1

Please Note: This document is a draft agreement and sets out the basic terms and conditions that the bidder would be expected to be subject to should the bid be awarded to them. The information contained herein is subject to change and does not commit the PPECB.

SPECIAL CONDITIONS OF CONTRACT

between

PERISHABLE PRODUCTS EXPORT CONTROL BOARD

and

[SUPPLIER NAME]

2

3

TABLE OF CONTENTS

1 PARTIES.............................................................................................12 INTERPRETATION................................................................................13 RECORDAL........................................................................................104 APPOINTMENT...................................................................................115 PRE-CONTRACTUAL INFORMATION.....................................................116 DURATION........................................................................................127 GENERAL SERVICES OBLIGATIONS......................................................128 SERVICE STANDARD..........................................................................139 PPECB POLICY COMPLIANCE...............................................................1410 SERVICE LEVELS................................................................................1411 CHANGE CONTROL PROCEDURE..........................................................1612 SUPPLIER PERSONNEL.......................................................................1713 EMPLOYEES......................................................................................1814 MEDICAL SCHEMES............................................................................2115 RETIREMENT SCHEMES......................................................................2216 PROPERTY AND EQUIPMENT...............................................................2218 CONTRACT MANAGEMENT..................................................................2519 RECORDS, REPORTS AND AUDIT.........................................................2520 ACCESS TO PPECB'S PREMISES...........................................................2721 SUBCONTRACTORS AND VENDORS.....................................................2722 BUSINESS CONTINUITY AND DISASTER RECOVERY...............................2923 FORCE MAJEURE................................................................................3024 CHARGES..........................................................................................3125 BENCHMARKING................................................................................3226 PAYMENT..........................................................................................3227 SET-OFF............................................................................................3428 TAX..................................................................................................3529 COST SAVINGS .................................................................................3630 THIRD PARTY CO-OPERATION AND MANAGEMENT SERVICES................3731 THIRD PARTY CO-OPERATION AND MANAGEMENT...............................3832 INTELLECTUAL PROPERTY RIGHTS......................................................4033 CONFIDENTIALITY..............................................................................4234 ANNOUNCEMENTS.............................................................................4535 DATA PROTECTION............................................................................4636 DATA SECURITY.................................................................................4938 TERMINATION...................................................................................51

4

39 CONSEQUENCES OF EXPIRY OR TERMINATION.....................................5340 EXIT MANAGEMENT...........................................................................5441 WARRANTIES....................................................................................5642 FURTHER INDEMNITIES......................................................................5843 LIABILITY..........................................................................................5844 INSURANCE.......................................................................................5945 BROAD BASED BLACK ECONOMIC EMPOWERMENT...............................6046 ANTI CORRUPTION.............................................................................6147 ASSIGNMENT....................................................................................6248 MERGERS AND DIVESTMENT..............................................................6249 RIGHTS OF THIRD PARTIES.................................................................6350 ENTIRE AGREEMENT..........................................................................6351 NOTICES...........................................................................................6452 DISPUTE RESOLUTION.......................................................................6553 FURTHER ASSURANCE.......................................................................6654 RELATIONSHIP..................................................................................6655 COSTS..............................................................................................6656 COUNTERPARTS................................................................................6657 REMEDIES.........................................................................................6758 SEVERANCE.......................................................................................6759 WAIVER............................................................................................6760 NON-VARIATION................................................................................6861 GOVERNING LAW AND JURISDICTION..................................................68ANNEXURES

Annexure AAnnexure BAnnexure CAnnexure DAnnexure E

SERVICESSERVICE LEVELSCHARGESAPPLICABLE PPECB POLICIESCHANGE CONTROL PROCEDURE

1 PARTIES

1.1 The Parties to this Agreement are –

1.1.1 Perishable Products Export Control Board ("PPECB"); and

1.1.2 [insert company name] (the "Supplier").

1.2 The Parties agree as set out below.

2 INTERPRETATION

2.1 In this Agreement, unless the context indicates a contrary intention, the following words

and expressions bear the meanings assigned to them and cognate expressions bear

corresponding meanings –

2.1.1 "Affected Party" is defined in clause 23.1;

2.1.2 "Agreement" means this services agreement and the Annexures hereto, as may be

amended from time to time in accordance with the provisions contained herein;

2.1.3 "Affiliate" means an entity that, directly or indirectly, Controls, is Controlled by, or is

under common Control with, a Party to this Agreement, but only for so long as such

Control exists;

2.1.4 "Applicable Law" means all laws, regulations, directives, statutes, subordinate

legislation, common law and civil codes of any jurisdiction, all judgments, orders,

notices, instructions, decisions and awards of any court or competent authority or

tribunal, all codes of practice having force of law, statutory guidance, regulatory policy

or guidance and industry codes of practice

2.1.5 "Applicable PPECB Policies" means the policies and procedures of PPECB

described in Annexure D;

2.1.6 "Arbitration Notice" is defined in clause 52.1;

2.1.7 "Associated Parties" as defined in clause 46.1;

2.1.8 "Benchmark Report" is defined in paragraph 25.1.1;

2.1.9 "Benchmark Review" is defined in paragraph 25.1.2;

2.1.10 "Business Continuity Plan" means the business continuity plan required under

clause 22.3;

2.1.11 "Business Day" means any day which is not a Saturday, Sunday or a public holiday

officially recognised as such in the Republic of South Africa;

2.1.12 "Change" means a variation to the Services or to any other terms of this Agreement;

2.1.13 "Change Control Note" or "CCN" is defined in paragraph 1.1 of Annexure E;

2.1.14 "Change Control Procedure" means the change control procedure in Annexure E;

2.1.15 "Change Request" is defined in paragraph 3 of Annexure E;

2.1.16 "Charges" means the charges for the Services as calculated in accordance with

Annexure C;

2.1.17 "Commencement Date" means [to be inserted] notwithstanding the Signature Date;

2.1.18 "Comparison Sample" is defined in clause 25.1.3;

2.1.19 "Confidential Information" is defined in clause 33.1.1;

2.1.20 "Contract Managers" means PPECB's Contract Manager and the Supplier's Contract

Manager;

2.1.21 "Contract Term" means the period during which this Agreement is in force and effect

as determined by clause 6;

2.1.22 "Control" means in relation to any company or corporate entity (other than a trust) or

any portion of its business which is capable of operating as a separate going concern

means that some other person or persons (individually or collectively) -

2.1.22.1 owns or own (directly or indirectly) over 50% of the ordinary shares or other equity

interest of such entity; and/or

2.1.22.2 controls or control (directly or indirectly) over 50% of the voting rights, in relation to

the ordinary shares or other equity interest of such entity, exercisable by members

in general meeting or otherwise of such entity; and/or

2.1.22.3 are entitled (directly or indirectly) to appoint a majority of the directors of the board

of directors or other governing body of such entity, or to appoint or remove

directors or similar representatives having the majority of the votes exercisable at

meetings of the board of directors or other governing body of such entity;

