fundamental term) or any default, act, omission, negligence or statement of either Party, its employees, agents or sub-contractors in connection with or in relation to the subject matter of the Contract and in respect of which such Party is liable to the other. means the Contractor’s equipment, plant, materials, etc. used in the performance of its obligations under the Contract. means Government Communications Headquarters. means any such goods as are to be supplied by the Contractor (or by the Contractor’s Sub-Contractor) under the Contract as 6 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED “Invitation to Tender” “Intellectual Property Rights” “Month” “Party” "Premises" “Pricing Schedule” "Services" “Specification” “Staff” “Tender” “Tax” A1.2 specified in the Specification. means an invitation for contractors to bid for the Goods or Services required by the AUTHORITY. means patents, inventions, trade marks, service marks, logos, design rights (whether registerable or otherwise), applications for any of the foregoing, copyright, database rights, domain names, trade or business names, moral rights and other similar rights or obligations whether registerable or not in any country (including but not limited to the United Kingdom) and the right to sue for passing off means calendar month. means a party to this Contract and “Parties” shall be construed accordingly. means the location where the Goods are to be delivered and/or the Services are to be performed, as specified in the Specification. means Schedule 1, which contains details of the Contract Price. means the services to be provided as specified in the Specification and shall, where the context so admits, include any materials, articles or Goods to be supplied thereunder. means the description of the Goods or Services to be provided under the Contract and attached as Schedule 2 (Specification). means all persons employed by the Contractor to perform the Contract together with the Contractor's servants, agents and subcontractors used in the performance of the Contract. means the Contractor’s tender response to the Invitation to Tender. means Value Added Tax, customs duties and any other taxes or duties. Interpretation The interpretation and construction of this Contract shall be subject to the following provisions: The terms and expressions set out in A1.1 shall have the meanings ascribed therein; Words importing the singular meaning include where the context so admits the plural meaning and vice versa; Words importing the masculine includes the feminine and the neuter; Reference to a Condition is a reference to the whole of that Condition unless stated otherwise; Reference to a Clause is a reference to a paragraph within a Condition unless stated otherwise; References to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent enactment, modification, order, regulation or instrument as subsequently amended or reenacted; References to any person shall include natural persons and partnerships, firms and other incorporated bodies and all other legal persons of whatever kind and however constituted; Headings are included in this Contract for ease of reference only and shall not affect the interpretation or construction of this Contract. 7 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED A2 Entire Agreement A2.1 The Contract constitutes the entire agreement between the Parties relating to the subject matter of the Contract. The Contract supersedes all prior negotiations, representations and undertakings, whether written or oral, except that this Clause shall not exclude liability in respect of any fraudulent misrepresentation. A2.2 In the event and only to the extent of any conflict between the Specification, and other documents, the order of precedence shall be Security Schedules 3 and 3.1, these Conditions, the Specification Schedule 2, remaining schedules. A3 Scope of Contract A3.1 Nothing in the Contract shall be construed as creating a partnership, a contract of employment or a relationship of principal and agent between the AUTHORITY and the Contractor. A4 Notices A4.1 Except as otherwise expressly provided within the Contract, no notice or other communication from one Party to the other shall have any validity under the Contract unless made in writing by or on behalf of the Party concerned. A4.2 Any notice or other communication which is to be given by either Party to the other shall be given by letter (sent by hand, post, registered post or by the recorded delivery service), by facsimile transmission or electronic mail (confirmed in either case by letter). Such letters shall be addressed to the other Party in the manner referred to in Clause A4.3. Provided the relevant communication is not returned as undelivered, the notice or communication shall be deemed to have been given 2 working days after the day on which the letter was posted, or four hours, in the case of electronic mail or facsimile transmission or sooner where the other Party acknowledges receipt of such letters, facsimile transmission or item of electronic mail. A4.3 For the purposes of Clause A4.2, the address of each Party shall be: a) For the AUTHORITY (Commercial Officer): GCHQ Hubble Road Cheltenham GL51 0EX For the attention of: Tel: Email: Fax: b) For the Contractor (Contractors Representative): Endace Europe Limited 35 Hills Road, Cambridge, CB2 1NT, United Kingdom For the attention of: Group Legal Counsel Tel: +64 9 262 7260 Fax: +64 9 262 7261 Email: @endace.com CC: @endace.com A4.4 Either Party may change its address for service by notice in accordance with this Condition. A5 Not Used A6 AUTHORITY Property 8 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED A6.1 Where the AUTHORITY for the purpose of the Contract issues AUTHORITY Property free of charge to the Contractor such Property shall be and remain the property of the AUTHORITY. The Contractor shall not in any circumstances have a lien on the AUTHORITY Property and the Contractor shall take all reasonable steps to ensure that the title of the AUTHORITY to such AUTHORITY Property and the exclusion of any such lien are brought to the notice of all sub-contractors and other persons dealing with the Contract. A6.2 Any AUTHORITY Property made available or otherwise received by the Contractor shall be deemed to be in good condition when received by or on behalf of the Contractor unless the Contractor notifies the AUTHORITY otherwise within seven days of receipt. A6.3 The Contractor shall maintain all AUTHORITY Property in good order and condition and shall use AUTHORITY Property solely in connection with the Contract and for no other purpose without prior Approval. A6.4 The Contractor shall notify the Commercial Manager of any surplus AUTHORITY Property remaining after completion of the Contract and shall dispose of it as the AUTHORITY may direct. Waste of such AUTHORITY Property arising from bad workmanship or negligence of the Contractor or any of the Contractor's employees, servants, agents, suppliers or sub-contractors shall be made good at the Contractor's expense. Without prejudice to any other rights of the AUTHORITY, the Contractor shall deliver up AUTHORITY Property whether processed or not to the AUTHORITY on demand. A6.5 The Contractor shall ensure the security of all AUTHORITY Property, whilst in the Contractor’s possession, either on its premises or elsewhere during the performance of the Contract, in accordance with the AUTHORITY’s reasonable security requirements from time to time. A6.6 The Contractor shall be liable for any and all loss of or damage to any AUTHORITY Property, unless the Contractor is able to demonstrate that such loss or damage was caused by the negligence or default of the AUTHORITY. The Contractor's liability set out in this Clause shall be reduced to the extent that such loss or damage was contributed to by the negligence or default of the AUTHORITY. The Contractor shall forthwith inform the Commercial Manager of any defects appearing in or losses or damage occurring to AUTHORITY Property made available for the purposes of the Contract. A7 Mistakes in Information A7.1 The Contractor shall be responsible for the accuracy of all drawings, documentation and information supplied to the AUTHORITY. A8 Conflicts of Interest A8.1 The Contractor shall take appropriate steps to ensure that neither the Contractor nor any employee, servant, agent, supplier or sub-contractor is placed in a position where there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Contractor or such persons and the duties owed to the AUTHORITY under the provisions of the Contract. The Contractor will disclose to the AUTHORITY full particulars of any such conflict of interest which may arise. A8.2 The provisions of this Condition shall apply during the continuance of this Contract and indefinitely after termination. A9 Fraud A9.1 The Contractor shall safeguard the AUTHORITY’s funding of the Contract against fraud generally and, in particular, fraud on the part of the Staff, or the Contractor’s directors and suppliers. The Contractor shall notify the AUTHORITY immediately if it has reason to suspect that any fraud has occurred or is occurring or is likely to occur. A10 Contract Period 9 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED A10.1 The Contract shall take effect on the Commencement Date and shall expire automatically on the third anniversary of the Commencement Date unless it is otherwise terminated in accordance with these Conditions, or otherwise lawfully terminated, or extended under Condition D7. A11 Contractor’s Obligations A11.1 The Contractor shall perform its obligations under the Contract in accordance with these Conditions. B. STATUTORY OBLIGATIONS AND REGULATIONS B1 Prevention of Corruption B1.1 The Contractor shall not offer or give, or agree to give, to any employee, agent, servant or representative of the AUTHORITY any gift or consideration of any kind as an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of this Contract or any other contract with the Crown, or for showing or refraining from showing favour or disfavour to any person in relation to this Contract or any such contract. The attention of the Contractor is drawn to the criminal offences under the Prevention of Corruption Acts 1889 to 1916. B1.2 The Contractor shall not enter into this Contract if in connection with it commission has been paid or is agreed to be paid to any employee or representative of the AUTHORITY by the Contractor or on the Contractor’s behalf, unless before this Contract is made particulars of any such commission and of the terms and conditions of any agreement for the payment thereof have been disclosed in writing to the AUTHORITY. B1.3 Where the Contractor or Contractor's employees, servants, sub-contractors, suppliers or agents or anyone acting on the Contractor's behalf, commit such an offence in relation to this or any other contract with the Crown, the AUTHORITY has the right to: B1.4 (a) terminate the Contract and recover from the Contractor the amount of any direct loss suffered by the AUTHORITY resulting from the termination; (b) recover from the Contractor the amount or value of any such gift, consideration or commission; and (c) recover in full from the Contractor any other direct loss sustained by the AUTHORITY in consequence of any breach of this Condition, whether or not the Contract has been terminated. In exercising its rights or remedies under this Condition, the AUTHORITY shall: (a) act in a reasonable and proportionate manner having regard to such gravity of, and the identity of the person performing the prohibited act; matters as the (b) give all due consideration, where appropriate, to action other than termination of the Contract. B2 Discrimination B2.1 The Contractor shall not unlawfully discriminate within the meaning and scope of any law, enactment, order, or regulation relating to discrimination (whether in race, gender, religion, disability, sexual orientation or otherwise) in employment. B2.2 The Contractor shall take all reasonable steps to secure the observance of Clause B2.1 by all servants, employees or agents of the Contractor and all suppliers and sub-contractors employed in the execution of the Contract. B3 The Contracts (Rights of Third Parties) Act 1999 B3.1 No person who is not a Party to the Contract (including without limitation any employee, officer, agent, representative, or sub-contractor of either the AUTHORITY or the Contractor) shall have any right to 10 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED enforce any term of the Contract, which expressly or by implication, confers a benefit on him without the prior agreement in writing of both Parties, which agreement should specifically refer to this Condition B3. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act and does not apply to the Crown. B4 Environmental Requirements B4.1 The Contractor shall, when working on the AUTHORITY’s Premises, perform the Contract in accordance with the AUTHORITY’s environmental policy, which is to conserve energy, water, wood, paper and other resources, reduce waste and phase out the use of ozone depleting substances and minimise the release of greenhouse gases, volatile organic compounds and other substances damaging to health and the environment. B5 Health and Safety B5.1 The Contractor shall promptly notify the AUTHORITY of any health and safety hazards which may arise in connection with the performance of the Contract. B5.2 The AUTHORITY shall promptly notify the Contractor of any health and safety hazards which may exist or arise at the AUTHORITY’s Premises and which may affect the Contractor in the performance of the Contract. B5.3 While on the AUTHORITY’s Premises, the Contractor shall comply with any health and safety measures implemented by the AUTHORITY in respect of Staff and other persons working on those Premises. B5.4 The Contractor shall notify the AUTHORITY immediately in the event of any incident occurring in the performance of the Contract on the AUTHORITY’s Premises where that incident causes any personal injury or damage to property which could give rise to personal injury. B5.5 The Contractor shall take all necessary measures to comply with the requirements of the Health and Safety at Work etc. Act 1974 and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to Staff and other persons working on the Premises in the performance of the Contract. B5.6 The Contractor shall ensure that its health and safety policy statement (as required by the Health and Safety at Work etc Act 1974) is made available to the AUTHORITY on request. C PROTECTION OF INFORMATION C1 Data Protection Act C1.1 The Contractor shall be registered under the Data Protection Act 1998 ("DPA") (if required under the DPA) and both Parties will duly observe all their obligations under the DPA which arise in connection with the Contract and the Contractor shall procure that any of its Staff involved in the provision of this Contract) comply with the DPA. C1.2 Notwithstanding the general obligation in Clause C1.1, where the Contractor is processing personal data (as defined by the DPA) as a data processor for the AUTHORITY (as defined by the DPA) the Contractor shall ensure that it has in place appropriate technical and organisational measures to ensure the security of the personal data (and to guard against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to, the personal data), as required under the Seventh Data Protection Principle in Schedule 1 to the DPA; a) provide the AUTHORITY with such information as the AUTHORITY may reasonably require to satisfy itself that the Contractor is complying with its obligations under the DPA; b) promptly notify the AUTHORITY of any breach of the security measures required to be put in place pursuant to Clause C1.2; and 11 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED c) ensure that it does nothing knowingly or negligently which places the AUTHORITY in breach of the AUTHORITY’s obligations under the DPA. The Parties do not envisage that the Contractor will process personal data as a data processor for the AUTHORITY under this Contract. C1.3 The provisions of this Condition shall apply during the continuance of this Contract and indefinitely after its expiry or termination. C2 Official Secrets Acts 1911 to 1989, Section 182 of the Finance Acts 1989 C2.1 To the extent applicable to this Contract, the Contractor undertakes to abide by, and ensure that its Staff abide by the provisions of:(a) the Official Secrets Acts 1911 to 1989; and (b) Section 182 of the Finance Act 1989. C2.2 In the event that the Contractor and its Staff fail to comply with this Condition, the AUTHORITY reserves the right to terminate the Contract by giving notice in writing to the Contractor. C2.3 The provisions of Clause C2.1 shall apply during the continuance of the Contract and indefinitely after its expiry or termination. C3 Confidentiality C3.1 Without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information (i) the Contractor acknowledges that any Confidential Information obtained from or relating to the Crown, its servants or agents, is the property of the Crown and (ii) the AUTHORITY acknowledges that any Confidential Information obtained from or relating to the Contractor, its servants or agents, is the property of the Contractor. C3.2 Each Party:(a) shall treat all Confidential Information as secret and confidential and safeguard it accordingly ; (b) shall not disclose any Confidential Information to any third party without the prior written consent of the other Party, except to such persons and to such extent as may be necessary for the performance of the Contract: (c) shall not use any Confidential Information otherwise than for the purposes of the Contract. (d) is given only to such of the Staff and professional advisors or consultants engaged to advise it in connection with the Contract as is strictly necessary for the performance of the Contract and then only to the extent necessary for each member of Staff’s or such professionals advisors' or consultants' activities in the performance of the Contract; (e) is treated as confidential and not disclosed (without prior Approval) or used by any Staff or such professional advisors or consultants' otherwise than for the purposes of the Contract; and (f) shall not undertake or have undertaken any disassembly or reverse engineering of any Article (where these expressions are given the widest possible meaning). C3.4 Where it is considered necessary in the opinion of the AUTHORITY, the Contractor shall ensure that Staff or such professional advisors or consultants sign a confidentiality undertaking before commencing work in connection with the Contract. C3.5 The provisions of C3.2 and C3.3 above shall not apply to any information:(a) which is or becomes public knowledge (otherwise than by breach of this Condition); or 12 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED C3.6 (b) which is in the possession of the Party concerned, without restriction as to its