2.1.23 "Corrupt Act" is defined in clause 46.1.4;

2.1.24 "Cost Savings" means the reduction in the operational overhead costs of PPECB

achieved or to be achieved by the Supplier in the course of rendering the Services;

2.1.25 "Current B-BBEE Rating" is defined in clause 45.2;

2.1.26 "Supplier Background IPR" is defined in clause 32.1.1;

2.1.27 "Supplier's Contract Manager" means the Supplier's representative appointed in

accordance with clause 18.1;

2.1.28 "Supplier Equipment" is defined in clause 16.8;

2.1.29 "Supplier Personnel" means the Supplier's Contract Manager, consultants, agents,

contractors and subcontractors of the Supplier engaged from time to time to supply

the Services and the employees, staff, other workers, agents and consultants who are

engaged by the Supplier or by any of the foregoing in the supply of the Services

and/or the performance of this Agreement;

2.1.30 "Data Protection Law" is defined in clause 35.1.3;

2.1.31 "Data Subject" is defined in clause 35.1.2;

2.1.32 "Deliverables" means all documents (being anything in which information of any

description is recorded in any form and media), products and materials created or

developed by or on behalf of the Supplier or Supplier Personnel as part of or in

connection with the Services or this Agreement (including any specified in Annexure 

A) and all modifications and enhancements to them made by or on behalf of the

Supplier or Supplier Personnel;

2.1.33 "Disaster" means an event that PPECB declares due to an unforeseen circumstance

that causes unforeseen loss of substantial capacity of a critical service at one or more

sites and significant effort is required to restore the original environment;

2.1.34 "Disclosing Party" is defined in clause 33.1.1.1;

2.1.35 "Dispute" means any dispute, disagreement or claim arising out of or in connection

with this Agreement, its subject matter or formation (including non-contractual disputes

and claims);

2.1.36 "Dispute Notice" is defined in clause 52.1;

2.1.37 "Dispute Resolution Procedure" or "DRP" means the Dispute resolution procedure

in clause 52;

2.1.38 "Divested Business" is defined in clause 48.1;

2.1.39 "Employment Regulations" is defined in clause 13.1.1;

2.1.40 "Equivalent Services" is defined in paragraph 25.1.4;

2.1.41 "Estimate" is defined in paragraph 4.3 of Annexure E;

2.1.42 "Force Majeure Event" means any cause affecting the performance by a Party of any

of its obligations under this Agreement which is beyond its reasonable control and

which, by its nature, could not have been foreseen or, if foreseeable, was unavoidable

(but excluding the consequences of any failure by the Supplier to comply with clause

21.1, any duty to comply with Applicable Law, any cause which is attributable to the

Party's or its Affiliates' wilful act or negligence, any cause which merely increases its

cost of performing its obligations, any industrial dispute relating to the Supplier or

Supplier Personnel or any analogous failure in the Supplier's or Supplier Personnel's

supply chain);

2.1.43 "Foreground IPR" is defined in clause 32.1.2;

2.1.44 "Good Industry Practice" means the exercise of that degree of skill, diligence,

prudence, foresight and operating practice which, at the relevant time, would

reasonably and ordinarily be expected from a skilled and experienced person engaged

in the same or a similar business;

2.1.45 "Good Value" is defined in paragraph 25.1.4;

2.1.46 "Initial Term" is defined in clause Error: Reference source not found6.1;

2.1.47 "Intellectual Property Rights" means any of the following rights existing in any part of

the world: all patents, utility models, rights to inventions, plant variety rights, copyright

and neighbouring and related rights, moral rights, rights in designs, semiconductor

topography rights, trade and service marks, trade names, logos, rights in get-up and

trade dress, goodwill and the right to sue for passing off or unfair competition, domain

name registrations, database rights and rights in Confidential Information (including

Know-How) and all other intellectual property rights, in each case whether registered

or unregistered; applications to register any of those rights; rights to apply for and be

granted renewals or extensions of, and rights to claim priority from, any of those rights;

and any similar or equivalent rights;

2.1.48 "IPR Claim" is defined in clause 32.1.3;

2.1.49 "Know-How" means information concerning technology or technical processes, trade

secrets and other information (including paper, electronically stored data, magnetic

media, film and microfilm) including information comprising or relating to drawings,

designs, tables, concepts, data, discoveries, formulae, ideas, inventions,

improvements, developments, materials, methods, specifications, techniques,

products, processes, procedures, market forecasts, lists and particulars of Suppliers

and Suppliers, designs for experiments and tests and results of experimentation and

testing, reports and information contained in submissions to and information from

ethics committees and regulatory authorities;

2.1.50 "Labour Relations Act" means the Labour Relations Act, No 66 of 1995;

2.1.51 "Liabilities" means all Losses, claims, damages, liabilities, fines, interest, penalties,

costs, charges, expenses, demands and legal and other professional costs (calculated

on a full indemnity basis and, in the case of legal costs, on an attorney-and-own-client

scale);

2.1.52 "Local Non-Working Day" is defined in clause 51.5.2;

2.1.53 "Losses" means all losses, liabilities, damages and claims, and all related costs and

expenses (including any and all reasonable legal fees and reasonable costs of

investigation, litigation, settlement, judgment, appeal, interest and penalties);

2.1.54 "Milestones" means any milestones and performance dates set out in Annexure A

and any other dates or times for the performance of the Supplier's duties agreed by

the Parties;

2.1.55 "Parties" means the parties to this agreement as set out in clause 1.1, and "Party"

means any one of them;

2.1.56 "Personal Information" is defined in clause 35.1.2;

2.1.57 "PPECB" means the Perishable Products Export Control Board, a Schedule 3A public

entity constituted and mandated in terms of the Perishable Products Export Control

Act 9 of 1983;

2.1.58 "PPECB Background IPR" means as defined in clause 32.1.1;

2.1.59 "PPECB's Contract Manager" means PPECB's representative, appointed in

accordance with clause 18.3;

2.1.60 "PPECB Data" means all data or records of whatever nature in whatever form relating

to PPECB or any of its Affiliates, its or their operations, facilities, assets, employees,

clients or otherwise relating to its or their business, whether subsisting at the

Commencement Date, or created or processed in connection with the Services or as

provided by PPECB or any of its Affiliates to the Supplier in connection with the

Services and PPECB Data shall include all Confidential Information of PPECB and its

Affiliates and PPECB Personal Information;

2.1.61 "PPECB Data Protection Policies" is defined in clause 35.1.1;

2.1.62 "PPECB Parties" is defined in clause Error: Reference source not found;

2.1.63 "PPECB Personal Information" means all Personal Information which is owned,

controlled or processed by PPECB or any of its Affiliates and which is provided by or

on behalf of PPECB or any of its Affiliates to the Supplier or which comes into the

possession of the Supplier as a result of or in connection with the supply of the

Services;

2.1.64 "PPECB's Premises" means the premises of PPECB or its Affiliates;