disclosure, before receiving it from the disclosing Party; or (c) which is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or (d) is independently developed without access to, or knowledge of, the Confidential Information. Nothing in this Condition shall prevent the AUTHORITY:(a) and the Contractor from disclosing any Confidential Information which is required to be disclosed by an order of court or other tribunal or required to be disclosed in accordance with any law, statute, proclamation, by-law, directive, decision, regulation, rule, order, notice, rule of court, delegated or subordinate legislation provided that (i) the disclosing Party gives the other Party notice of such order as soon as reasonably practicable and (ii) provides reasonable cooperation and assistance in opposing such order if requested by the other party at the requesting party’s expense; or (b) disclosing any information for the purpose of:- (c) (i) the examination and certification of the AUTHORITY’s accounts; or (ii) any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the AUTHORITY has used its resources; or disclosing any information obtained from the Contractor:i) to any other department, office or agency of the Crown strictly necessary for the purposes of this Contract; or ii) to any person engaged in providing any services to the AUTHORITY for any purpose relating to or ancillary to the Contract or for the purposes of managing the AUTHORITYs corporate information system; (c) provided that in disclosing information under sub-paragraph (c) (i) or (ii) the AUTHORITY discloses only the information which is necessary for the purpose concerned and requires that the information is treated in confidence and that a confidentiality undertaking is given where appropriate. C3.7 Nothing in this Condition shall prevent either Party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business, to the extent that this does not result in a disclosure of Confidential Information or an infringement of Intellectual Property Rights. C3.8 For the purposes of this contract all information provided by the AUTHORITY to the Contractor whether in writing or verbally is classified as Confidential. C3.9 In the event that the Contractor fails to comply with this Condition, the AUTHORITY reserves the right to terminate the Contract by notice in writing with immediate effect. C3.10 The provisions of this Clause shall be considered material to the contract and breach will permit the AUTHORITY to terminate the Contract in accordance with Condition G2. C3.11 The obligations imposed by this Condition shall apply during the continuance of this Contract and indefinitely after its expiry or termination. C4 Publicity, Media and Official Enquiries 13 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED C4.1 Except with the written consent of the other Party, neither Party shall make any press announcements or publicise the Contract or any part thereof in any way. C4.2 Both Parties shall take all reasonable steps to ensure the observance of the provisions of Clause C4.1 by all their servants, employees, agents, professional advisors and consultants. The Contractor shall take all reasonable steps to ensure the observance of the provisions of Clause C4.1 by its subcontractors. C4.3 In the event that the Contractor enters into a sub-contract the Contractor shall ensure that a similar Condition is included in the Contract prohibiting publication of the Contract without the written permission of the Contractor, which shall not be given without the written authority of the AUTHORITY. C4.4 The provisions of this Condition shall apply during the continuance of this Contract and indefinitely after its expiry or termination. C4.5 The provisions of this Clause are material to the contract and breach will allow the AUTHORITY to Terminate the Contract in accordance with Condition G2. C5 Security C5.1 The Contractor shall adhere to the security requirements as set out in Schedules 3 and 3.1 of this Contract. C5.2 The provisions of this Condition and Schedules 3 shall apply throughout the life of this Contract and indefinitely after its expiry or termination. C5.3 The provisions of this Clause are material to the contract and breach will allow the AUTHORITY to Terminate the Contract in accordance with Condition G2. C6 Contractor’s Staff C6.1 The AUTHORITY reserves the right under this Contract to refuse to admit to, or to withdraw permission to remain on, any premises occupied by or on behalf of the Crown: a) any member of the Staff; or (b) any person employed or engaged by a sub-contractor, agent or servant of the Contractor whose admission or continued presence would be, in the opinion of the AUTHORITY, undesirable. C6.2 If and when directed by the AUTHORITY, the Contractor shall provide a list of the names and addresses of all persons who it is expected may require admission in connection with the Contract to any premises occupied by or on behalf of the Crown, specifying the capacities in which they are concerned with the Contract and giving such other particulars as the AUTHORITY may reasonably desire. C6.3 If and when directed by the AUTHORITY, the Contractor shall secure that any person employed or engaged by the Contractor or by a sub-contractor, who is specified in the direction or is one of a class of persons who may be so specified, shall sign a statement that he understands that the Official Secrets Acts 1911 to 1989 apply to him both during the term of and expiry or termination of this Contract. C6.4 The Contractor’s Staff, engaged within the boundaries of a Government establishment, shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force from time to time for the conduct of personnel when at that establishment and when outside that establishment. C6.5 If the Contractor shall fail to comply with Clause C6.2 above the AUTHORITY (whose decision shall be final and conclusive) may decide that such failure is prejudicial to the interests of the State and if the Contractor does not comply with the provisions of Clause C6.2 within a reasonable time of written notice from the AUTHORITY so to do then the AUTHORITY may terminate the Contract provided 14 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED 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 AUTHORITY. C6.6 The decision of the AUTHORITY as to whether any person is to be refused access to any premises occupied by or on behalf of the Crown and as to whether the Contractor has failed to comply with Clause C6.2 shall be final and conclusive. C7 Intellectual Property Rights C7.1 It shall be a condition of the Contract that, except in the circumstances specified in C7.9, the Goods and/or Services will not infringe any Intellectual Property Rights of any third party and the Contractor shall fully indemnify and keep indemnified the AUTHORITY and the Crown against all actions, suits, claims, demands, losses, charges, costs and expenses which be assessed by final judgments against the AUTHORITY or the Crown as a result of or in connection with any breach of this Condition. C7.2 The Contractor shall only utilise any material, in relation to the performance of the Contract, which is or may be subject to any third party Intellectual Property Rights that has been identified in the Schedule 7. The Contractor shall be solely responsible for procuring that the owner of the rights grants to the AUTHORITY a non-exclusive licence or, if itself a licensee of those rights, shall grant to the AUTHORITY an authorised sub-licence to use the material for the purposes of this Contract subject to such rights. Such licence shall be perpetual and irrevocable (excluding material breach) and shall be granted at no cost to the AUTHORITY. C7.3 The Contractor hereby grants to the AUTHORITY a non-exclusive licence to use, reproduce, modify, adapt and enhance the documentation which is generated in the performance of the Contract. Such licence shall be perpetual and irrevocable. The Contractor hereby grants to the AUTHORITY a nonexclusive licence to use the Contractor’s software in accordance with the terms of the DAG end-user licence agreement supplied with the Articles, a copy of which is set out in Schedule 4. C7.4 All Intellectual Property Rights in any specifications, instructions, plans, drawings, patents, patterns, models, designs or other material furnished to or made available by one Party to the other Party shall remain the property of the disclosing Party; C7.5 The AUTHORITY shall forthwith notify the Contractor if any claim or demand is made or action brought against the AUTHORITY for infringement or alleged infringement of any Intellectual Property Right in connection with the performance of the Contract. The Contractor shall at its own expense conduct any litigation arising there from and all negotiations in connection with sole control therewith provided always that the Contractor shall consult the AUTHORITY on all substantive issues which arise during the conduct of such litigation and negotiations and shall, in such conduct, take due and proper account of the interests of the AUTHORITY and not divulge the identity of the AUTHORITY unless required to do so by Law; C7.6 The AUTHORITY shall, subject to any security constraints, at the request of the Contractor afford to the Contractor all reasonable information and assistance for the purpose of contesting any claim or demand made or action brought against the AUTHORITY or the Contractor for infringement or alleged infringement of any Intellectual Property Right in connection with the performance of the Contract and shall be repaid all reasonable costs and expenses (including, but not limited to, legal costs and disbursements on a solicitor and AUTHORITY basis) incurred in doing so. C7.7 The AUTHORITY shall not make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by the AUTHORITY or the Contractor in connection with the performance of the Contract. C7.8 If a claim, demand or action for infringement or alleged infringement of any Intellectual Property Right is made in connection with the Contract or in the reasonable opinion of the Contractor is likely to be made, the Contractor shall at its own expense and option either: (a) modify any or all of the Services or Goods without reducing the performance or functionality of the same, or substitute alternative Goods or Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the 15 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED terms herein shall apply mutates mutandis to such modified Goods or Services or to the substitute Goods or Services; or C7.9 (b) procure a licence to use and provide the Goods or Services, which are the subject of the alleged infringement, on terms which are acceptable to the AUTHORITY; or (c) if, (a) or (b) above are not commercially feasible, allow the AUTHORITY to return the Goods for full credit on the entire unusable portion. The foregoing provisions of this Condition shall not apply insofar as any such claim or demand or action is in respect of:(a) any use by or on behalf of the AUTHORITY of Goods or Services in combination with any item not supplied or authorised by the Contractor (which shall act reasonably in giving such authorisation) where such use of the Goods or Services directly gives rise to the claim, demand or action; or (b) the use by the AUTHORITY of the Goods or Services in a manner not reasonably inferred from the Specification requirements of the AUTHORITY; or (c) the AUTHORITY’s unreasonable refusal to accept modified Goods or Services or substitute Goods or Services pursuant to Clause C7.8; or (d) any open source of free software. C7.10 If the Contractor has availed itself of the rights to modify the Goods or Services or supply substitute Goods or Services or to procure a licence and such exercise of the said rights has avoided any claim, demand or action for infringement, then subject to the provisions of Clause 7.8, the Contractor shall have no further liability under this Condition in respect of the said claim, demand or action. C7.11 If a modification or substitution in accordance with Clause C7.7(a) above is not possible so as to avoid the infringement and the Contractor has been unable to procure a licence in accordance with Clause C7.7(b), and has elected option C7.8(c) the AUTHORITY shall have the right to Terminate the Contract in accordance with Clause G2. subject to security provisions for Software where the AUTHORITY shall, at the AUTHORITY’s option, either a) return to the Contractor for a full refund, or b) destroy (and provide written confirmation of the destruction), all copies of such Software and any documentation relating to the same); and/or purchase from the Contractor for the Charges specified herein, any or all of the Hardware comprised within the System and/or used in connection with the performance of the Services. C7.12 The foregoing states the entire liability of the Contractor with regard to the infringement of any Intellectual Property Right in connection with the performance of the Contract. C7.13 At completion or earlier termination of the Contract the Contractor shall immediately return to the AUTHORITY all materials, work or records held, including any back up media. C7.14 The provisions of this Condition shall apply during the continuance of this Contract and indefinitely after its expiry or termination. C8 Audit and the National Audit Office C8.1 The Contractor shall keep and maintain until two years after the Contract has been completed, or as long a period as may be agreed between the Parties, full and accurate records of the Contract including the Goods and/or Services provided under it, all expenditure reimbursed by the AUTHORITY, and all payments made by the AUTHORITY. The Contractor shall on request afford the AUTHORITY or the AUTHORITY's representatives such access to those records as may be required by the AUTHORITY in connection with the Contract. C9 Freedom of Information Act (FOIA) 16 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED C9.1 The Contractor acknowledges that the AUTHORITY is exempt from the requirements of the FOIA but is subject to the requirements of the Environmental Information Regulations and shall assist and cooperate with the AUTHORITY to enable the AUTHORITY to comply with its Information disclosure obligations. C9.2 The Contractor shall (and shall procure that its Sub-contractors shall) in relation to any requests for information relating to the AUTHORITY (“Requests for Information”): a) transfer to the AUTHORITY all Requests for Information that it receives as soon as practicable and in any event within 2 Working Days of receiving a Request for Information; b) provide the AUTHORITY with a copy of all Information in its possession, or power in the form that the AUTHORITY reasonably requires within 5 Working Days (or such other period as the AUTHORITY may specify) of the AUTHORITY's request; and c) provide all necessary assistance as reasonably requested by the AUTHORITY to enable the AUTHORITY to respond to the Request for Information within the time for compliance. C9.3 The Contractor shall only be required to disclose Commercially Sensitive Information to the extent strictly required by law. . C9.4 In no event shall the Contractor respond directly to a Request for Information unless expressly authorised to do so by the AUTHORITY. C9.5 The Contractor acknowledges that the AUTHORITY may, if strictly required by law, be obliged to disclose Information without consulting or obtaining the Contractor’s consent, or despite having taken the Contractors' views into account. C9.6 The Contractor shall ensure that all requisite Information is retained for disclosure and shall permit the AUTHORITY to inspect any material comprising such Information, as requested from time to time. C9.7 Not used. D. CONTROL OF THE CONTRACT D1 Assignment and Sub-Contracting D1.1 The Contractor shall not assign, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval excluding sub-contracting of the support services provided remotely. Subcontracting any part of the Contract shall not relieve the Contractor of any obligation or duty attributable to the Contractor under the Contract or these Conditions. D1.2 The Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. D1.3 Where the AUTHORITY has consented to the placing of sub-contracts, copies of each sub-contract shall be sent by the Contractor to the AUTHORITY immediately it is issued. D1.4 The Contractor shall not use the services of self-employed individuals who are not registered for tax purposes. D2 Waiver D2.1 The failure of either Party to insist upon strict performance of any provision of the Contract or the failure of either Party to exercise any right or remedy shall not constitute a waiver of that right or remedy and shall not cause a diminution of the obligations established by this Contract. D2.2 No waiver shall be effective unless it is expressly stated to be a waiver and communicated to the other Party in writing in accordance with the provisions of Condition A4. 17 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED D2.3 A waiver of any right or remedy arising from a breach of Contract shall not constitute a waiver of any right or remedy arising from any other or subsequent breach of the Contract. D3 Variation D3.1 The Contract shall not be varied or amended unless such variation or amendment is agreed in writing by the Commercial Manager and by the Contractor’s Representative. D3.2 All variations and amendments shall be in the form of an addendum to the Contract and enacted in accordance with the Change Control Procedure at Schedule 12. D4 Severability D4.1 If any provision of the Contract is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of the Contract shall continue in full force and effect as if the Contract had been executed with the invalid, illegal or unenforceable provision eliminated. D4.2 In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of the Contract, the Parties shall immediately commence negotiations in good faith to remedy the invalidity. D5 Remedies Cumulative D5.1 Except as otherwise expressly provided by the Contract, all remedies available to either Party for breach of this Contract are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies. D6 Monitoring of Contract Performance D6.1 The Contractor shall comply with the monitoring arrangements set out in Schedule 5 (Contract Management) including, but not limited to, providing such data and information as the Contractor may be required to produce under this Contract. D7 Possible Extension of Contract Period D7.1 Subject to satisfactory performance by the Contractor during the Contract Period, the AUTHORITY may wish to extend the Contract for a further period of up to 1 year. The AUTHORITY may approach the Contractor if it wishes to do so before the end of the Contract Period. The agreed terms and conditions in this Contract will apply throughout any such extended period. D8 Time of Performance D8.1 The Contractor shall begin performing the Services or delivering the Goods on the date stated in the Specification and shall complete the work by the date stated in the Specification or continue to perform the work for the period stated in the Specification (whichever is applicable). The AUTHORITY may by written notice require the Contractor to execute the Services, or deliver the Goods in such order as the AUTHORITY may decide. In the absence of such notice the Contractor shall submit such detailed programmes of work and progress reports as the AUTHORITY may from time to time require. D9 Novation D9.1 The Contractor shall not assign, novate or otherwise dispose of or create any trust in relation to any or all of its rights and obligations under this Agreement without Approval. D9.2 The AUTHORITY shall be entitled to: 18 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED (a) assign, novate or otherwise dispose of any or all of its rights and obligations under this Agreement and any associated third licences to any other Contracting AUTHORITY; or (b) novate this Agreement and any associated third Party licences to any other body which substantially performs any of the functions that previously had been performed by the AUTHORITY. If this transfer increases the burden of the Contractor's obligations under this Agreement the Contractor shall be entitled to any additional Charges that are reasonable by way of compensation and which can be agreed through the Change Control Procedure. D9.3 The Contractor shall be entitled to assign this Contract to any group in the Contractor’s group of companies (in the United States, Singapore or New Zealand). D9.4 A change in the legal status of the AUTHORITY shall not affect the validity of this Agreement and this Agreement shall be binding on any successor body to the AUTHORITY. D9.5 The Party proposing to effect an assignment, transfer or disposal, in accordance with this Clause shall give written notice of it to the other as soon as reasonably practicable, and shall provide the other with any such related information as the other may reasonably require. E PAYMENT AND CONTRACT PRICE E1 Contract Price E1.1 In consideration of the performance of the Contractor’s obligations under the Contract by the Contractor, the AUTHORITY shall pay the Contract Price in accordance with Schedule 1. E1.2 In the event that the cost to the Contactor of performing its obligations under the Contract increases or decreases as a result of any new legislation or regulation being made after the commencement of the Contract, any variation to the Contract Price will be assessed on an individual basis. Such variation will not be allowed in relation to legislation or regulations enacted after the commencement of the Contract, which were made public prior to the commencement of the Contract. The impact of any such variation on the Contractor's costs will be deemed to have been included in the Contract Price. E1.3 The AUTHORITY shall pay the Contractor, in addition to the Contract Price, a sum equal to the Tax chargeable on the value of the Goods and/or Services provided in accordance with the Contract. E2 Payment and Tax E2.1 Payment will be made within 30 days of receipt and agreement of invoices, submitted in accordance with Schedule 1. E2.2 Each invoice shall contain all appropriate references and a detailed breakdown of the Services and shall be supported by any other documentation required by the Commercial Manager to substantiate the invoice. E2.3 Where the Contractor enters into any new sub-contract with a supplier or contractor for the purpose of performing the Contract, it shall cause a term to be included in such a sub-contract which requires payment to be made by the Contractor to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice, as defined by the sub-contract requirements. E2.4 Tax, where applicable, shall be shown separately on all invoices as a strictly net extra charge. E3 Recovery of Sums Due E3.1 Wherever under the Contract any sum of money is recoverable from or payable by the Contractor (including any sum which the Contractor is liable to pay to the AUTHORITY in respect of any breach of this Contract), the Contractor shall issue the AUTHORITY a credit note for that sum, or which at any later time may become due to the Contractor under the Contract. E3.2 Any overpayment by the AUTHORITY to the Contractor, whether of the Contract Price or of Tax, shall be a sum of money recoverable by the AUTHORITY from the Contractor. 19 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED E3.3 The Contractor shall make any payments due to the AUTHORITY without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Contractor has a valid court order requiring an amount equal to such deduction to be paid by the AUTHORITY to the Contractor. E4 Price adjustment on extension of the Contract Period E4.1 The Contract Price shall be firm for the initial Contract Period. In the event of an extension being considered beyond the Contract Period the AUTHORITY would wish to review the charges with the Contractor in the six months prior to the expiry of the Contract. E4.2 During this six month period, the Contractor may, following agreement with the AUTHORITY and by giving the AUTHORITY 3 Months’ notice in writing to take effect at the end of the Contract Period or any anniversary date thereafter increase or reduce the Contract Price subject to Clause E4.3 below. E4.3 Any claim for increases or reduction in Contract Price will only be considered if supported by an appropriate index already agreed between the AUTHORITY and Contractor, for the period in question, such index to be determined by negotiation or mediation in default of agreement between the Parties. E5 Not Used E6 Not Used F LIABILITIES F1 Indemnity and Insurance F1.1 Neither Party excludes or limits liability to the other Party for death or personal injury caused by its negligence or for any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982. Subject to the foregoing, the Contractor’s total liability under or in connection with this Contract (whether in contract, tort (including negligence) or otherwise) shall be limited, to the full extent permissible by law, to the Contract Price. Neither Party, whether as a result of breach of contract, warranty, infringement or otherwise, shall have any liability for indirect, incidental, special or consequential damages, including, but not limited to, loss of profit or revenues. F1.2 The Contractor shall indemnify and keep indemnified the AUTHORITY fully against all claims, proceedings, actions, damages, legal costs, expenses and any other liabilities whatsoever arising out of, in respect of or in connection with the Contract in respect of any death or personal injury, or loss of or damage to property which is caused directly by any negligent act or omission of the Contractor. This Condition shall not apply to the extent that the Contractor is able to demonstrate that such death or personal injury, or loss or damage was not caused or contributed to by its negligence or default, or the negligence or default of its staff or sub-contractors, or by any circumstances within its or their control. F1.3 The Contractor shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Contractor, arising out of the Contractor’s performance of the Contract, including death or personal injury, or loss of or damage to property. F1.4 The Contractor shall hold employer’s liability insurance in respect of Staff in accordance with any legal requirement for the time being in force. F1.5 The Contractor shall produce to the Commercial Manager, on request, copies of all insurance policies referred to in this Condition or other evidence confirming the existence and extent of the cover given by those policies, together with receipts or other evidence of payment of the latest premiums due under those policies. F1.6 The terms of any insurance or the amount of cover shall not relieve the Contractor of any liabilities under the Contract. It shall be the responsibility of the Contractor to determine the amount of insurance cover that will be adequate to enable the Contractor to satisfy any liability referred to in clause F1.2. 20 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED F2 Warranties and Representations F2.1 The Contractor warrants and represents that:- F2.2 (a) the Contractor has the full capacity and authority and all necessary consents (including, but not limited to, where its procedures so require, the consent of its parent company) to enter into and perform this Contract and that this Contract is executed by a duly authorised representative of the Contractor. (b) the Contractor shall discharge its obligations hereunder with all due skill, care and diligence including but not limited to good industry practice and (without limiting the generality of this Condition) in accordance with its own established internal procedures. (c) all obligations of the Contractor pursuant to the Contract shall be performed and rendered by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (d) the Contractor is not in default in the payment of any due and payable taxes or in the filing, registration or recording of any document or under any legal or statutory obligation or requirement which default might have a material adverse effect on its business, assets or financial condition or its ability to observe or perform its obligations under this Contract. The AUTHORITY warrants and represents that:(a) the AUTHORITY has the full capacity and authority and all necessary consents (including, but not limited to, where its procedures so require, the consent of the Crown and compliance with any Government procurement laws or regulations) to enter into and perform this Contract and that this Contract is executed by a duly authorised representative of the AUTHORITY. G DEFAULT, DISRUPTION AND TERMINATION G1 Termination on insolvency G1.1 The AUTHORITY may terminate the Contract by notice in writing with immediate effect where:(a) the Contractor is a company, if the company passes a resolution for winding up or dissolution (otherwise than for the purposes of and followed by an amalgamation or reconstruction) or an application is made for, or any meeting of its directors or members resolves to make an application for an administration order in relation to it or any party gives or files notice of intention to appoint an administrator of it or such an administrator is appointed, or the court makes a winding-up order, or the company makes a composition or arrangement with its creditors, or an administrative receiver, receiver, manager or supervisor is appointed by a creditor or by the court, or possession is taken of any of its property under the terms of a fixed or floating charge; or (b) where the Contractor is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (c) or any similar event occurs under the law of any other jurisdiction within the United Kingdom. G1.2 The Contractor shall notify the Commercial Manager immediately when any change of control occurs. G2 Termination on Default G2.1 The AUTHORITY may terminate the Contract, or terminate the provision of any part of the Contract by written notice to the Contractor or the Contractor’s Representative with immediate effect if the Contractor commits a Default and if: (a) the Contractor has not remedied the Default to the satisfaction of the AUTHORITY within 30 days after issue of a written notice specifying the Default and requesting it to be remedied and 21 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED notifying the Contractor that if the Default is not remedied the AUTHORITY may terminate the Contract; or (b) the Default is not capable of remedy; or (c) the Default is a fundamental breach of the Contract. G2.2 If the Contractor, being an individual, shall die or be adjudged incapable of managing his or her affairs within the meaning of Part VII of the Mental Health Act 1983, the AUTHORITY shall be entitled to terminate this Contract by notice to the Contractor or the Contractor's Representative with immediate effect. G3 Break Not used G4 Consequences of Termination G4.1 Where the AUTHORITY terminates the Contract under Condition G2, or terminates the provision of any part of the Contract under that Condition, and then makes other arrangements for the provision of Services, the AUTHORITY shall be entitled to recover from the Contractor the reasonable cost of making those other arrangements provided that the AUTHORITY takes all reasonable steps to mitigate such loss. The AUTHORITY shall submit a fully itemised and costed list of such costs, with supporting evidence, of costs reasonably and actually incurred by the AUTHORITY as a result of termination under G2. Where the Contract is terminated under Condition G2, no further payments shall be payable by the AUTHORITY to the Contractor until the AUTHORITY has established the final cost of making those other arrangements. G4.2 Where the AUTHORITY terminates the Contract under Condition G3, the AUTHORITY shall indemnify the Contractor against any demonstrable commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Contractor by reason of the termination of the Contract, provided that the Contractor takes all reasonable steps to mitigate such loss. The Contractor shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Contractor as a result of termination under G3. G4.3 The AUTHORITY shall not be liable under Clause G4.2 to pay any sum which, when added to any sums paid or due to the Contractor under the Contract, exceeds the total sum that would have been payable to the Contractor if the Contract had not been terminated prior to the expiry of the Contract Period. G5 Disruption G5.1 The Contractor shall take reasonable care to ensure that in the execution of the Contract it does not disrupt the operations of the AUTHORITY, its employees or any other contractor employed by the AUTHORITY. G5.2 The Contractor shall immediately inform the AUTHORITY of any actual or potential industrial action, whether such action be by their own employees or others, which affects or might affect its ability at any time to perform its obligations under the Contract. G5.3 In the event of industrial action by the Staff or the Contractor's suppliers the Contractor shall seek the AUTHORITY's Approval to its proposals to perform its obligations under the Contract. G5.4 If the Contractor’s proposals referred to in Clause G5.3 are considered insufficient or unacceptable by the AUTHORITY (acting reasonably), then the Contract may be terminated by the AUTHORITY by thirty (30) days notice in writing. G5.5 If the Contractor is temporarily unable to fulfil the requirements of the Contract owing to disruption of normal business by direction of the AUTHORITY, an appropriate allowance by way of extension of time will be approved by the AUTHORITY. In addition, the AUTHORITY will reimburse any additional 22 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED expense incurred by the Contractor in fulfilling the provisions of the Contract as a result of such disruption. G6 Recovery upon Termination G6.1 Termination or expiry of the Contract shall be without prejudice to any rights and remedies of the Contractor and the AUTHORITY accrued before such termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry. G6.2 At the end of the Contract Period (and howsoever arising) the Contractor shall forthwith deliver to the AUTHORITY upon request all the AUTHORITY’s Property (including but not limited to materials, documents, information, access keys) relating to the Contract in its possession or under its control or in the possession or under the control of any permitted suppliers or sub-contractors G6.3 The Contractor shall provide reasonably co-operation to the AUTHORITY and any new contractor appointed by the AUTHORITY to continue or take over the performance of the Contract in order to ensure an effective handover of all work then in progress. G6.4 The provisions of this Condition shall survive the continuance of this Contract for a period of six (6) months after its termination. G7 Force Majeure G7.1 For the purpose of this Condition, “Force Majeure” means any event or occurrence which is outside the reasonable control of the Party concerned, and which is not attributable to any act or failure to take preventive action by the Party concerned, including (but not limited to) governmental regulations, fire, flood, or any disaster. It does not include any industrial action occurring within the Contractor’s organisation. G7.2 Neither Party shall be liable to the other Party for any delay in or failure to perform its obligations under the Contract (other than a payment of money) if such delay or failure results from a Force Majeure event. Notwithstanding the foregoing, each Party shall use all reasonable endeavours to continue to perform its obligations hereunder for the duration of such Force Majeure event. However, if any such event prevents either Party from performing all of its obligations under the Contract for a period in excess of 6 months, either Party may terminate the Contract by notice in writing with immediate effect. G7.3 Any failure or delay by the Contractor in performing its obligations under the Contract which results from any failure or delay by an agent, sub-contractor or supplier shall be regarded as due to Force Majeure only if that agent, sub-contractor or supplier is itself impeded by Force Majeure from complying with an obligation to the Contractor. G7.4 Condition G7 does not affect the AUTHORITY’s rights under sub clause G6.4. G7.5 If either of the Parties shall become aware of circumstances of Force Majeure which give rise to or which are likely to give rise to any such failure or delay on its part as described in condition G7.3 it shall forthwith notify the other by the most expeditious method then available and shall inform the other of the period which it is estimated that such failure or delay shall continue. G8 Not Used H DISPUTES AND LAW H1 Governing Law This Contract shall be governed by and interpreted in accordance with the Law of England and Wales and the Parties shall submit to the exclusive jurisdiction of the courts of England and Wales. 23 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED H2 Dispute Resolution H2.1 The Parties shall resolve any Disputes in accordance with the process in Schedule 12. SG1 The Specification 1.1 The quantity, quality and description of the Goods shall be as specified in the Specification. SG2 The Goods 2.1 If required by the AUTHORITY, samples of Goods shall be submitted by the Contractor to the AUTHORITY for evaluation and approval at the Contractor's cost and expense and all subsequent deliveries of the Goods shall be equal in quality to approved samples. 2.2 The Goods shall be to the reasonable satisfaction of the AUTHORITY and shall conform in all respects with any sample approved by the AUTHORITY and with any particulars specified in this Contract and in any variations thereto. 