2.1.65 "PPECB Property" means PPECB's or its Affiliates' property, assets, tools, materials,

systems, hardware or other equipment; as listed in Annexure "F";

2.1.66 "Processing" is defined in clause 35.1.2;

2.1.67 "Recipient Party" is defined in clause 33.1.1.1;

2.1.68 "Related Agreement" is defined in clause 38.2.6;

2.1.69 "Related Persons" is defined in clause 33.1.2;

2.1.70 "Replacement Provider" means a provider (which may include PPECB, any of its

Affiliates or any third party) of any services which PPECB requires to replace the

Services or any of them following the expiry or termination of all or part of this

Agreement;

2.1.71 "Service Credits" means an amount calculated in accordance with the provisions of

Annexure B and which are payable by the Supplier in respect of a Service Failure to

meet any of the Service Levels;

2.1.72 "Service Failure" means a failure by the Supplier to supply the Services in

accordance with the requirements of this Agreement including in respect of a Service

Level an instance or incident in which the Supplier's actual performance fails to meet

or exceed such Service Level;

2.1.73 "Service Levels" means the qualitative and quantitative standards for performance of

the Services (including performance targets and/or key performance indicators) to be

achieved by the Supplier in performance of the Services under this Agreement as set

out in Annexure B;

2.1.74 "Services" means the ICT infrastructure services to be supplied by the Supplier under

this Agreement, as set out in Annexure A (Scope and Description of Services);

2.1.74.1 all activities, functions and services necessary for the proper supply of, ancillary to

or customarily included as part of, the services as set out in Annexure A;

2.1.74.2 all Deliverables which are to be supplied by the Supplier under this Agreement;

2.1.74.3 the supervisory services required to ensure the Services are supplied properly; and

2.1.74.4 any other services which PPECB agrees to procure from the Supplier under or in

connection with this Agreement;

2.1.75 "Signature Date" means the date of signature of this Agreement by the Party signing

last in time;

2.1.76 "Sub-Processor" is defined in clause 35.3.1;

2.1.77 "Subsidiary" as regards a company or other person, each company or person –

2.1.77.1 in which it, either directly or indirectly, owns (i) 50% or more of the entire issued

share capital; or (ii) a majority of the voting rights; or

2.1.77.2 over which it, either directly or indirectly, has the power to secure the manner in

which the company's or person's affairs are conducted,

(and where "indirectly" means through a chain of ownership or control, of the sort

described in 2.1.77 or 2.1.77.1, which links it to the company or person concerned);

2.1.78 "Supply Threat" is defined in clause 22.1;

2.1.79 "Tax Liability" is defined in clause 28.7;

2.1.80 "Valid Invoice" is defined in clause 26.4; and

2.1.81 "VAT" means value added tax chargeable under the Value Added Tax Act 1994 and

any other tax of any jurisdiction based on sales of goods or services such as sales

taxes and any similar, replacement or additional tax.

2.2 In this Agreement, unless otherwise specified, a reference to –

2.2.1 "business hours" shall be construed as being the hours between 08h30 and 17h00

on any business day. Any reference to time shall be based upon South African

Standard Time;

2.2.2 "days" shall be construed as calendar days unless qualified by the word "business", in

which instance a "business day" will be any day other than a Saturday, Sunday or

public holiday as gazetted by the government of the Republic of South Africa from

time to time;

2.2.3 "laws" means all constitutions; statutes; regulations; by-laws; codes; ordinances;

decrees; rules; judicial, arbitral, administrative, ministerial, departmental or regulatory

judgements, orders, decisions, rulings, or awards; policies; voluntary restraints;

guidelines; directives; compliance notices; abatement notices; agreements with,

requirements of, or instructions by any governmental body; and the common law, and

"law" shall have a similar meaning; and

2.2.4 "person" means any person, company, close corporation, trust, partnership or other

entity whether or not having separate legal personality.

2.3 The words "include" and "including" mean "include without limitation" and "including

without limitation". The use of the words "include" and "including" followed by a specific

example or examples shall not be construed as limiting the meaning of the general

wording preceding it.

2.4 Any substantive provision, conferring rights or imposing obligations on a Party and

appearing in any of the definitions in this clause 2 or elsewhere in this Agreement, shall

be given effect to as if it were a substantive provision in the body of the Agreement.

2.5 Words and expressions defined in any clause shall, unless the application of any such

word or expression is specifically limited to that clause, bear the meaning assigned to

such word or expression throughout this Agreement.

2.6 Unless otherwise provided, defined terms appearing in this Agreement in title case shall

be given their meaning as defined, while the same terms appearing in lower case shall be

interpreted in accordance with their plain English meaning.

2.7 A reference to any statutory enactment shall be construed as a reference to that

enactment as at the signature date and as amended or substituted from time to time.

2.8 Unless specifically otherwise provided, any number of days prescribed shall be

determined by excluding the first and including the last day or, where the last day falls on

a day that is not a business day, the next succeeding business day.

2.9 Except to the extent that any provision of this Agreement expressly provides otherwise, if

the only day or the last day for the exercise of any right, performance of any obligation or

taking (or procuring the taking of) any action in terms of any provision of this Agreement

falls on a day which is not a business day, such right shall be capable of being exercised,

or such obligation performed or action taken on the immediately succeeding business

day.

2.10 The rule of construction that this Agreement shall be interpreted against the Party

responsible for the drafting of this Agreement, shall not apply.

2.11 No provision of this Agreement shall (unless otherwise stipulated) constitute a stipulation

for the benefit of any person (stipulatio alteri) who is not a Party to this Agreement.

2.12 The use of any expression in this Agreement covering a process available under South

African law, such as winding-up, shall, if either of the Parties to this Agreement is subject

to the law of any other jurisdiction, be construed as including any equivalent or analogous

proceedings under the law of such other jurisdiction.

2.13 Any reference in this Agreement to "this Agreement" or to any other agreement or

document shall be construed as a reference to this Agreement or, as the case may be,

such other agreement or document, as amended, varied, novated or supplemented from

time to time.

2.14 In this Agreement the words "clause" or "clauses" and "annexure" or "annexures" refer

to clauses of and annexures to this Agreement.

2.15 An obligation of any Party to indemnify any person against a Liability is to be construed

as including an obligation to indemnify and hold harmless and keep that person

indemnified on demand and in full from and against each Liability incurred as a result of

suffering, defending or settling a claim alleging that Liability.

2.16 An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an

obligation on the Supplier to procure that the Supplier Personnel (and its Affiliates, to the

extent they are engaged in the supply of the Services) also do, or refrain from doing, such

act or thing and the Supplier shall be liable for all acts and omissions of the Supplier

Personnel and its Affiliates as if they were its own acts or omissions.