2.3 Where acceptance tests have been agreed the Goods shall fully meet said tests in accordance with Schedule 6. The Parties hereby agree that acceptance tests are not required for Goods which are DAG network cards. 2.4 The Goods shall operate in accordance with the relevant technical specifications and shall correspond with the requirements of the Specification and conform in all respects with the requirements of any statutes, orders, regulations or bye-laws from time to time in force. SG3 Delivery 3.1 The Goods shall be delivered at the times and dates specified in the Specification. 3.2 Unless otherwise stated in the Specification, where the Goods are delivered by the Contractor, the point of delivery shall be when the Goods are removed from the transporting vehicle. Where the Goods are collected by the AUTHORITY, the point of delivery shall be when the Goods are loaded on the AUTHORITY’s vehicle. 3.3 Any access to the AUTHORITY’s Premises and any labour and equipment that may be provided by the AUTHORITY in connection with delivery shall be provided without acceptance by the AUTHORITY of any liability whatsoever and the Contractor shall indemnify the AUTHORITY and the Crown in respect of any actions, suits, claims, demands, losses, charges, costs and expenses which the AUTHORITY or the Crown may suffer or incur as a result of or in connection with any damage or injury (whether fatal or otherwise) occurring in the course of delivery or installation to the extent that any such damage or injury is attributable to any act or omission of the Contractor or any of the Contractor's sub-contractors or suppliers. 3.4 Except where otherwise provided in the Contract, delivery shall not include the unloading, stacking or installation of the Goods by the Staff or the Contractor's suppliers or carriers at such place as the AUTHORITY or duly authorised person shall reasonably direct. 3.5 Where any access to the AUTHORITY’s Premises is necessary in connection with delivery or installation, the Contractor and the Contractor's sub-contractors or suppliers shall at all times comply with the requirements of the AUTHORITY's security procedures. 3.6 Not used 3.7 The AUTHORITY shall be under no obligation to accept or pay for any Goods delivered in excess of the quantity ordered. If the AUTHORITY elects not to accept and pay for such over-delivered Goods it shall, subject to security, give notice in writing to the Contractor to remove them within 14 days of receipt by the Contractor of such notice and to refund to the AUTHORITY any expenses incurred by the AUTHORITY as a result of such over-delivery (including but not limited to the costs of moving and storing them) failing which the AUTHORITY shall be entitled to dispose of such Goods and to charge 24 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED the Contractor for the costs of such disposal. The risk in any over-delivered Goods shall remain with the Contractor until they are collected by or on behalf of the Contractor or disposed of or purchased by the AUTHORITY, as appropriate. 3.8 The AUTHORITY shall be under no obligation to accept any Goods supplied earlier than the date for delivery stated in the Specification. 3.9 Unless expressly agreed to the contrary, the AUTHORITY shall not be obliged to accept delivery by instalments. If, however, the AUTHORITY does specify or agree to delivery by instalments, delivery of any instalment later than the date specified or agreed for its delivery shall, without prejudice to any other rights or remedies of the AUTHORITY, entitle the AUTHORITY to terminate the whole of any unfulfilled part of the Contract without further liability to the AUTHORITY. 3.10 If the AUTHORITY is affected by circumstance of Force Majeure, the AUTHORITY shall be entitled to partially or totally suspend the date or dates for delivery of the Goods until such time as the circumstances of Force Majeure have ceased and such suspension shall not give rise to any claim by the Contractor against the AUTHORITY (except a claim for payment for any Goods or Services provided prior to termination) nor entitle the Contractor to terminate the Contract (except as expressly stated in clause G7.2). SG4 Not Used SG5 Property and Risk 5.1 Property and risk in the Goods shall without prejudice to any other rights or remedies of the AUTHORITY (including the AUTHORITY's rights and remedies under Condition SG7 hereof) pass to the Crown at the time of acceptance of delivery (DDP Cheltenham). SG6 Damage in Transit 6.1 On dispatch of any consignment of the Goods the Contractor shall send to the AUTHORITY at the address for delivery of the Goods an advice note specifying the means of transport, the place and date of dispatch, the number of packages and their weight and volume. The Contractor shall free of charge and as quickly as possible either repair or replace (as the AUTHORITY shall elect) such of the Goods as may either be damaged in transit or having been placed in transit fail to be delivered to the AUTHORITY provided that: (a) in the case of damage to such Goods in transit the AUTHORITY shall within fourteen days of delivery give notice to the Contractor that the Goods have been damaged; (b) in the case of non-delivery the AUTHORITY shall (provided that the AUTHORITY has been advised of the dispatch of the Goods) within 7 days of the notified date of delivery give notice to the Contractor that the Goods have not been delivered SG7 Inspection, Rejection and Guarantee 7.1 The Contractor shall permit the AUTHORITY or authorised representatives to make any inspections or tests which may reasonably be required and the Contractor shall afford all reasonable facilities and assistance free of charge at the Contractor's premises. No failure to make complaint at the time of such inspection or tests and no approval given during or after such tests or inspections shall constitute a waiver by the AUTHORITY of any rights or remedies in respect of the Goods and, in particular, the AUTHORITY retains the right to reject the Goods. 7.2 The AUTHORITY may by written notice to the Contractor reject the whole consignment if any of the Goods fail to conform to the approved sample or fail to meet the requirements specified herein. Such notice shall be given within a reasonable time after delivery to the AUTHORITY of the Goods concerned. If the AUTHORITY shall reject any of the Goods pursuant to this Condition the AUTHORITY shall be entitled (without prejudice to other rights and remedies) either: (a) to have the Goods concerned as quickly as possible and in any event within 14 days either repaired by the Contractor or (as the AUTHORITY shall elect) replaced by the Contractor with 25 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED Goods which conform in all respects with the approved sample or with the requirements specified herein and due delivery shall not be deemed to have taken place until such repair or replacement has occurred; or (b) to treat the Contract as discharged by the Contractor’s breach and require a refund from the Contractor in respect of the Goods concerned. 7.3 The issue by the AUTHORITY of a receipt note for the Goods shall not constitute any acknowledgement of the condition or nature of those Goods. 7.4 Unless agreed otherwise, the Contractor shall guarantee that the Goods shall for 12 months from shipment under proper and normal use, be free from material defects in materials or workmanship. If the AUTHORITY shall within such guarantee period give notice in writing to the Contractor of any such defect in any of the Goods as may have arisen during such guarantee period under proper and normal use, the Contractor shall (without prejudice to any other rights and remedies which the AUTHORITY may have) as quickly as possible remedy such defects (whether by repair or replacement as the Contractor shall elect) without cost to the AUTHORITY. This guarantee applies to the repaired or replaced Goods for the remaining portion of the original guarantee period. 7.5 Any Goods rejected or returned by the AUTHORITY as described in Clause SG7.2 shall be returned to the Contractor at the AUTHORITY's risk and expense. If the Goods are found to be faulty, the Contractor will reimburse the AUTHORITY’s reasonable expenses of returning the Goods. 7.6 The guarantee provided in 7.4 does not extend to any Goods from which the serial number has been removed or that has become defective: (a) as a result of accident, misuse, abuse, or other external causes; (b) by being operated outside the usage parameters stated in the user documentation that is shipped with the Goods; (c) by its use with parts not manufactured or sold by Contractor; or (d) by its modification or service by anyone other than Contractor or a Contractor authorised service provider. Contractor does not warrant that operation of the Goods will be uninterrupted or error-free. Contractor shall not be responsible for damage caused wholly or in part by failure to follow instructions for the Goods. To the extent permitted by law, we expressly exclude all warranties or representations, either express or implied, not expressly set out in this clause 7 (including any warranties of merchantability and fitness for a particular purpose) and any warranties that may not by law be excluded are limited in duration to the guarantee period. 7.7 The Contractor’s Goods are designed solely for use as or within servers and/or network infrastructure equipment for switching, signalling, transmission and network management and AUTHORITY shall not use the Goods for any other purpose. SG8 Variation Any Variation shall be enacted through the Change Control Procedure at Schedule 12. SG9 Labelling and Packaging 9.1 The Goods shall be packed and marked in a proper manner and in accordance with the AUTHORITY's reasonable instructions and any statutory requirements and any reasonable requirements of the carriers. In particular the Goods shall be marked with the contract number (or other reference number if appropriate) and the net, gross and tare weights, the name of the contents shall be clearly marked on each container and all containers of hazardous Goods (and all documents relating thereto) shall bear prominent and adequate warnings. The Contractor shall indemnify the AUTHORITY and the Crown against all actions, suits, claims, demands, losses, charges, costs and expenses which the AUTHORITY or the Crown may suffer or incur as a result of or in connection with any material breach by the Contractor of this Condition. Deliveries will be rejected if the contract number is not quoted on the package and the advice note. Any costs associated with redelivery in this event shall be borne by the Contractor. 26 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED 9.2 All packaging materials will be considered non-returnable and will be destroyed unless the Contractor's advice note states that such materials will be charged for unless returned. Such materials shall be collected by the Contractor free of charge or delivered to the Contractor at the Contractor's cost. The AUTHORITY accepts no liability in respect of the non-arrival at the Contractor's premises of empty packages returned by the AUTHORITY unless the Contractor shall within ten days of receiving notice from the AUTHORITY that the packages have been dispatched notify the AUTHORITY of such non-arrival. SG10 Training 10.1 Where appropriate, the Contract Price shall include the cost of instruction of the AUTHORITY's personnel in the use of the Goods, such instruction to be in accordance with the requirements of the Contract in accordance with the training specified in the Specification. SG11 Manner of Carrying out the Installation Work SG12 Not Used SS1 The Services 1.1 The Contractor shall provide the Services during the Contract Period in accordance with the Specification and the terms of this Contract. The AUTHORITY shall have the power to inspect and examine the performance of the Services at the AUTHORITY’s Premises at any reasonable time or, provided that the AUTHORITY gives reasonable notice to the Contractor, at any other premises where any part of the Services is being performed. 1.2 In providing the Services, the Contractor shall comply with and take into account all applicable laws, enactments, orders, regulations and other similar instruments, the requirements of any court with relevant jurisdiction and any local, national or supranational agency, inspectorate, minister, ministry, official or public or statutory person of the government of the United Kingdom or of the European Union. 1.3 If the AUTHORITY informs the Contractor that the AUTHORITY considers any part of the Services to be inadequate or in any way differing from the Contract, and this is other than as a result of default or negligence on the part of the AUTHORITY, the Contractor shall at its own expense re-schedule and perform the work correctly within such reasonable time as may be specified by the AUTHORITY. 1.4 Not used SS2 Contractor's Status (Principal) In carrying out the Services the Contractor shall be acting as principal and not as the agent of the AUTHORITY. Accordingly: 2.1 The Contractor shall not (and shall procure that the Staff do not) say or do anything that might lead any other person to believe that the Contractor is acting as the agent of the AUTHORITY; and 2.2 Nothing in this Contract shall impose any liability on the AUTHORITY in respect of any liability incurred by the Contractor to any other person but this shall not be taken to exclude or limit any liability of the AUTHORITY to the Contractor that may arise by virtue of either a breach of the Contract or by negligence on the part of the AUTHORITY, the AUTHORITY's employees, servants or agents. SS3 Manner of Carrying Out the Services Equipment 3.1 The Contractor shall provide all the Equipment necessary for the provision of the Services. 27 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED 3.2 The Contractor shall make no delivery of Equipment nor commence any work on the AUTHORITY’s Premises without obtaining the AUTHORITY's prior Approval. 3.3 All Equipment brought onto the AUTHORITY's Premises shall be at the Contractor's own risk. The Contractor shall provide for the haulage or carriage thereof to the Premises and the removal of Equipment when no longer required at its sole cost. The Contractor shall ensure that the AUTHORITY's Premises are appropriate to contain and operate the Equipment. 3.4 The Contractor shall maintain all items of Equipment within the AUTHORITY’s Premises in a safe, serviceable and clean condition. 3.5 All Equipment shall be at the risk of the Contractor and the AUTHORITY shall have no liability for any loss of or damage to any Equipment unless the Contractor is able to demonstrate that such loss or damage was caused or contributed to by the negligence or default of the AUTHORITY. 3.6 The AUTHORITY may at its option purchase any item of Equipment from the Contractor at any time, if the AUTHORITY considers that the item is likely to be required in the provision of the Services following the expiry or termination of the Contract. The purchase price to be paid by the AUTHORITY shall be the fair market value. 3.7 The AUTHORITY shall have the power at any time during the progress of the Services to order in writing: (a) the removal from the AUTHORITY’s Premises of any Equipment which in the opinion of the AUTHORITY are either hazardous, noxious or not in accordance with the Contract; and/or (b) the substitution of proper and suitable materials, plant, equipment; and/or (c) the removal and proper re-execution notwithstanding any previous test thereof or interim payment therefore of any work which, in respect of material or workmanship, is not in the opinion of the AUTHORITY in accordance with the Contract. 3.8 On completion of the Services the Contractor shall remove the Equipment and unused materials and shall clear away from the AUTHORITY’s Premises all rubbish arising out of the Services, make good any damage caused to the AUTHORITY's Premises by the removal of the Equipment and leave the AUTHORITY’s Premises in a neat and tidy condition. 3.9 Access to the AUTHORITY’s Premises shall not be exclusive to the Contractor but shall be limited to such Staff and the Contractor's suppliers as are necessary to the performance of the Services concurrently with the execution of work by others. The Contractor shall co-operate free of charge with such others as the AUTHORITY may reasonably require. SS4 Standard of Work 4.1 To the extent that the standard of work has not been specified in the Contract the Contractor shall use the best applicable techniques and standards and execute the Contract with all reasonable care, skill and diligence, and in accordance with good industry practice. 4.2 The Contractor warrants and represents that all Staff assigned to the performance of the Service shall possess and exercise such qualifications, skill and experience as are necessary for the proper performance of the Services. 4.3 The introduction of new methods or systems which impinge on the provision of the Services shall be subject to prior Approval. 4.4 The signing by the Commercial Manager (or his representative) of time sheets or other similar documents shall not be construed as implying the Contractor’s compliance with the Contract. SS5 Remedies in the event of inadequate performance 28 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED 5.1 Where a complaint is received about the standard of Services or about the way any Services have been delivered or work has been performed or about the materials or procedures used or about any other matter connected with the performance of this Contract, then the Commercial Manager shall take all reasonable steps to ascertain whether the complaint is valid. If the Commercial Manager so decides, he may uphold the complaint, or take further action in accordance with the provisions of Condition G of this Contract. 5.2 In the event that has been a fundamental breach of this Contract by the Contractor which remains unremedied for 30 days pursuant to clause 5.5 below, or the Contractor’s performance of its duties under the Contract has failed to meet the requirements, then the AUTHORITY may, without prejudice to its rights under Condition G of the Contract, do any of the following (a) without terminating the Contract, itself provide or procure the provision of part of the Services (by individuals certified by the Contractor) until such time as the Contractor shall have demonstrated to the reasonable satisfaction of the AUTHORITY that the Contractor will once more be able to perform such part of the Services in accordance with the Contract; (b) without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself provide or procure a third party to provide such part of the Services; and/or (c) terminate, in accordance with Condition G, the whole of the Contract. 5.3 The AUTHORITY may charge to the Contractor any cost reasonably incurred by the AUTHORITY and any reasonable administration costs in respect of the provision of any part of the Services by the AUTHORITY or by a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Contractor for such part of the Services provided that the AUTHORITY takes all reasonable steps to mitigate such loss. The AUTHORITY shall submit a fully itemised and costed list of such costs, with supporting evidence, of costs reasonably and actually incurred by the AUTHORITY as a result of the Contractors breach under clause 5.2. 5.4 In the event that the AUTHORITY enforces any of its rights under Section G, the Contractor shall forthwith deliver up to the AUTHORITY all AUTHORITY Property (including, but not limited to, access to keys) relating to the Services or part of the Services. 5.5 If the Contractor fails to perform any of the Services to the reasonable satisfaction of the AUTHORITY and such failure is capable of remedy, then the AUTHORITY shall issue a written notice to the Contractor requesting it to be remedied and notifying the Contractor that if the Default is not remedied the AUTHORITY may terminate the Contract and the Contractor shall at its own cost and expense remedy such failure within 30 days. . 5.6. In the event that: a) the Contractor fails to comply with Clause 5.5. above; or b) the Contractor persistently fails to comply with Clause 5.5 above, and such failures, taken as a whole, materially adverse the commercial interests of the AUTHORITY the AUTHORITY reserves the right to terminate the Contract by notice in writing with immediate effect. 5.7 The remedies of the AUTHORITY under this Condition may be exercised successively in respect of any one or more failures by the Contractor. SS6 Variation of the Services 6.1 The AUTHORITY reserves the right on giving reasonable written notice from time to time to require changes to the Services (whether by way of the removal of Services, the addition of new Services, or increasing or decreasing the Services or the locations where the Services are to be provided) for any reasons whatsoever. Such a change is hereinafter called “a Variation”. 6.2 Any such Variation shall be enacted through the Change Control Procedure at Schedule 12. 29 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED SS7 Contractor’s Staff 7.1 If the AUTHORITY gives the Contractor notice that any person is not to become involved in or is to be removed from involvement in the performance of the Contract, the Contractor shall take all reasonable steps to comply with such notice and if required by the AUTHORITY the Contractor shall replace any person removed under this Condition with another suitably qualified person and procure that any pass issued to the person removed is surrendered. 7.2 If and when instructed by the AUTHORITY, the Contractor shall give to the AUTHORITY a list of names and addresses of all persons who are or who may be at any time concerned with the Services or any part of them, specifying the capacities in which they are so concerned, and giving such other particulars and evidence of identity and other supporting evidence as the AUTHORITY may reasonably require. 7.3 The decision of the AUTHORITY as to whether any person is not to become involved in or is to be removed from involvement in the performance of the Contract and as to whether the Contractor has furnished the information or taken the steps required by this Condition shall be final and conclusive. 7.4 The Contractor shall bear the cost of any notice, instruction or decision of the AUTHORITY under this Condition. SS8 Not Used SS9 Licence to occupy AUTHORITY’s Premises 9.1 Any land or Premises (including temporary buildings) made available to the Contractor by the AUTHORITY in connection with the Contract, shall be made available to the Contractor free of charge and shall be used by the Contractor solely for the purpose of performing the Contract. The Contractor shall have the use of such land or Premises as licensee and shall vacate the same on completion, termination or abandonment of the Contract. 9.2 The Contractor shall not use the AUTHORITY’s Premises for any purpose or activity other than the provision of the Services unless given prior Approval. 9.3 Should the Contractor require modifications to the AUTHORITY’s Premises, such modifications shall be subject to prior Approval and shall be carried out by the AUTHORITY at the Contractor’s expense. The AUTHORITY shall undertake Approved modification work without undue delay. Ownership of such modifications shall rest with the AUTHORITY. At the AUTHORITY's option, the AUTHORITY may make modifications to the AUTHORITY's Premises to return them to their original specification. Such modifications shall be carried out by the AUTHORITY at the Contractor's expense. 9.4 The Contractor and Contractor's employees, servants, agents, suppliers or sub-contractors shall observe and comply with such rules and regulations as may be in force at any time for the use of such Premises as determined by the AUTHORITY, and pay for the cost of making good any damage caused by the Contractor, his employees, servants, agents, suppliers or sub-contractors 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. 9.5 The Parties agree that there is no intention on the part of the AUTHORITY to create a tenancy of whatsoever nature in favour of the Contractor or its employees, servants, agents, suppliers or subcontractors and that no such tenancy has or shall come into being and, notwithstanding any rights granted pursuant to this Contract, the AUTHORITY retains the right at any time to use in any manner the AUTHORITY sees fit any premises owned or occupied by it. 9.6 Contractors shall be aware that the AUTHORITY does not provide on-site parking for its contractors. 30 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED SS10 Offers of Employment For the duration of the Contract and for a period of 12 months thereafter the Contractor shall not solicit the employment of the AUTHORITY's staff who have been associated with the work without the AUTHORITY's prior Approval. SS11 Security of Confidential Information 11.1 Confidential Information shall be handled in accordance with Schedule 3. SS13 Not Used SIGNED for and on behalf of GCHQ SIGNED for and on behalf of Endace Europe Limited Signature: ______________________ Signature: _______________________ Name: ________________________ Name: Position: Position: GM, EMEA Date................................................... Date......................................................... 31 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED SCHEDULE 1 PRICING INVOICES AND PAYMENTS 1. Invoices should be submitted to the AUTHORITY on (i) shipment of Goods or (ii) annually in advance for Services for 100% of the value of the respective Goods and Services. It is essential that the invoice should bear the Contract and line number and give the total value showing VAT separately. All invoices are subject to certification of receipt of services or goods by the AUTHORITY’s Technical AUTHORITY. 2. Invoices shall be submitted to: GCHQ Room B2a P O Box 128, Cheltenham Gloucestershire. GL52 5UA Tel: Cheltenham (01242) 221491 Ext 37835 3. Payment Schedule Payment for 100% of the value of Goods and Services shall be made in accordance with clause E21 PRICING 1. The price for support Services on the ENDACE Equipment set out in Exhibit D to Schedule 2 for the period 1 January 2011 until 31 December 2011and is £124,950.00. 32 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED SCHEDULE 2 SPECIFICATION Commencement Date of the Contract: 1 January 2008 Expiry date of the Contract: 31 December 2011 Completion date for delivery of Goods and/or Services: Delivery date for Goods shall be agreed between the Parties and specified on the Order. Statement of Requirement to include: Description of Goods to be supplied under the Contract: As set out in Appendix A to Schedule 2 Description of Services to be supplied under the Contract: As set out in Appendix B to Schedule 2 Technical Specification of the Goods to be supplied: As set out Appendix C to Schedule 2 Description of Goods to be covered by the support Services: As set out Appendix D to Schedule 2 33 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED Appendix A to Schedule 2 Description of Goods Endace’s range of Goods which are made commercially available for sale on www.endace.com. including but not limited to, Endace DAG, Probe Technology, and the Endace Open Development Environment. Endace DAG® (Data Acquisition and Generation): DAG cards are the ultimate in network packet capture interface cards. They guarantee 100% packet capture on any network regardless packet size, interface type or network load. For applications that rely on capturing traffic on high-speed networks only DAG provides a 100% packet capture guarantee. DAG Card Features  PCI/PCI-X/PCIe based options  Ethernet (10/100/1000), 10GigE, Sonet/SDH, PDH/TDM options  Port Density: 1, 2 and 4 port options  Hardware-based, packet-processing functionality  Linux, FreeBSD and Windows Server 2003 supported Endace Probe Technology:  With up to 20 1GigE ports or 10 10GigE ports and 32TB of local storage on a single probe, the Series 7000 EndaceProbe raises the bar in terms of port-density, performance and value – allowing you to radically reduce the number of probes required to build a comprehensive packet capture fabric.  Leveraging the latest multi-core Westmere processor technology, Series 3000 and 7000 EndaceProbes have the power to capture traffic at full line rate right up to 40Gb/s making them by far the most price competitive packet capture solutions on the market today. Endace Open Development Environment (Endace ODE):  This is a product option available for select Endace Probe platforms. The Endace ODE option retains the underlying physical hardware of the Endace Probe, but replaces the closed, fully managed OSm operating system with an open Linux operating system suitable for application development. To differentiate the various configurations within this document, we will call the fully managed platform “Endace Probe”, the open platform “Endace ODE”, and the virtual machine “Endace VM”. From the perspective of a specific VM, the Endace Probe that is hosting this VM is called the “host Probe”. 34 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED Appendix B to Schedule 2 Description of Services Terms of Support This Appendix governs the supply of support services by Endace Europe Limited, a company registered in England (registration number 04834114) with its registered office at Squires House, 205a High Street, West Wickham, Kent, United KingdomSheraton House, Castle Park, Cambridge, CB3 0AX, United Kingdom (referred to as “Endace”, “we”, “us” or “our”) to you the customer (also referred to as “you” or “your”). In this agreement, unless the context requires otherwise: (a) “Defect” means a material defect or error in the Software under normal use or a failure of the Software to comply with its documentation. (b) “Product” means an Endace hardware product including appliances such as “ENDACEPROBE” or DAG cards, (“Cards”) and includes all Software. (c) “Hardware Warranty” means (if applicable) the warranty terms supplied with a Product. (d) “Serious Defect” means a Defect which causes the Software to be completely unavailable or a critical function of the Software to be completely inaccessible or significantly impaired. (e) “Software” means any Endace software included with or embedded in a Product. (f) “Support Materials” means software and information made available to you by Endace to assist you in installing, using, maintaining and/or supporting Endace hardware products. 1. Support Subject to payment of the applicable support fees, we will during the term of this agreement: (a) provide a web-based support portal to allow you access to an on-line knowledgebase, download Software updates and find contact information for support; (b) provide telephone and email support for difficulties that you may have in using the Product: If you are an Appliance customer, telephone support will be available between 9am-5pm New Zealand hours (GMT+12), Monday to Friday (excluding public holidays in New Zealand); (c) allow you to download Software updates relating to your Product which are made available by us from time to time on our web portal; (d) provide a Warranty Period on the Products expressly stated in our support quotation for the duration of 12 months. (e) confirm whether a fault reported by you is or appears to be a Defect; (f) for Serious Defects, endeavour to find a workaround for the Serious Defect or, if a workaround cannot be found, correct the Serious Defect by providing a patch to the Software at the earliest possible date; (g) Ensure that any other Defects are corrected, at the latest, in the next release of the Software; however this agreement does not include hardware depot repair and/or replacement. 35 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED If you are an Appliance customer and have purchased the advance replacement option from us, we will provide you with the quoted advance replacement services. Unless otherwise agreed, you must raise a return material authorisation (“RMA”) with us before 2 p.m. on a business day to receive the replacement parts on the next business day. RMA’s received after 2 p.m. will be processed on the next business day for delivery on the subsequent business day. On-site installation or support services or visits by Endace engineers are not covered by this agreement, unless expressly quoted for by Endace and then solely to the extent quoted. You are responsible for the application of Software patches and updates. We reserve the right to charge for additional Software features requested by you that were not part of the Product specifications at the time of purchase. If you do not have a valid support subscription when contacting support and the Product is no longer covered by the Hardware Warranty you will be charged based on the time taken to resolve the issue and receive lower priority that Endace Global Support customers. 2. Support term and support fees Unless otherwise expressly agreed between the parties, this agreement shall commence on the date of shipment of the Product and shall remain in force for one year. Fees for support for the first year from purchase are as stated on each written quote for Products. Support for subsequent years will be automatically renewed unless Endace are provided with a period of at least sixty (60) days notice in writing prior to the anniversary of purchase. Fees for renewal of support for subsequent periods will be reviewed annually where increases in fees are capped to a maximum of +5%. Payment must be made prior to the renewal period commencing. Support fees may be invoiced via an Endace distributor, however all support services are provided by Endace. In some circumstances e.g. where a Product is being phased out), support may only be available for part of a year, hence we will provide at least 6 month’s notice that a Product is becoming unsupported. If you did not purchase support with your initial Product purchase and you subsequently wish to initiate support, or if you have allowed support to lapse and you may wish to recommence support, in this instance a support initiation/recommencement fee may apply. Please discuss with your Endace sales representative. 3. Your responsibilities To facilitate our ability to provide support for the Product, you agree to, as far as possible, supply documentation and other relevant information. Please provide a contact who will be responsible for providing this information to us. You may use Support Materials solely for the purpose of installing, using, maintaining and supporting the Products as necessary for your legitimate use of the Products for internal business purposes. You must hold Support Materials in strict confidence and may only provide Support Materials to employees in your organization on a need-to-know basis. You must not use the Support Materials to assist in the development of any competing product. Your use of any Software supplied under this agreement will be subject to the Software Licence Agreement accompanying the Software. Title to Support Materials, documentation and all Software remains with Endace and its suppliers. All usernames and passwords for the secure support section of the Endace website must be kept confidential at all times. You are fully responsible, financially and legally, for all use of the secure support section of the Endace website enabled through use of your usernames and passwords. With all future orders and to facilitate Endace in identifying and tracking Endace products procured by GCHQ as either a) production or b) spare units, GCHQ agree to the best of their ability to define and supply such categorisation to Endace when requesting of Endace Product quotations. 36 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED 4. Limitations We will not be obligated under this agreement to provide a remedy for any Defects in old versions of the Software, if a remedy for the Defect already exists in newer versions of the Software. We do not guarantee that the Product can be used without disruption, that remedies provided can be used without disruption, or that all problems with the Products will be solved. 5. Export control You must adhere to all applicable export control laws and regulations and shall not export or re-export any Products or technical data received except in compliance with the applicable export control laws and regulations. You are responsible for obtaining such licenses to export, re-export or import Products or technical data as may be required. 37 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED Appendix C to Schedule 2 Technical Specification of Goods The Technical Specification for the Goods shall be Contractors datasheets, available for download on www.endace.com, on the date of shipment of the Goods. 38 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED Appendix D to Schedule 2 List of Goods subject to the Support Services The Goods subject to the Terms of Support includes the GCHQ estate of Endace Goods purchased to date, also when available MEDUSA probe software and firmware only for the remainder of the contract, also future Goods purchased within the contract period. These goods are typically Endace DAG and Probe technology, and the Endace Open Development Environment. The Goods excluded from the Terms of Support are all Endace Goods having reached their end-of-life and Endace Hydra probe – NBP40G1-AAZ-AA optics. Please not the Endace Hydra probe – NBP40G1-AAZ-AA is subject on delivery to GCHQ to an acceptance testing exercise to ascertain the conformity of the Endace Hydra probe optics only, this exercise is to be undertaken by GCHQ only. GCHQ within 1 calendar month of the delivery date of each Hydra probe will inform Endace of the status of such an exercise. Resultant functional optics is assumed as acceptance. Resultant non-functional optics requires the Hydra probe to be returned to Endace for remedy. 