2.17 Without prejudice to clause 2.18, this Agreement and the Services are for the benefit of

PPECB and its Affiliates. Accordingly, unless the context otherwise dictates, references

to–

2.17.1 the Services being supplied to, or other activities being provided for, PPECB,

2.17.2 any benefits, warranties, indemnities and rights granted or provided to PPECB,

2.17.3 any licence being granted to PPECB, and

2.17.4 the business, operations, Suppliers, assets, Intellectual Property Rights, agreements

or other property of PPECB,

shall be construed as if reference to PPECB were to each of PPECB and its Affiliates.

2.18 Obligations of PPECB shall not be interpreted as obligations of any Affiliate of PPECB.

2.19 Headings are for convenience only and shall not affect the interpretation of this

Agreement.

2.20 The Annexures form part of this Agreement and shall have effect as if set out in full in the

main body of this Agreement. Any reference to this Agreement includes the Annexures.

2.21 Any reference to the effect that breach of a particular provision of this Agreement shall be

deemed to be a material breach shall not be taken to mean that the breach of any other

provision of this Agreement shall not be a material breach.

2.22 If there is any conflict between any of the sections of this Agreement, they shall be

applied in the following order of precedence –

2.22.1 first the clauses;

2.22.2 then the Annexures; and

2.22.3 lastly any other document referred to in this Agreement.

2.23 The terms of this Agreement have been negotiated. The rule of interpretation that a

contract is construed against the Party responsible for its drafting shall therefore not be

applied in the interpretation of this Agreement.

2.24 If any provision in clause 1 confers rights or imposes obligations on any Party, it shall be

implemented as if it were a substantive provision in the body of the Agreement,

notwithstanding that it is contained in clause 1.

2.25 The provisions of this Agreement shall apply to the exclusion of any other terms or

conditions (including any terms and conditions which the Supplier purports to apply under

any quotation, confirmation or order, specification or other document) that the Supplier

seeks or may in future seek, to impose or incorporate, or which may or are implied by

trade, custom, practice or course of dealing.

3 RECORDAL

3.1 PPECB is a Schedule 3A Public Entity that is constituted and mandated in terms of the

PPEC Act, No 9, of 1983 to perform cold chain services. PPECB also delivers inspection

and food safety services as mandated by the Department of Agriculture, Forestry and

Fisheries under the APS Act, No.119 of 1990.

3.2 On [insert date], PPECB issued a Request for Proposal for the provision of outsourced

ICT infrastructure services ("RFP"). In terms of the RFP, PPECB invited potential

suppliers to tender for the provision of the Services.

3.3 The Supplier submitted its response to the RFP ("Supplier Proposal") on [insert date].

Pursuant to the Supplier Proposal, the Supplier represented to PPECB that it has the

expertise, personnel, products, services, certifications and skills required to meet the

requirements of PPECB as reflected in the RFP, which representations shall be deemed

to be incorporated under this Agreement, unless expressly amended or otherwise agreed

in writing and provided that in the event of a conflict between the terms of the Supplier

Proposal and the terms of this Agreement, the terms of this Agreement shall prevail to the

extent of such conflict.

3.4 Following the competitive tender process outlined above, PPECB in terms of an award

letter dated [insert] appointed the Supplier to provide the Services and the Parties wish to

record in writing, the terms and conditions of the appointment as set out and detailed in

this Agreement.

3.5 Further to clause 3.4 above, the Supplier accepts that its appointment and retention in

terms hereof is dependent upon, inter alia, its -

3.5.1 maintenance or improvement of a level [insert] rating under the Broad-Based Black

Economic Empowerment Act, No. 53 of 2003, read with Codes promulgated there-

under;

3.5.2 compliance at all times with PPECB Policies; and

3.5.3 performance of the Services to the standards agreed to between the Parties in this

Agreement.

4 APPOINTMENT

4.1 With effect from the Commencement Date, and subject to this Agreement, PPECB

appoints the Supplier to supply the Services to PPECB.

4.2 The Supplier's appointment is not exclusive, and nor does it guarantee any level of

business for the Supplier. As such, nothing in this Agreement shall create or imply –

4.2.1 any restriction or prohibition that might prevent or inhibit PPECB from procuring the

Services or any of them or similar services from other suppliers or providing them

itself; or

4.2.2 any commitment on the part of PPECB to purchase a committed or guaranteed

amount of Services from the Supplier (and any indication of budget, likely volumes or

spend is given as a guide only).

4.3 The Supplier acknowledges that it has no right to, or expectation of, any further contract

with, or appointment by, PPECB.

4.4 The provisions of this Agreement shall apply to the exclusion of any other terms or

conditions (including any terms and conditions which the Supplier purports to apply under

any quotation, confirmation or order, specification or other document) that the Supplier

seeks or may in future seek, to impose or incorporate, or which may or are implied by

trade, custom, practice or course of dealing.

5 PRE-CONTRACTUAL INFORMATION

5.1 The Supplier agrees and acknowledges that –

5.1.1 it has been provided with and understands all the information needed to assess the

scope of PPECB's requirements for the Services;

5.1.2 it has taken into account the condition of all assets, premises and facilities, and is

aware of the composition, size and requirements of all user groups and customers,

relevant to the supply of the Services and all applicable constraints; and

5.1.3 it is aware of and is able to meet all of PPECB's requirements for the Services as

communicated to the Supplier before the Commencement Date,

and accordingly, the Supplier may not at any time claim any extension of time, relief from

its contractual obligations or charge for any additional costs or time incurred on the basis

that it was unaware of the scope and extent of PPECB's requirements or of the matters

agreed and acknowledged by it in clauses 5.1.1 to 5.1.2.

5.2 The Supplier represents, warrants and undertakes that all information it, its advisers and

the Supplier Personnel have provided to PPECB before entering into this Agreement,

including any proposal submitted in response to the RFP or otherwise, is true, complete

and accurate and acknowledges that PPECB is entering into this Agreement in reliance

on that information.

6 DURATION

6.1 This Agreement shall commence on the Commencement Date and (unless terminated

earlier in accordance with this Agreement) shall continue for an initial period of 3 (three)

years ("Initial Term") when it shall expire, unless it is extended in accordance with clause

6.2.

6.2 PPECB shall have the right to extend the Agreement beyond the Initial Term for an

additional period of 2 (two) years ("Renewal Term") by providing written notice to the

Supplier at least 3 (three) months before the end of the Initial Term. The right on the part

of PPECB to renew the Agreement for the Renewal Term may be exercised in respect of

certain Services only and not others, as the case may be, at PPECB's option and without

any penalty to PPECB and any such renewal will be subject to the then-existing terms

and conditions of this Agreement.