39 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED SCHEDULE 3 SCHEDULE 3 SECURITY MEASURES. This Schedule 3 shall be read in conjunction with Schedule 4 hereto. The provisions of Security Requirements (Schedule 3.1) of this Contract also apply. In the event of any conflict arising between Schedule 3.1 and Schedule 3, the AUTHORITYs decision shall be final. 2. In this Schedule: 2.1. “Secret Matter” means any matter connected with the Contract, or its performance which is designated in writing by the AUTHORITY as "Top Secret", "Secret", or "Confidential", and shall include any information concerning the content of such matter and anything which contains or may reveal that matter; 2.2. “Employee” shall include any person who is an employee or director of the Contractor or who occupies the position of a director of the Contractor, by whatever title given. 3. The Contractor shall (in relation to Services provided at the AUTHORITY’s premises in the United Kingdom): a) take all reasonable steps to ensure that all Employees engaged on any work in connection with the Contract have notice that the Official Secrets Acts 1911-1989 apply to them and will continue so to apply after the completion or termination of the Contract; and b) if directed by the AUTHORITY, ensure that any Employee shall sign a statement acknowledging that, both during the term of the Contract and after its completion or termination, he is bound by the Official Secrets Acts 1911-1989 (and where applicable by any other legislation). c) unless he has the written authorisation of the AUTHORITY to do otherwise, neither the Contractor nor any of his Employees shall, either before or after the completion or termination of the Contract, do or permit to be done anything which they know or ought reasonably to know may result in Secret Matter being disclosed to or acquired by a person in any of the following categories: i) who is not a British citizen; ii) who does not hold the appropriate AUTHORITY for access to the protected matter; a) in respect of whom the AUTHORITY has notified the Contractor in writing that the Secret Matter shall not be disclosed to or acquired by that person; b) who is not an Employee of the Contractor; c) who is an Employee of the Contractor and has no need to know the information for the proper performance of the Contract. d) Unless he has the written permission of the AUTHORITY to do otherwise, the Contractor and his Employees shall, both before and after the completion or termination of the Contract, take all reasonable steps to ensure that:i) no photograph of, or pertaining to, any Secret Matter shall be taken and no copy of or extract from any Secret Matter shall be made except to the extent necessary for the proper performance of the Contract; ii) any Secret Matter is at all times strictly safeguarded in accordance with the Manual of Protective Security and upon request, is delivered up to the AUTHORITY who shall be entitled to retain it. 40 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED A decision of the AUTHORITY on the question of whether the Contractor has taken or is taking reasonable steps as required by this Clause, shall be final and conclusive. e) The Contractor shall: i) provide to the AUTHORITY: ii) upon request, such records giving particulars of those Employees who have had at any time, access to any Secret Matter that is required to be kept in accordance with this Schedule; iii) upon request, such information as the AUTHORITY may from time to time require so as to be satisfied that the Contractor and his Employees are complying with his obligations under this Clause, including the measures taken or proposed by the Contractor so as to comply with his obligations and to prevent any breach of them; iv) full particulars of any failure by the Contractor and his Employees to comply with any obligations relating to Secret Matter arising under this Clause immediately upon such failure becoming apparent; v) ensure that, for the purpose of checking the Contractor's compliance with this Schedule, a representative of the AUTHORITY shall be entitled at any time to enter and inspect any premises used by the Contractor which are in any way connected with the Contract and inspect any document or thing in any such premises, which is being used or made for the purposes of the Contract. Such representative shall be entitled to all such information as he may reasonably require. 4. If at any time either before or after the completion or termination of the Contract, the Contractor or any of his Employees discovers or suspects that an unauthorised person is seeking or has sought to obtain information directly or indirectly concerning any Secret Matter, the Contractor shall forthwith inform the AUTHORITY of the matter with full particulars thereof. 5. If the Contractor proposes to make a sub-contract which will involve the disclosure of Secret Matter to the sub-Contractor, the Contractor shall: 6. 7. a) submit for approval of the AUTHORITY the name of the proposed sub-Contractor, a statement of the work to be carried out and any other details known to the Contractor which the AUTHORITY shall reasonably require; b) incorporate into the sub-contract the terms of Appendix A hereto and such secrecy and security obligations as the AUTHORITY shall direct; c) inform the AUTHORITY immediately he becomes aware of any breach by the sub-Contractor of any secrecy or security obligation and, if requested to do so by the AUTHORITY, terminate the sub-contract. The AUTHORITY shall be entitled to terminate the Contract immediately if: a) the Contractor is in breach of any obligation under this Schedule 3 or Schedule 4 hereto; or b) the Contractor is in breach of any secrecy or security obligation imposed by any other contract with the Crown; c) where the AUTHORITY considers the circumstances of the breach jeopardise the secrecy or security of the Secret Matter. The Appendix A attached to this Schedule 3 contains provisions that the Contractor shall ensure are included in any and all Sub-Contracts for the performance of the work under this Contract that may necessitate the disclosure by the Contractor to a Sub-Contractor of Secret Matter. 41 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED MONITORING OF GCWEB AND OTHER GCHQ TELECOMMUNICATION SYSTEMS. 8. The Contractor acknowledges and accepts for itself, its employees, servants and agents that access to, and all communications on, the GCHQ Intranet and other GCHQ telecommunications systems may be monitored for all lawful purposes, and such purposes include: a) the prevention or detection of crime; b) to prevent or detect unauthorised use; c) to secure the effective operation of the system; and d) quality control and training 9. During monitoring, information may be examined, recorded, copied, and used for authorised purposes. All information, including personal information, placed on or sent over this system may be monitored. The Contractor acknowledges that they have no expectation that such communications are private and hereby gives its consent to such monitoring and/or recording. 10. Individual consent (this is normally handled by FP1A as part of the procedure allowing Contractor access to the GCHQ website): [If paper based] “By signing this form”[if electronic, e.g. pop-up notice] “In using this system”, you acknowledge and accept that access to, and all communications on, the GCHQ systems (including the Intranet) may be monitored for all lawful purposes. These include: (1) the prevention or detection of crimes; (2) to prevent or detect unauthorised use; (3) to secure the effective operation of the system; and (4) quality control and training. During monitoring, information may be examined, recorded, copied, and used for authorised purposes. All information, including personal information, placed on or sent over this system may be monitored. In using this system you acknowledge that you have no expectation that your communications are private [and if paper based, include the following] and in signing this form below you give your consent to such monitoring and/or recording.” 42 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED APPENDIX A TO SCHEDULE 3 SECURITY MEASURES PROVISIONS TO BE INCLUDED IN RELEVANT SUB-CONTRACTS. 1. This Clause contains the provisions that shall be included in relevant sub-contracts for the performance of work under this Contract. 2. In this Clause "Agreement" shall mean the "Sub-Contract", "First Party" shall mean the "Contractor" and "Second Party" shall mean the "Sub-Contractor" “Definition” 1. In this Condition:a) "Secret Matter" means any matter connected with the Agreement, or its performance which the First Party informs the Second Party in writing has been designated by the AUTHORITY as "Top Secret", "Secret", or "Confidential", and shall include any information concerning the content of such matter and anything which contains or may reveal that matter; b) "Employee" shall include any person who is an employee or director of the Second Party or who occupies the position of a director of the Second Party, by whatever title given; c) the "AUTHORITY" means the Director, Government Communications Headquarters. The Official Secrets Acts 2. The Second Party shall: a) take all reasonable steps to ensure that all Employees engaged on any work in connection with the Agreement have notice that the Official Secrets Acts 1911-1989 apply to them and will continue so to apply after the completion or termination of the Agreement; and b) if directed by the First Party or the AUTHORITY, ensure that any Employee shall sign a statement acknowledging that, both during the term of the Agreement and after its completion or termination, he is bound by the Official Secrets Acts 1911-1989 (and where applicable by any other legislation). Security Measures 3. 4. Unless he has the written authorisation of the AUTHORITY to do otherwise, neither the Second Party nor any of his Employees shall, either before or after the completion or termination of the Agreement, do or permit to be done anything which they know or ought reasonably to know may result in Secret Matter being disclosed to or acquired by a person in any of the following categories: a) who is not a British citizen; b) who does not hold the appropriate AUTHORITY for access to the protected matter; c) in respect of whom the AUTHORITY has notified the Second Party in writing that the Secret Matter shall not be disclosed to or acquired by that person; d) who is not an Employee of the Second Party; e) who is an Employee of the Second Party and has no need to know the information for the proper performance of the Agreement. Unless he has the written permission of the AUTHORITY to do otherwise, the Second Party and his Employees shall, both before and after the completion or termination of the Agreement, take all reasonable steps to ensure that:a) no photograph of, or pertaining to, any Secret Matter shall be taken and no copy of or extract from any Secret Matter shall be made except to the extent necessary for the proper performance of the Agreement; 43 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED b) any Secret Matter is at all times strictly safeguarded in accordance with the Manual of Protective Security and upon request, is delivered up to the AUTHORITY who shall be entitled to retain it. A decision of the AUTHORITY on the question of whether the Second Party has taken or is taking reasonable steps as required by this Clause, shall be final and conclusive. 5. The Second Party shall: a) b) provide to the AUTHORITY: i) upon request, such records giving particulars of those Employees who have had at any time, access to any Secret Matter that is required to be kept in accordance with Subclause 4.b.; ii) upon request, such information as the AUTHORITY may from time to time require so as to be satisfied that the Second Party and his Employees are complying with his obligations under this Condition, including the measures taken or proposed by the Second Party so as to comply with his obligations and to prevent any breach of them; iii) full particulars of any failure by the Second Party and his Employees to comply with any obligations relating to Secret Matter arising under this Condition immediately upon such failure becoming apparent; ensure that, for the purpose of checking the Second Party's compliance with the obligation in Sub-clause 4.b., a representative of the First Party or the AUTHORITY shall be entitled at any time to enter and inspect any premises used by the Second Party which are in any way connected with the Agreement and inspect any document or thing in any such premises, which is being used or made for the purposes of the Agreement. Such representative shall be entitled to all such information as he may reasonably require. 6. If at any time either before or after the completion or termination of the Agreement, the Second Party or any of his Employees discovers or suspects that an unauthorised person is seeking or has sought to obtain information directly or indirectly concerning any Secret Matter, the Second Party shall forthwith inform the AUTHORITY of the matter with full particulars thereof. Sub-Contracts 7. If the Second Party proposes to make a sub-contract which will involve the disclosure of Secret Matter to the sub-Contractor, the Second Party shall: a) submit for approval of the AUTHORITY the name of the proposed sub-Contractor, a statement of the work to be carried out and any other details known to the Second Party which the AUTHORITY shall reasonably require; b) incorporate into the sub-contract the terms of this Condition and such secrecy and security obligations as the AUTHORITY shall direct; c) inform the AUTHORITY immediately he becomes aware of any breach by the sub-Contractor of any secrecy or security obligation and, if requested to do so by the AUTHORITY, terminate the Agreement. Termination 8. The First Party shall be entitled to terminate the Agreement immediately if: a) the Second Party is in breach of any obligation under this Condition; or b) the Second Party is in breach of any secrecy or security obligation imposed by any other contract with the Crown; where the AUTHORITY considers the circumstances of the breach jeopardise the secrecy or security of the Secret Matter and notifies its Contractor accordingly. 44 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED APPENDIX B TO SCHEDULE 3. EXTRACTS FROM THE OFFICIAL SECRETS ACTS 1911 and 1989 1 Extracts from the Official Secrets Act 1911: If any person for any purpose prejudicial to the safety or interest of the State “Obtains, collects, records or publishes, or communicates to any other person any secret official codeword, or password, or any sketch, plan, model, article, or note or any other document or information which is calculated to be or might be or is intended to be directly or indirectly useful to an enemy.” he shall be found guilty of felony. 2 Extracts from the Official Secrets Act 1989: The provisions of paragraph 1 shall apply where: “Any information, document or other article protected against disclosure by the foregoing provisions of this Act has come into a person’s possession as a result of having been: a) disclosed (whether to him or another) by a Crown servant or government Contractor without lawful AUTHORITY; or b) entrusted to him by a Crown servant or government Contractor on terms requiring it to be held in confidence or in circumstance in which the Crown servant or government Contractor could reasonably expect that it would be so held; or c) disclosed (whether to him or another) without lawful AUTHORITY by a person to whom it was entrusted as mentioned in paragraph 2.1.2; and d) the disclosure without lawful AUTHORITY, document or article by the person into whose possession it has come is not an office under any of those provisions; e) the person into whose possession the information, document or article has come is guilty of an offence if he discloses it without lawful AUTHORITY knowing, or having reasonable cause to believe, that it is protected against disclosure by the foregoing provisions of this Act (not reproduced in this Contract) and that it has come into his possession as mentioned in paragraph 2.2 above.” 3. Notwithstanding the generality of paragraph 1, the provisions of Clause 2 shall operate without prejudice to and be read subject to the application of the Official Secrets Acts 1911 to 1989. - end of Schedule 3 - 45 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED SCHEDULE 3.1 SECURITY REQUIREMENTS. INTRODUCTION 1. This Schedule details the obligations placed upon the Contractor to adhere to the AUTHORITY’s security requirements in respect of the Contract. The provisions of Security Measures (Schedule 3) of this Contract also apply. In the event of any conflict arising between Schedule 3 and Schedule 3.1, the AUTHORITY's decision shall be final. 2. The terms Contractor and Contractor personnel include the Contractor’s employees, Sub-Contractors, Agents and Servants. 3. The Contractor shall for the term of this Contract be subject to the UK universal baseline measures for the protection of Protectively Marked (PM) information and material, as laid out in the AUTHORITY's Manual of Protective Security, For the purposes of this Schedule, the term Protective Marking equates to security classification (RESTRICTED, CONFIDENTIAL, SECRET, TOP SECRET). 4. All services undertaken by the Contractor shall comply with the AUTHORITY's requirements as defined in the reference documents in paragraph 8 of this Schedule. 5. The Contractor may use accommodation on the Premises, Sites in the UK and Overseas, in accordance with the provisions of Schedule 7 of this Contract, but may use additional facilities Off-Site when appropriate, subject to accreditation being in place and the AUTHORITY's prior written consent. 6. Whilst on the Premises the Contractor shall comply with all requirements as defined in the reference documents in paragraph 8 of this Schedule in respect of personnel attending those Premises. The AUTHORITY shall provide copies of its security procedures to the Contractor on request. 7. The Contractor shall, when undertaking its obligations arising from this Contract, ensure that any OffSite accommodation comprises secure, accredited premises, and computer systems accredited in accordance with the AUTHORITY's requirements. The Contractor shall provide a level of security commensurate with the demands of the Contract, and in accordance with the AUTHORITY's requirements. Working off-site in non-accredited accommodation shall require the prior written authorisation of the AUTHORITY, which shall not normally be given. ACCREDITATION 8. The Contractor shall ensure that any of its IT systems that stores, processes or forwards any of the AUTHORITY’s data shall be Accredited in accordance with the AUTHORITY 's requirements. The Accreditation Document Set (ADS) shall be in place prior to the commencement of any classified work. The parties acknowledge that it is not the intention of the Parties to carry out any classified work under this Contract. REFERENCE DOCUMENTS 9. The Contractor is bound by the following documents for the performance of this Contract, when working On-Site: a) b) c) d) 10. The Manual of Protective Security; The AUTHORITY's Security Manual; The STRAP Manual; and The AUTHORITY's Staff Handbook. The Contractor is bound by the following documents for the performance of this Contract, when working Off-Site: a) b) c) The Manual of Protective Security; The AUTHORITY's Security Manual; and The STRAP Manual. 46 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED 11. Where conflict arises between any of these reference documents, any such conflict shall be raised in accordance with Condition A4, the AUTHORITYs decision shall be final. 12. The AUTHORITY shall make these reference documents and updates to these documents available on its Intranet. The Contractor shall be responsible for viewing these updated documents, and will be bound by the updated documents. DEALINGS WITH THE PUBLIC, EXTERNAL ORGANISATIONS AND THE MEDIA 13. The Contractor shall ensure that all media or other enquiries it receives concerning the AUTHORITY are referred to the AUTHORITY in writing within 2 working days of receipt of the enquiry. The Contractor may respond only in accordance with the AUTHORITY's prior written direction. 14. The Contractor shall inform its personnel that they must not acknowledge their or the Contractor's association with the AUTHORITY or its Premises in any public (or private) exchanges in which they might be involved without the AUTHORITY’s prior written consent. Clause C3 (Confidentiality) also applies. 15. The Contractor shall ensure that its personnel report, by phone or fax, within one working day to the AUTHORITY’s Contract Branch any circumstances or events which they consider to be suspicious, including but not limited to: a. undue curiosity or persistent questioning encountered regarding the AUTHORITY, its operations or activities or any suspicious contact with any individual; b. any undue interest in any aspect of the work, technical capability, responsibilities or operations of the AUTHORITY or any of its Contractors; c. any attempt by an individual to have an unauthorised item or package introduced to the Premises; and d. any unauthorised attempt by an individual to gain access to PM Material. This report should be confirmed in writing within 3 working days. 16. The Contractor shall ensure that its personnel are made aware that involvement with learned societies and other professional or trade organisations may expose that individual to questioning about his or her work on the Premises, and carries a risk of inadvertent disclosure of information regarding the AUTHORITY and its activities. 17. The Contractor shall inform the AUTHORITY in accordance with Condition A4, by phone or fax, within one working day of becoming aware that any of its personnel has contact with any pressure group or other organisation which the Contractor knows or believes to support or promote terrorism, anarchy, the overthrow of parliamentary democracy or the subversion of British political institutions or which promotes or is associated with any terrorist or totalitarian ideology or organisation, whether in the UK or elsewhere. This report should be confirmed in writing within 3 working days. 18. The Contractor shall ensure that in responding to any market research questionnaires its personnel do not use any of the AUTHORITY 's addresses or reveal any information about the AUTHORITY. In response to any such questionnaires the Contractor personnel who work on the Premises shall not use their office title or job description. 19. The Contractor shall ensure that its business cards, compliment slips and other stationery or publicity material do not, without the AUTHORITY 's prior written approval, expressly (including by referring to the AUTHORITY 's postal address) identify the Contractor as having any association with the AUTHORITY. CONTROL OF PROTECTIVELY MARKED MATERIAL 20. All material with a PM of CONFIDENTIAL and above must be handled in accordance with the AUTHORITY’s reference documents as set out in paragraph 8 of this Schedule. 47 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED Protection of RESTRICTED Material 21. Disclosure of RESTRICTED Material must be strictly confined to those members of the Contractor’s personnel whose access to the material is essential for carrying out their duties under this Contract. 22. The Contractor must obtain the prior written consent of the AUTHORITY before any RESTRICTED Material is released or passed to any other organisation, company or individual and this shall include other organisations, companies or individuals within the Contractor’s parent group or other similar body. 23. The Contractor shall ensure that Contractor personnel who have access to RESTRICTED Material do not divulge it to any unauthorized person and should be informed that they are subject to the provisions of the Official Secrets Acts 1911-1989. For the purposes of this Schedule, the term ‘authorized’ refers to those personnel whose access to the material is essential for carrying out their duties under this Contract. Handling within the Contractor’s Premises 24. RESTRICTED Material shall be handled within the CONTRACTOR’s premises, and those of its SubContractors or Agents or Servants, in such a way as to ensure that no unauthorized person has access. Handling outside the Contractor’s Premises 25. RESTRICTED Material may be sent by ordinary post in a single envelope. 26. RESTRICTED hardware shall be moved as quickly as is reasonably possible and precautions taken against theft and other forms of unauthorized access. 27. Material Protectively Marked RESTRICTED or above shall not be faxed outside mainland UK. 28. RESTRICTED Material may be sent or transmitted outside mainland UK only in accordance with the AUTHORITY’s prior written advice and consent. 29. RESTRICTED Material shall be transmitted over the Internet only in accordance with CESG S(E)N 02/3 & CESG Infosec Manual V. SECURITY CLEARANCES 30. The Contractor shall submit for security clearance those personnel that the Contractor proposes to employ in the fulfilment of this Contract within 10 working days of being requested to do so by the AUTHORITY. 31. The minimum level of security clearance for any Contractor personnel working unattended (ie with a retention pass) at the Premises shall be Developed Vetting (DV), a TOP SECRET STRAP induction and a TK clearance, unless otherwise agreed with the AUTHORITY. 32. The provisions of paragraph 30 shall not apply when an uncleared individual is closely supervised at all times by a member of the Contractor’s or AUTHORITY’s personnel who has a DV, a TOP SECRET STRAP induction and a TK clearance. SECURITY MANAGEMENT PLAN (SMP) 33. All Contractor personnel permitted in accordance with paragraph 30 to work at the AUTHORITY’s Premises with a clearance lower than DV shall be bound by the terms of an SMP, where the AUTHORITY has determined that an SMP is appropriate. The SMP shall include but shall not be limited to defining the Contractor's access to premises, information and IT systems while on the AUTHORITY’s premises. 48 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED SECURITY EDUCATION 34. The Contractor shall ensure that all Contractor personnel attend a security education course, provided by the AUTHORITY, when and as required by the AUTHORITY. SECURITY INCIDENTS 35. For the purposes of this Schedule 3.1, a Major Security Incident is a Security Incident where there is prima facie evidence that the security of any of the AUTHORITY’s Premises, operations or activities has been compromised (i.e. made available to unauthorised persons). A Minor Security Incident is a Security Incident, which is not a Major Security Incident. 36. The Contractor shall report, by phone or fax, Major Security Incidents to the AUTHORITY 's Industrial Security Branch (R44) within one hour of becoming aware of them. Out of working hours, the Contractor will report Major Security Incidents to the GSOC Senior Duty Officer. The report shall specify which Contractor personnel were involved and the nature and circumstances of the incident. Any oral reports shall be confirmed in writing within two (2) working days of the oral report. 37. In the event of a Major Security Incident involving the Contractor, the Contractor shall co-operate with any investigation into the circumstances of, and responsibility for, the Major Security Incident. The Contractor shall take such action as the investigator shall reasonably require. 38. The Contractor shall report Minor Security Incidents to the AUTHORITY 's Industrial Security Branch (R44) within twenty-four (24) hours of becoming aware of them. 39. In the event that the Contractor causes a Minor Security Incident, the Contractor shall consult with the AUTHORITY 's Industrial Security Branch and take appropriate remedial action. The Contractor shall inform the AUTHORITY when the remedial measures have been implemented which shall be no less than 10 working days after the consultation with the AUTHORITY. CONTRACTOR RIGHTS OF ACCESS TO AUTHORITY PREMISES 40. The Contractor and its personnel shall comply with the AUTHORITY’s current vehicle and personnel search procedures, as detailed in the reference documents. PROHIBITED AND RESTRICTED ITEMS 41. Certain items (e.g. laptops and PDA’s and USB plug and play devices) are banned from GCHQ sites. These include unofficial IT equipment and associated media including modems, recordable media (including floppy diskettes, DVD’s, disksticks, CDs, memory cards etc) with a recording capability; unofficial video and audio recording equipment; computer games (hand-held computer games are permitted); and RF scanners. In addition, facilities such as wireless, infrared and Bluetooth are prohibited. 42. Other items are restricted, e.g. cameras (not video cameras) which may be brought onto site but must not be used at any time and must not be taken into buildings; CB and amateur radio equipment; which may be brought onto site but must be switched off at all times while on site and must not be taken into buildings; audio cassette players, personal stereos, compact disc players, minidisc players may be brought onto a site and into buildings as long as they do not have a recording capability. 43. Mobile Phones (any phones not owned or authorised by GCHQ) may be brought onto the Cheltenham sites and operated outside but not taken into buildings where Protectively Marked work is carried out. The use of mobile phones at other GCHQ sites is at the discretion of the Officer in Charge. 44. Contractor personnel requiring to bring laptops and software onto the Premises may only do so with prior authorisation from the AUTHORITY, and shall be required to provide serial numbers to enable the AUTHORITY’s security staff to authenticate any equipment taken off the Premises. Permission for such laptops to be connected to the AUTHORITY’s networks will not be granted. 45. A full list of Prohibited and Restricted Items is contained in the AUTHORITY 's Security Manual. 49 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED 46. Contractor personnel shall comply with any rules, regulations and requirements as may be in force at the Premises visited. In the event of any conflict, local regulations will take precedence over paragraph 44. PASSES 47. Where necessary for the performance of the Contract, and at its sole discretion, the AUTHORITY shall grant the Contractor reasonable access to the Premises by means of passes valid for one day or longer. On arrival at the Premises all Contractor personnel shall report to Reception where their AUTHORITY to visit will be checked. Where the visit is accepted, Reception shall issue the requisite passes before entry is permitted. Passes shall be issued only to authorized Contractor personnel who can provide adequate official identification, for example a current passport or driving licence. Passes shall be worn and clearly visible at all time while on the Premises and removed from view when not on the Premises. Failure to display the supplied pass may be regarded as grounds for refusal of further admittance to the Premises. The Contractor shall make its personnel aware of the need to allow time for pass issue and vehicle searches before they can proceed to their appointments. 48. Contractor personnel who cannot produce an appropriate pass when required to do so by any representative of the AUTHORITY, or who contravene any conditions on the basis of which a pass was issued, may be refused admission to the Premises or required to leave those Premises if already there. 49. Contractor personnel shall promptly return any pass if at any time the AUTHORITY so requires, or if the person for whom it was issued ceases to be involved in the performance of the Contract. The Contractor shall promptly return all passes on completion or earlier termination of the Contract. CONTRACTOR SECURITY MANAGER 50. The Contractor shall appoint a Security Manager responsible for ensuring that Contractor personnel meet the Contractor’s security obligations. The Security Manager shall be the Contractor’s first point of contact for its personnel’s security queries. The Contractor shall nominate the Security Manager at the time of tender. DELIVERABLES 51. IT systems or components provided to GCHQ under this contract must have default accounts/passwords removed and use secure protocols only (eg ssh-based vice ftp, telnet, rsh etc). All open ports and services must have a business case. All current security patches, and a system lock-down strategy are to be applied. The implementation, and tests that demonstrate proof, are to be documented. Any variation from this statement must be agreed with the GCHQ contract manager (with appropriate advice from IT Security department). SYSTEMS ACCESS 52. The Contractor shall not access the AUTHORITY’s systems remotely via modem or other network without the AUTHORITY 's express agreement. All work on the AUTHORITY’s systems and networks shall be carried out on the Premises. However, the Contractor may provide its own Off-Site systems for the development of Deliverables, in accordance with paragraph 50. 53. Contractor personnel with a DV clearance, TOP SECRET STRAP induction and TK clearance may, at the AUTHORITY’s sole discretion, be granted access to the AUTHORITY’s IT networks as required for the performance of this Contract. CONTRACTOR personnel shall observe the AUTHORITY’s security procedures in respect of all the AUTHORITY’s networks, and shall observe the AUTHORITY’s requirements in respect of transferring data between these networks. 54. The Contractor shall comply with the reference documents at paragraph 8 of this Schedule in respect of the import and dissemination of malicious software onto the systems used for the performance of this Contract. 50 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED 55. Contractor personnel who use any of the AUTHORITY 's IT systems shall abide by the AUTHORITY’s policies on the use of its IT systems, as defined in the reference documents in paragraph 8 of this Schedule. RETENTION OF MAGNETIC MEDIA 56. For internal reasons, removal from the AUTHORITY’s Premises of used magnetic/optical media is not permitted. In the event that such items need replacement, the Contractor shall supply additional units and the AUTHORITY will retain the original units. DEFINITIONS WITHIN SCHEDULE 3.1. 57. For the avoidance of doubt, notwithstanding any definitions provided elsewhere, and for the purposes of this Schedule 4, the following words within this Schedule 4 shall be ascribed the following meanings: 57.1. “Protective Marking” shall mean security classification such as RESTRICTED, CONFIDENTIAL, SECRET, TOP SECRET. 57.2. “authorised” means those personnel whose access to the material is essential for carrying out their duties under this Contract. 57.3. “to compromise” means to make available to persons who are not authorised. - end of Schedule 3.1- 51 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED SCHEDULE 4 SOFTWARE LICENCE AGREEMENT DAG SOFTWARE END USER LICENCE AGREEMENT IMPORTANT - READ CAREFULLY This document is a legal agreement (“Licence”) between you (either an individual or an entity) and Endace Measurement Systems Limited, a New Zealand company ("Endace") for the Software (as defined below). WARNING! DO NOT INSTALL, COPY, READ, STUDY, OR OTHERWISE MAKE USE OF THE SOFTWARE AND (IF SUPPLIED TO YOU IN A SEALED PACKAGE) DO NOT OPEN THE SEALED PACKAGE UNTIL YOU HAVE READ AND ACCEPTED ALL THE TERMS OF THIS LICENCE. BY INSTALLING, CLICKING ON "ACCEPT" DURING THE INSTALL PROCESS, COPYING, READING, STUDYING OR OTHERWISE MAKING USE OF THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT ACCEPT ALL THE TERMS OF THIS LICENCE DO NOT INSTALL, COPY, READ, STUDY OR OTHERWISE MAKE USE OF THE SOFTWARE. If the Software has been obtained for use by a company, you must not install, copy, read, study or otherwise make use of them unless you are authorised to bind the company to the terms of this Licence. Where a company is to be bound by this Licence, references to “you” and “your” in this Licence are references to the company. Included with the Software may be software that is not licensed by Endace, but is “open source” or “free”, eg software licensed under the GNU General Public License. “Open source” or “free” software included with the Software is not subject to this Licence – please refer to the documentation accompanying or included with that software. 1. (a) (b) Definitions: “Intellectual Property” means copyright, patents, designs, trade marks, trade names, goodwill rights, trade secrets, confidential information, know-how and any other intellectual proprietary right or form of intellectual property. “Software” means the Endace DAG software within a sealed package or an electronic install package (as applicable) including without limitation all associated media, printed materials and online or electronic documentation. 2. Licence: Endace and/or its suppliers (“Owners”) are the owners of the copyright and other intellectual property rights in the Software. On your acceptance of this Licence Endace grants you a non-exclusive, non-transferable licence to use the Software upon the terms and conditions contained in this Licence and in accordance with its documentation. You do not receive title to the Software or any Intellectual Property or proprietary rights whatsoever. 