7 GENERAL SERVICES OBLIGATIONS

7.1 The Supplier shall –

7.1.1 supply the Services in accordance with the requirements of this Agreement including

Annexure A;

7.1.2 apply such time, attention, resources, trained personnel and skill in performing its

obligations under this Agreement as may be necessary for the due and proper

performance of similar obligations by an expert supplier;

7.1.3 supply the Services efficiently and with the optimum use of resources so as to supply

the Services at the lowest reasonably obtainable overall cost to PPECB;

7.1.4 supply the Services in accordance with all reasonable instructions and directions given

by PPECB;

7.1.5 ensure that, when supplying the Services, it does not interfere with the activities of

PPECB or its Affiliates or their respective employees, agents, customer or third party

suppliers;

7.1.6 ensure that all written information given by it to PPECB is complete and accurate

when given and remains so in all material respects;

7.1.7 act in the best interests of PPECB and not undertake any activities which may in any

way harm PPECB's or its Affiliates' business or reputation;

7.1.8 exercise the utmost good faith in its dealings with PPECB and avoid conflicts of

interests arising and promptly notify PPECB of any that do arise;

7.1.9 obtain and maintain in full force all necessary consents, approvals, authorisations,

licences and permissions which are required for it to perform its obligations under this

Agreement; and

7.1.10 on request, provide reasonable co-operation with PPECB's and its other third-party

suppliers, in order to ensure the integration, interoperability and smooth and seamless

alignment of the Services with other connected services.

7.2 PPECB will not be treated as having accepted any Deliverable until it has been given a

reasonable opportunity to inspect it.

8 SERVICE STANDARD

8.1 The Supplier shall supply the Services –

8.1.1 so as to meet or exceed the Service Levels;

8.1.2 in a timely, professional and efficient manner; and

8.1.3 in accordance with –

8.1.3.1 all Applicable Laws; and

8.1.3.2 Good Industry Practice.

8.2 PPECB's rights under this Agreement are in addition to any terms implied in its favour by

any statute or other Applicable Laws.

8.3 The Supplier represents, warrants and undertakes to PPECB on an ongoing basis that all

Deliverables shall be –

8.3.1 free from defects in design, materials and workmanship; and

8.3.2 suitable for the purposes indicated in or to be reasonably inferred from Annexure A.

8.4 The Supplier shall promptly notify PPECB of any complaint or other matter which comes

to its attention and which might reasonably give rise to PPECB incurring any Liability or

which may result in any adverse publicity for PPECB.

9 PPECB POLICY COMPLIANCE

9.1 The Supplier shall comply in all respects with the Applicable PPECB Policies.

9.2 PPECB shall make available to the Supplier access to or copies of all Applicable PPECB

Policies. PPECB shall advise the Supplier of any change to an Applicable PPECB Policy

and of any additional Applicable PPECB Policy, which PPECB may from time to time

adopt so far as that change or addition affects the rights or duties of the Supplier under

this Agreement.

9.3 To the extent that an Applicable PPECB Policy is phrased to apply to PPECB personnel,

the Supplier shall comply with it as if it were one of PPECB's personnel.

10 SERVICE LEVELS

10.1 Application of Service Levels

10.1.1 Supplier shall for the duration of this Agreement provide the Services to meet or

exceed the Service Levels as are set forth in Annexure B.

10.1.2 Supplier recognises that its failure to meet Service Levels may have a material

adverse impact on the business and operations of PPECB. Accordingly, in the event

that Supplier fails to meet a Service Level then in addition to all other remedies

available to PPECB in law or under this Agreement, PPECB may, at its election,

recover the applicable Service Credits from Supplier as specified in Annexure B.

10.1.3 Any Service Credit shall be deducted from the amount due by PPECB to Supplier in

the next invoice issued under this Agreement or, if no invoice is due to be issued, then

Supplier shall pay such amount to PPECB on demand.

10.1.4 The provisions of this clause 10 (Service Levels) are without prejudice to any other

rights and remedies of PPECB arising from Service Failure including the right to

correct such Service Failure and/or to terminate this Agreement and/or to claim

damages.

10.2 Measurement Periods and Reporting

10.2.1 Supplier shall be responsible for monitoring and measuring its performance against

the Service Levels and shall be required to provide detailed, comprehensive reports of

its performance against all Service Levels ("Service Level Reports") by no later than

the 10th (tenth) Business Day following the end of each month (unless otherwise

specified in an Annexure). The format for such Service Level Reports shall be

determined by PPECB. Supplier shall also provide PPECB with detailed supporting

information for each report if so requested by PPECB.

10.2.2 Supplier shall notify PPECB, in writing, immediately upon becoming aware of the

relevant matter, of any matter which causes, or appears to be reasonably likely to

cause, a failure in the Services or otherwise cause disruption to the Services. Where

required by PPECB, the notice shall record, where relevant, the nature of any work or

alterations necessary to remedy the Services Failure, their estimated duration, details

of the way in which such works or alterations may affect Supplier's ability to provide

the Services and details of the alternative arrangements which Supplier will implement

to ensure the performance by it of the Services in accordance with the Service Levels.

Unless otherwise agreed by Supplier in writing, no such notification shall in any way

absolve Supplier from the requirement to provide the Services in accordance with the

Service Levels and this Agreement.

10.2.3 Immediately after Supplier's discovery of, or if earlier, upon PPECB's receipt of a

notice from Supplier regarding Supplier's failure to provide any of the Services in

accordance with the Service Levels, Supplier shall, to PPECB's satisfaction: (i)

perform a root cause analysis to identify the cause of such Service Failure; (ii) if

required (at no additional charge to PPECB) re-perform the affected Services; (iii)

arrange all additional resources as may reasonably be necessary to perform its

obligations as set out in this Agreement as soon as reasonably practicable thereafter

at no additional charge to PPECB; (iv) advise PPECB of the status of remedial efforts

being undertaken with respect to such Service Failure and to provide PPECB with a

written report detailing the cause of and procedure for correcting such failure; and (v)

take appropriate preventative measures to prevent the recurrence of such failure and

provide evidence to PPECB of the measures taken.

10.2.4 PPECB shall be entitled to access all data in Supplier's possession relating to the

Service Levels and Service Level performance.

10.2.5 Supplier shall meet with PPECB following each Measurement Period, or more

frequently if requested by PPECB, to review Supplier's actual performance against the

Service Levels and shall recommend remedial actions to resolve any performance

deficiencies.

10.3 Service Level exclusions

10.3.1 Supplier shall be excused from failing to meet any Service Level to the extent that

non-performance or delayed performance is directly caused by -

10.3.1.1 PPECB or its staff; or

10.3.1.2 a Force Majeure event as contemplated in clause 23 (Force Majeure) below.

10.4 Improvement of Service Levels over the Contract Period

10.4.1 Supplier shall be expected to improve on its performance against the existing Service

Levels over the Initial Term by the addition of new Service Levels and improvements

to existing Service Levels, to reflect PPECB’s changing and/or new business

requirements and Supplier's ability to provide the Services more effectively and

efficiently.

10.4.2 Accordingly, at least once annually, PPECB shall make the necessary adjustments to

the Service Levels to reflect the achieved improvements and shall review and agree

with Supplier inter alia: (a) adjustments to the Service Levels to reflect anticipated

continuous improvements in the Service Levels; and/or (b) the addition of new Service

Levels.

10.4.3 Unless requested by PPECB, in no event will the Service Levels be made less

favourable to PPECB as a result of such reviews and changes.

10.5 To the extent that the imposition of a Service Credit, or the application of any provision of

this Agreement, is considered to be, or qualifies as, a penalty stipulation in terms of the

Conventional Penalties Act 15 of 1962 –

10.5.1 the terms of the Agreement shall not be construed or interpreted in such a way as

entitling PPECB to recover both the penalty and any contractual damages or Liabilities

flowing from the Service Failure;

10.5.2 PPECB shall be entitled to recover Losses in lieu of the relevant penalty;

10.5.3 PPECB shall not be obliged to accept defective or delayed performance by the

Supplier; and

10.5.4 the Supplier acknowledges and agrees that, having taken account of the prejudice that

will be suffered by PPECB, the penalty stipulation is equitable in the circumstances.]

11 CHANGE CONTROL PROCEDURE

11.1 The Supplier hereby acknowledges that the requirements of PPECB may vary from time

to time, in relation to the nature, scope, volume and extent of the Services, as a

consequence of the changes in the business environment in which PPECB operates and

accordingly, Supplier agrees to make such changes to the Services as PPECB may from

time to time require (in its own discretion), in order to accommodate the aforementioned

changes.

11.2 Changes shall be managed and approved under the Change Control Procedure and shall

not be valid unless made in accordance with the Change Control Procedure set out in

Annexure "E".

11.3 No change to this Agreement or the Services shall be valid unless it is in writing and is

signed by or on behalf of each of the Parties in accordance with the Change Control

Procedure set out in Annexure "E".

12 SUPPLIER PERSONNEL

12.1 The Supplier shall ensure that –

12.1.1 sufficient Supplier Personnel are available at all times to supply the Services in

accordance with this Agreement;

12.1.2 all Supplier Personnel have the necessary skills, experience and qualifications to

supply the Services (including any specific roles allocated by the Supplier in relation to

the Services) in accordance with this Agreement. The Supplier shall be responsible for

all costs, fees, expenses and charges for any training that may be necessary or

required for any Supplier Personnel to supply the Services;

12.1.3 there is no expectation that an employment relationship exists or may in the future

exist between PPECB and the Supplier Personnel;

12.1.4 its contracts and arrangements with Supplier Personnel are and remain consistent

with, and facilitate the performance of the Supplier's obligations under, clause 29.

12.2 The Supplier shall replace any of the Supplier Personnel who PPECB reasonably decides

have failed to carry out their duties in accordance with the requirements of this

Agreement and/or are in breach of any Applicable PPECB Policies.

12.3 Following the removal of any of the Supplier Personnel for any reason, the Supplier shall,

subject to clause 12.4, ensure the person concerned is replaced promptly with another

person with the necessary training and skills to meet the requirements of the Services

and that there is an adequate handover between the individuals involved, all at no cost to

PPECB and with no interference to the continuous provision of the Services. The Supplier

indemnifies PPECB against any liability in respect of any claims by a Supplier Personnel

who is removed and replaced by the Supplier in respect of the provision of Services in

this Agreement.

12.4 Before appointing any replacement under clause 12.2 (and before appointing the

Supplier's first Contract Manager), the Supplier shall have provided the following

information to PPECB –

12.4.1 such details of the proposed replacement Supplier Personnel as PPECB may

reasonably require;

12.4.2 professional and other qualifications of the proposed replacement Supplier Personnel;

12.4.3 technical experience and work history of the proposed replacement Supplier

Personnel; and

12.4.4 any other relevant information.

12.5 PPECB may refuse to accept the proposed replacement Supplier Personnel if in

PPECB's reasonable opinion he/she is neither appropriate, competent nor otherwise

acceptable to PPECB, in which case the Supplier shall promptly propose an alternative

and follow the process set out in 12.3 above.

12.6 The Supplier shall use all reasonable endeavours to ensure continuity of personnel and to

ensure that the turnover rate of the Supplier Personnel is no higher than the prevailing

industry norm for comparable employees and engagements.

12.7 The Supplier shall not rely on the request for a replacement of Supplier Personnel; the

approval process for such replacement or the termination of employment of any Supplier

Personnel as a reason justifying any consequent delay of the provision of the Services or

any of the Supplier's obligations in terms of this Agreement.

12.8 The Supplier shall ensure that none of the Supplier Personnel shall be treated as

employees of PPECB or any of its Affiliates. The Supplier shall ensure that it does not

create any expectation of future employment with PPECB or any of its Affiliates or

otherwise. Neither PPECB nor any of its Affiliates shall have any obligation to pay the

remuneration or any other amount directly to any Supplier Personnel and such obligations

shall remain with the Supplier.

13 EMPLOYEES

13.1 In this clause 13 –

13.1.1 "Employment Regulations" means, as the context requires –

13.1.1.1 section 197 of the Labour Relations Act;

13.1.1.2 any relevant regulations, subordinate legislation, national legislation, regulatory

measures, determinations or legally binding provisions implementing or relating to

section 197 the Labour Relations Act;

13.1.1.3 any other legislation or binding legal obligation providing for the transfer of

employment in the context of service provision arrangements of the type

contemplated by this Agreement.

13.2 Prior to the Commencement Date of this Agreement, PPECB carried out the Services

referred to in this Agreement. In order to perform the Services, PPECB employed certain

employees who are primarily assigned for the specific performance of the Services

("Designated Employees"). As a consequence of this Agreement, the Services shall no

longer be performed by PPECB and the Supplier shall provide the Services in terms of

this Agreement. Accordingly, the Parties agree that the Supplier shall, with effect from

the Commencement Date, employ the Designated Employees on terms and conditions of

employment which are on the whole not less favourable to the Designated Employees

than the terms and conditions of employment on which they were employed by PPECB.

In pursuance of the employment of the Designated Employees by the Supplier, PPECB

shall provide the Supplier with a list of the Designated Employees and the following

information in relation to each of the Designated Employees: date of commencement of

employment, gender, job title, contractual notice period, total remuneration including

wages, salaries, bonuses and profit sharing arrangements, employment related benefits,

and annual leave entitlements.

13.3 The Parties agree that with effect from the Commencement Date, section 197(2) of the

Labour Relations Act shall be applicable in relation to the Designated Employees and that

accordingly –

13.3.1 the Supplier is automatically substituted as the "New Employer" in the place of PPECB

as the "Old Employer" in respect of all the contracts of employment of the Designated

Employees in existence as at the Commencement Date, between PPECB and the

Designated Employees;

13.3.2 all the rights and obligations between PPECB and the Designated Employees as at

the Commencement Date shall continue in force as if they had been rights and

obligations between the Supplier and the Designated Employees;

13.3.3 anything done before the Commencement Date by or in relation to PPECB, including

the dismissal of any employee or the commission of an unfair labour practice or act of

unfair discrimination, is considered to have been done by or in relation to the Supplier;

and

13.3.4 the transfer does not interrupt the continuity of employment of the Designated

Employees, or any of them, and the contracts of employment of the Designated

Employees, or any of them, continue with the Supplier as if with PPECB.