3. (a) (b) (c) (d) 4. (a) Permitted Uses: You may load, install and use the Software for your internal business purposes. You may make one copy of the Software for archive or back-up purposes only. Where you have been supplied with the source code for the Software or any part of the Software, you may translate, adapt, vary, modify, or make derivative works from that source code for your own internal use. Where you develop software utilising a documented Endace Application Programming Interface (Endace API) included with the Software, you may publish or otherwise distribute , in conjunction with your software, access methods to that Endace API, but only to the extent necessary for your software to operate in conjunction with the Software (or with other Endace hardware or software), and only if you ensure that each person who receives a copy of the software utilizing access methods to the Endace API (or any part thereof) is made aware that: (i) the Owners are the owners of all copyright and other intellectual property rights in the Endace API; (ii) the recipient may only install, copy, use, modify, distribute or otherwise deal with the Endace API (or any part thereof) on the terms set out in this Licence; and (iii) Endace and the Owners provide no warranties and accept no liability in respect of the Endace API. Restrictions: You must not use the Software or make copies of it except as permitted in this Licence. 52 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED (b) (c) (d) (e) (f) (g) 5. (a) (b) (c) Except as set out in clause 3, you must not translate, adapt, vary, modify, or make derivative works from, the Software or any part of it. Other than as permitted under law, you may not disassemble, decompile or reverse engineer any part of the Software supplied to you as compiled code, except that it is permissible to incidentally decompile the Software if it is essential to do so to achieve interoperability of the Software with another computer program (“the Purpose”) provided that you keep any information obtain during decompilation confidential and do not use that information in any way except for the Purpose. You must not remove or obliterate from the Software Endace’s copyright notice. Except as set out in clause 3, you must not sell, assign, lease, rent, loan or sub-licence your rights under this Licence, or provide the Software or otherwise make it available in whole or in part in any form to any person, without prior written consent from Endace. You must not use the Software for immoral, illegal or for any other purpose which may be determined threatening, abusive or harmful including but not limited to the creation or transmission of any virus, worms, trojan horse or any other destructive or contaminating program or the illegal interception of communications. You must not disclose to any person any information which would enable that person to do any of the prohibited acts above. You Must Also: ensure that every person who will use the Software is notified of this Licence and its terms prior to such use; supervise and control use of the Software in accordance with the terms of this Licence; and take reasonable measures to ensure the security of the Software. 6. Duration: This Licence is for indefinite term, provided that: (a) this Licence will immediately and automatically terminate if you breach any of its provisions, in which case you must immediately destroy the Software and all your copies; and (b) you may terminate this Licence by uninstalling the Software and all your copies, destroying same and notifying Endace in writing of termination. 7. No Warranties: ENDACE AND THE OWNERS PROVIDE THE SOFTWARE “AS IS” AND MAKE NO WARRANTIES IN RESPECT OF THE SOFTWARE, EITHER EXPRESS OR IMPLIED. TO THE EXTENT PERMISSIBLE BY LAW, ALL CONDITIONS AND WARRANTIES (STATUTORY, EXPRESS OR IMPLIED) ARE EXCLUDED INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Without limiting the generality of the preceding sentence, Endace makes no warranties that: future versions of the Software, if any, will contain features similar to or the same as the Software; or operation of the Software will be uninterrupted or error-free. 8. Exclusion of Liability: OTHER THAN FOR (I) NEGLIGENT ACTS OR OMISSIONS CAUSING DEATH OR PERSONAL INJURY TO ANY PERSON, OR (II) FRAUD, FOR WHICH LIABILITY IS NOT LIMITED: A. ENDACE AND THE OWNERS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OR DAMAGE WHATSOEVER; AND B. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE OR LOSS OF BUSINESS, DATA OR PROFITS HOWEVER ARISING IS EXPRESSLY EXCLUDED; AND C. IN THE EVENT THAT THESE EXCLUSIONS OF LIABILITY ARE HELD TO BE INVALID IN WHOLE OR IN PART, THEN ENDACE’S AND THE OWNERS’ MAXIMUM JOINT LIABILITY SHALL BE LIMITED TO THE LICENCE FEE (IF ANY) PAID BY YOU FOR THE SOFTWARE PLUS, WHERE YOU HAVE ACQUIRED THE SOFTWARE AS PART OF THE PURCHASE OF AN ENDACE DAG CARD THE PURCHASE PRICE OF THAT CARD. 9. Legal and Regulatory Approvals: You agree that it is your responsibility to obtain any legal or regulatory approvals required for installation and/or use of the Software. 10. Intellectual Property: You acknowledge that all copyright, trade marks, patents and other intellectual property in or relating to the Software and any derivative works thereof, including but not limited to all code, images, photographs, animations, video, audio, music, 53 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED text and data incorporated in the Software are owned by Endace and/or the Owners. You must reproduce and apply any copyright or other proprietary rights notices included on or embedded in the Software, or any part thereof, to any copies of the Software, or any part thereof, or to any derivative works thereof, in any form. 11. Indemnity: You shall defend, indemnify and hold harmless Endace and the Owners against any losses, damages, suits and other liabilities arising in whole or in part out of your acts or omissions in connection with this agreement and your use of the Software and any derivative works, including without limitation: (1) injuries to persons, including death or disease; (2) damage to property; and (3) your failure to comply with applicable law. 12. Benefit of Agreement: This Licence is for the benefit of and is enforceable by the Owners. 13. Export: You must adhere to any applicable export control laws and regulations and shall not export or re-export any Products or technical data received or the direct product of such technical data except in compliance with the applicable export control laws and regulations. 14. (a) (b) (c) (d) General: This License represents the whole of the contract and understanding between the parties; and replaces all prior agreements and understandings between the parties, whether written, oral or both, with respect to its subject matter. No addition or modification (including without limitation no additional warranty or representation) will be binding on either party unless made in writing and signed by both parties. Failure or neglect of Endace to enforce any provision of this Licence at any time shall not be construed or deemed to be a waiver of its rights and shall not in any way affect the validity of this Licence or any of its provisions nor prejudice Endace’s right to take subsequent action. In the event that any provision of this Licence is deemed by any competent authority having jurisdiction to be invalid, unlawful or unenforceable to any extent, that provision shall to that extent only be severed from the remaining provisions which shall continue to be valid. You agree that this Licence shall be construed in accordance with New Zealand law and that New Zealand courts shall have non-exclusive jurisdiction over any disputes relating to this Licence 54 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED SCHEDULE 5 CONTRACT MANAGEMENT CONTRACT MEETINGS 1. 2. Upon request of the AUTHORITY the initial Contract meeting will take place within two months of Contract Award, thereafter a review meeting will be held at three-month intervals, with additional meetings being scheduled as necessary, unless both parties agree that a meeting is not required. Any additional meetings shall be at no cost to the AUTHORITY. a) The AUTHORITY 's Project Manager shall attend each meeting and will advise the Contractor in advance of the composition of his supporting team. b) The Contractor's Project Manager shall be required to attend each meeting supported by personnel suitably qualified to respond to the areas of expertise notified by the AUTHORITY. Unless stated otherwise the Contractor shall be responsible for taking the minutes of the meeting. These shall be forwarded within two weeks of the meeting, in draft form, to the AUTHORITY’s Project Manager, for agreement prior to the final version being issued. PROGRESS REPORTS 1. Upon request by the AUTHORITY, progress reports are to be submitted at monthly intervals and in such form as agreed between the Parties. Progress reports are as a minimum to show the status of each active task and identify where time-scales are being met and where time-scales are not being achieved. Where time-scales are not being met progress reports must identify the actions being taken and the proposed actions to remedy the situation. 2. The submission and receipt of progress reports shall not prejudice the rights of either Party under the Contract. 55 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED SCHEDULE 6 DISPUTE RESOLUTION PROCEDURE Part 1 1. In the event of any Dispute, difference or question of interpretation arising between the Parties, neither Party shall take recourse to any other means of resolution unless and until the post- holders named below have been fully consulted. 2. Consultation for this purpose shall commence as between the lowest level post holders and, in the event that satisfactory resolution cannot be obtained at that level, shall proceed level by level up to the highest level post holder of the parties respective organisations as named herein. 3. A decision to take recourse to any other means of resolution beyond this procedure will be made by the highest level post holder named herein only after full and detailed review of the relevant issues with the lower level post-holders within their own organisation and with their counterpart level postholder of the other Party. 4. Notification of the invocation of this procedure must be made in writing and in the first instance between the lowest post holders. This procedure will not be deemed to be invoked unless such written notification has been carried out. 5. Below are the posts with their respective levels to which this procedure refers: The AUTHORITY Level 1 The Representative Level 2 Head of Commercial Delivery Level 3 Director of Technology The Contractor Level 1 The Representative Level 2 CTO Level 3 CEO and Group Legal Counsel Part 2 1. Mediation 1.1 The Parties shall submit the Dispute to a neutral adviser appointed by agreement to assist them in resolving the Dispute. Either Party may give written notice to the other proposing the name of a suitable person to be appointed. If no such person is appointed within 15 Business Days after such notice is given either Party may request the Centre for Dispute Resolution of 70 Fleet Street, London EC4Y 1EU to appoint a neutral adviser acceptable to both Parties. 1.2 The Parties shall, with the assistance of the neutral adviser appointed in accordance with paragraph 1.1 above, seek to resolve the Dispute by using an alternative dispute resolution procedure (the “ADR Procedure”) agreed between the Parties or, in default of such agreement, established by the neutral adviser. 1.3 If the Parties accept any recommendations made by the neutral adviser or otherwise reach agreement as to the resolution of the Dispute, such agreement shall be recorded in writing and signed by the Parties (and, if applicable, the neutral adviser), whereupon it shall become binding upon the Parties. 1.4 In the event that the Dispute is referred to arbitration in accordance with paragraph 2 of this Part of this Schedule, then: 56 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED (i) any neutral adviser involved in the ADR Procedure shall not take part in the arbitration, whether as a witness or otherwise, and any recommendations made by him in connection with the ADR Procedure shall not be relied upon by either Party without the consent of the other and the neutral adviser; (ii) neither Party shall make use of or rely upon information supplied, or the arguments raised by, the other in the ADR Procedure. 1.5 The costs and fees associated with the ADR Procedure shall be borne equally by the Parties. 2. Arbitration 2.1 If, within 56 Business Days of the date that the Parties submit the Dispute to a neutral adviser in accordance with the provisions of paragraph 1 of Part 2 of this Schedule, the Parties fail to accept any recommendations made by the neutral adviser appointed under the ADR Procedure or the Parties otherwise fail to reach agreement as to the resolution of the Dispute, then either Party may notify the other Party that the Dispute is to be referred to arbitration. 2.2 Any Dispute in respect of which either Party has served notice of arbitration pursuant to paragraph 2.1 above (including without limitation, any question regarding the existence, validity or termination of this Agreement) shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (LCIA) which Rules are deemed to be incorporated by reference into this paragraph. The tribunal shall consist of one arbitrator. The arbitrator shall be appointed by the President for the time being of the Chartered Institute of Arbitrators. The language of the arbitration shall be English and the seat and place of the arbitration shall be London, England. Neither Party shall be limited in any arbitration to the evidence or arguments previously put before the neutral adviser under the ADR Procedure to obtain his decision. The arbitrator shall have full power to open up, review and revise any endorsement, decision, opinion, instruction, approval finding, recommendation or determination made, notice or certificate given by the AUTHORITY or a representative of the AUTHORITY related to the Dispute referred to arbitration provided that the arbitrator shall have no such power in circumstances where the Agreement specifies that the decision or the opinion of the AUTHORITY is final and binding. 3 Confidentiality 3.1 Subject to paragraph 3.2 of this Part of this Schedule the Parties shall, and shall procure that the neutral adviser appointed pursuant to paragraph 1 above, shall keep: (i)any negotiation; (ii) any ADR procedure conducted pursuant to paragraph 1 above, and (iii) the outcome of any such procedure (the “Confidential Procedure”) confidential. All documentation, information, data, submissions and comments disclosed whether in writing or otherwise by either Party, the neutral adviser shall be regarded and treated as confidential by the Parties, and the Parties shall procure that the neutral adviser appointed pursuant to paragraph 1 above, shall so regard and treat such documentation, information, data, submissions and comments. 3.2 The obligations of confidentiality do not extend to any of the Parties or the neutral adviser for the purpose of: (i)consulting legal advisers about the Dispute; (ii) consulting any expert or technical Contractor about the Dispute; or 57 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED (iii) 4 as otherwise required by law. For the purposes of this Schedule, the AUTHORITY shall determine in each case whether or not any neutral adviser or arbitrator so engaged shall require any level of Security clearance or vetting. 58 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED SCHEDULE 7 CHANGE CONTROL PROCEDURE 1 Change control principles and procedure 1.1 Principles 1.1.1 Where the AUTHORITY or the Contractor, during the Term, see the need for change/variation(as defined in A1.1 and Clause D3 and SG8), the AUTHORITY or the Contractor (as the case may be) may at any time request such change and propose an amendment to the contract in accordance with the formal change control procedure (CCP). 1.1.2 Neither the AUTHORITY nor the Contractor shall, other than for Security reasons, unreasonably withhold its agreement to any change. 1.1.3 Unless the AUTHORITY and the Contractor otherwise agree in writing there shall be no presumption that the obligations undertaken by either party in connection with the Agreement are in any way changed until an amendment to the Agreement has been effected in accordance with the CCP. 1.1.4 No amendments to the Agreement shall be valid unless they have been agreed in writing on behalf of the AUTHORITY and the Contractor by or on behalf of their respective authorised officers. 1.2 Procedures 1.2.1. At any time during the Term, the AUTHORITY may request or the Contractor may recommend a Change or variation (as defined in A1.1 and Clause D3 and SG8). Any such request or recommendation shall be notified to the Contractor or the AUTHORITY, as appropriate, in writing with full details of the requested or recommended change. Notwithstanding the following, neither Party is obliged to accept any change recommendation from the other Party. 1.2.2. The Contractor shall upon receipt of a written request for change from the AUTHORITY, investigate the likely impact of the requested change upon the Contracted Software, the Services and Charges and shall, within 5 Business Days, submit to the AUTHORITY an impact statement (“Impact Statement”). Any recommendation for a change made by the Contractor shall be accompanied by an Impact Statement. 1.2.3. Any Impact Statement shall set out: (i) details of the current functions and facilities of the Contracted Software, the Services, Charges or other current practice; (ii) details of the proposed change; (iii) the originator and the date of the request or recommendation for the change; (iv) the reason for the change; (v) any variation in the Charges or benefits, if any, which might result from such change; (vi) any short, medium or long term costs (in addition to any variation in the Charges) or risk associated with the change; (vii) a timetable for implementation together with any proposals for acceptance of the change; 59 UNCLASSIFIED

Agreement No: 4128659 UNCLASSIFIED (viii) the impact, if any, of the change on other aspects of the Agreement; (ix) the date of expiry of validity of the Impact Statement; (x) details of any investment requirements; (xi) any impact on existing staff and Subcontractors; (xii) the methodology and targets for any performance measurement and continuous improvements; and (xiii) provision for signature by the AUTHORITY and by the Contractor. 1.2.4. For each recommendation made by the Contractor, the AUTHORITY shall within 10 Business Days after receipt of it: (i)Evaluate the Impact Statement and; (a) Approve it, or (b) request the Contractor to provide further information, and/or (c) require the Contractor to discuss it at a meeting, or (d) reject it, and/or invoke the Dispute Resolution provisions at Clause H2 of the Agreement. (ii) If the Impact Statement is Approved, the Contractor shall arrange for a copy to be signed on behalf of each Party. 1.2.5. Following Approval of an Impact Statement, the Agreement shall be amended or varied in accordance with Clause D3 and SG8, and the Charges may be adjusted according to Clause E1.2 of the Agreement. 60 UNCLASSIFIED

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