13.4 PPECB and the Supplier hereby agree, for the purposes of section 197(7) of the Labour

Relations Act, that –

13.4.1 the valuation as at the Commencement Date of the annual leave pay accrued to the

Designated Employees shall be undertaken by PPECB as at the Commencement

Date, and shall be due to each of the Designated Employees as indicated in a written

schedule which PPECB shall prepare and deliver to the Supplier by not later than 20

business days after the Commencement Date;

13.4.2 PPECB shall prepare and deliver to the Supplier by not later than 20 business days

after the Commencement Date a written schedule setting out the amounts to which

the Designated Employees would be entitled, as at the Commencement Date, in the

event that the Designated Employees were to be dismissed as at the Commencement

Date by reason of PPECB's operational requirements ("Potential Severance Pay");

and

13.4.3 the value of any other payments that will have accrued as at the Commencement Date

to the Designated Employees but will not have been paid to them by PPECB, will be

an amount which PPECB shall determine as at the Commencement Date and will be

payable to the Designated Employees as indicated in a written schedule which

PPECB shall prepare and deliver to the Supplier by not than 20 business days after

the Commencement Date.

13.5 PPECB and the Supplier hereby agree, for the purposes of section 197(7)(b) of the

Labour Relations Act, that –

13.5.1 to the extent that any of the amounts referred to in clause 13.4 shall be payable to the

Designated Employees or any of them, the Supplier is responsible for paying all of the

amounts referred to in clause 13.4, it being specifically recorded that there shall be no

apportionment of liability between PPECB and the Supplier, and that the Supplier shall

be responsible for and shall pay the full amounts specified in clauses Error: Reference

source not found, Error: Reference source not found and Error: Reference source not

found;

13.5.2 there is no intention, as at the Signature Date and as at the Commencement Date,

that any of the Designated Employees will be dismissed by reason of the operational

requirements of the Supplier, and consequently it is not intended that the amount as

specified in terms of clause Error: Reference source not found will become payable to

any of the Designated Employees. In so far as the Supplier undertakes, after the

Commencement Date, a process in accordance with section 189 of the Labour

Relations Act which results in the dismissal by reason of the operational requirements

of the Supplier, as employer, of any Designated Employee who transferred

employment in the context of this clause 13, then the Supplier, as employer, shall be

solely responsible for all severance pay expenditure due to any such Designated

Employee which will arise, including the amount of the Potential Severance Pay.

13.5.3 The Supplier undertakes to keep the Designated Employees in its employ for a period

of at least 12 months and shall not dismiss any of the Designated Employees due to a

lack of skills, but only for serious contravention of policy or gross negligence during

that period.

13.6 PPECB hereby undertakes to disclose the terms agreed with the Supplier in clause

13.5.1 to the Designated Employees in compliance with the provisions of section 197(7)

(c) of the Labour Relations Act by no later than the Commencement Date.

13.7 The Supplier hereby irrevocably and unconditionally acknowledges that this clause 13

and the arrangements contemplated in terms hereof constitute compliance by PPECB

with the provisions of section 197 of the Labour Relations Act. In the event that,

notwithstanding such compliance with the provisions of section 197 of the Labour

Relations Act, PPECB suffers any claim, damage, loss or expense in relation to and/or

arising from the transfer of the Designated Employees to the Supplier on the basis

described in this clause 13 and/or from the operation of section 197 of the Labour

Relations Act (collectively "Labour Claims"), the Supplier hereby indemnifies and holds

PPECB harmless in respect of and/or against all and any such Labour Claims.

13.8 The Supplier shall honour the terms of and be bound by all collective agreements to

which PPECB is, immediately prior to the Commencement Date and in respect of the

Designated Employees, bound in terms of section 23 of the Labour Relations Act and/or

in terms of section 32 of the Labour Relations Act, unless a commissioner acting in terms

of section 62 of the Labour Relations Act decides otherwise.

13.9 The Supplier indemnifies and holds PPECB harmless against all and any claims by the

Designated Employees in respect of the employment relationship or termination thereof,

which may arise consequent to the employment of the Designated Employees by the

Supplier.

13.10 The contents of this clause 13 do not constitute, nor shall they be deemed to constitute a

stipulation for the benefit of the Designated Employees, nor shall the Designated

Employees, or any of them, be entitled to accept and/or to enforce any of the obligations

arising in terms of and/or in connection with this clause 13.

13.11 Upon the termination or expiry of this Agreement, the Parties agree that the Supplier

Personnel and Designated Employees shall remain the employees of the Supplier and

the consequent engagement with a Replacement Provider alternatively the performance

of the Services by PPECB shall not result in a transfer of employment in terms of the

Employment Regulations.

14 MEDICAL SCHEMES

14.1 The Designated Employees are members of the Medical Scheme ("Medical Scheme").

14.2 The Supplier shall ensure that those Designated Employees who are members of the

Medical Scheme are registered with another medical scheme as soon as possible after

the Commencement Date but in any event by not later than 3 months after the

Commencement Date.

14.3 [Alternatively - The Designated Employees who are members of Medical Scheme shall

continue to be members thereof on the same basis as applied to them as employees of

PPECB except that the employer's contribution will be made by the Supplier.]

14.4 The Supplier hereby indemnifies and holds PPECB harmless against all and any claims

of whatsoever nature arising from or in connection with any contributions payable to the

Medical Scheme for, on behalf of or in respect of the Designated Employees who are

members thereof on or after the Commencement Date.

15 RETIREMENT SCHEMES

15.1 The Designated Employees are members of the Pension Fund, the Provident Fund and

the Retirement Scheme ("Retirement Schemes").

15.2 The Supplier shall ensure that those Designated Employees who are members of the

Retirement Schemes are, subject to the provisions of section 197(4) of the Labour

Relations Act, as read with section 14(1)(c) of the Pension Funds Act, transferred to a

retirement scheme/s nominated by the Supplier, as soon as reasonably possible after the

Commencement Date.

15.3 The said Designated Employees shall cease to be members of the Retirement Schemes

on the date on which the transfer applications have been approved by the Registrar of

Pension Funds in terms of section 14 of the Pension Funds Act and the benefits in

respect of the relevant Designated Employees have been transferred to the Supplier's

nominated retirement scheme ("Transfer Date").

15.4 The Supplier shall be responsible for the deduction and payment of the contributions of

the Designated Employees to the Retirement Schemes with effect from the

Commencement Date until the Transfer Date.

15.5 The Supplier shall be obliged to make payment of the requisite employer contributions to

the Retirement Schemes from the Commencement Date until the Transfer Date.

16 PROPERTY AND EQUIPMENT

16.1 The Supplier shall provide all such Materials, equipment and facilities as are necessary

for the proper and efficient performance of the Supplier's obligations under this

Agreement save for any Materials and facilities that PPECB agrees in writing to provide.

16.2 The Supplier shall not use any item of PPECB Property without first obtaining PPECB's

written approval.

16.3 PPECB will furnish to the Supplier, for the Supplier's use at no charge, the PPECB

Property marked as such that is listed in Annexure "F".

16.4 If PPECB allows the Supplier to use any PPECB Property, the Supplier shall –

16.4.1 only use it to supply the Services and only for the period for which PPECB has

approved its use by the Supplier pursuant to clause 16.1;

16.4.2 keep it in its own possession or as otherwise directed by PPECB;

16.4.3 keep it in good, safe and serviceable condition and state of repair, consistent with

Good Industry Practice and be responsible for any damage caused by its negligence

to, or deterioration of, it other than through fair wear and tear;

16.4.4 inform PPECB as soon as reasonably practicable of any damage to it;

16.4.5 ensure that any recommendation made by PPECB or the manufacturer of it is

complied with promptly;

16.4.6 not make any alterations, additions or modifications to, or remove parts from, it without

PPECB's prior written consent; all additions to and improvements to it shall belong to

PPECB;

16.4.7 procure that it is employed, used or operated in a skilful, careful and proper manner

and only for the purpose for which it was designed;

16.4.8 allow PPECB upon reasonable notice and at any time to inspect it;

16.4.9 keep accurate, complete and up to date records of all maintenance, repairs, additions,

alterations and modifications to, and removal of parts from, it and provide PPECB with

such information upon being given reasonable notice;

16.4.10 not sub-let or lease it to a third party, or allow any third party to possess or use it,

without PPECB's prior written consent;

16.4.11 ensure that it is marked as the property of PPECB and that labels, plates or other

identifying marks affixed to it shall remain affixed to it and are not removed,

concealed, obliterated, defaced or altered in any way other than through fair wear and

tear;

16.4.12 not attempt to hold itself out as having any power to sell, charge or otherwise

encumber or to sell or otherwise dispose of it or any interest in it;

16.4.13 prevent it from being removed from its possession and prevent its confiscation,

distress, execution, impounding, forfeiture, requisition for title or seizure;

16.4.14 make its own inspection of the PPECB Property prior to its use and take full

responsibility for ensuring it is safe to operate and suitable for use in connection with

the Services and PPECB shall have no liability whatsoever to the Supplier, its

Affiliates or any third party in those respects or in respect of its malfunction or

breakdown or otherwise howsoever; and

16.4.15 return any PPECB Property in its possession immediately upon completion of the

applicable Services, the expiry of PPECB's approval under clause 16.1 or upon

termination or expiry of this Agreement, whichever occurs first.

16.5 Ownership of, and title to, PPECB Property shall remain vested in PPECB and the

Supplier shall have no right, title or interest in or to any part of PPECB Property other

than the right to use it in accordance with this Agreement. The Supplier shall only use

PPECB Property to supply the Services.

16.6 The Supplier shall obtain PPECB's prior written authority before removing any PPECB

Property from the site where it is located. The Supplier shall return any PPECB Property

immediately to that site (or as otherwise directed by PPECB) upon completion of the

applicable Services, upon the expiry of PPECB's approval or upon termination or expiry

of this Agreement, whichever occurs first.

16.7 Whilst in the Supplier's possession or control –

16.7.1 PPECB Property shall be at the risk of the Supplier until returned and the Supplier

shall take appropriate measures to ensure its security and condition; and

16.7.2 the Supplier shall take good care of PPECB Property and maintain it in accordance

with PPECB's instructions.

16.8 All equipment, tools, systems, cabling and facilities provided by or on behalf of the

Supplier and used directly or indirectly in the supply of the Services ("Supplier Equipment") shall be entirely at the risk of the Supplier.

16.9 Save as this Agreement may otherwise expressly require, the Supplier shall be

responsible for the proper maintenance and use of all Supplier Equipment.

17 TECHNOLOGY MANAGEMENT

17.1 General

17.1.1 Subject to clause 17.1.3, the Supplier will continuously and proactively implement

new, cost-effective technologies in order to further reduce the overall direct cost of the

Services to PPECB and to provide real, long-term operational savings to PPECB.

17.1.2 The Supplier will take all necessary steps to ensure predictable charges with little or

no unanticipated price increases over the Term.

17.1.3 The Supplier shall obtain PPECB's prior written consent before acquiring, maintaining,

upgrading or replacing any asset or equipment that is used by the Supplier to provide

the Services.

17.2 Technology Upgrades and Enhancements

The Supplier will keep all Services under this Agreement current with industry advances

and leading technology standards, including in accordance with relevant equipment and

software refresh cycles, and shall ensure that all technology, hardware and software

provided, leased or procured by the Supplier ("Supplier Resources") to provide the

Services will be kept at levels supported by the respective manufacturers, and equipment

will be upgraded or replaced as required to meet the Service Levels, manufacturer end-

of-life policies and timelines and manufacturer-recommended requirements.

17.3 Technology Refresh

17.3.1 The Supplier shall be required to keep PPECB advised of its technology refresh

strategy and road map and shall be required to ensure that the Supplier's internal

systems and infrastructure and the Service provision at all times remains compatible

with PPECB's architectural technology standards and strategies.

17.3.2 The Supplier will at its own cost, refresh all Supplier Resources used to provide the

Services as is necessary to perform the Services in accordance with the terms of the

Agreement and to meet the Service Levels.

18 CONTRACT MANAGEMENT

18.1 On or before the Commencement Date, the Supplier shall appoint the Supplier's Account

Manager and communicate the individual's name and contact details in writing to PPECB

in accordance with clause 12.3. The Supplier's Account Manager shall be responsible for

ensuring the effective supply of the Services and proper liaison with PPECB (and have

appropriate authority in those respects).

18.2 Any instruction or direction in connection with the Services given to the Supplier's

Account Manager (or his deputy) shall be deemed to be given to the Supplier.

18.3 On or before the Commencement Date, PPECB shall appoint PPECB's ContractManager

and communicate the individual's name and contact details in writing to the Supplier.

PPECB's Contract Manager shall act as the lead point of contact on behalf of PPECB for

the supply of the Services and shall be responsible for proper liaison with the Supplier.

18.4 The Account Manager shall meet (at PPECB's Premises unless the Parties agree

otherwise) at least once every quarter (and at any time on request from either Party) to

discuss and review matters relating to the Services and the operation of this Agreement.

19 RECORDS, REPORTS AND AUDIT

19.1 The Supplier shall keep complete, accurate and up to date records of all time spent,

materials used and principal activities carried out, and other material information

generated in connection with this Agreement. This must include all transactions which

relate in any way to this Agreement or to the Services supplied under it. Such records

shall be retained by the Supplier for inspection by PPECB for 7 (seven) years from the

period to which they relate or such other period as PPECB may advise in writing.

19.2 The Supplier shall (at no cost to PPECB) –

19.2.1 provide to PPECB such reports, in such format and at such frequency, as may be

reasonably requested by PPECB;

19.2.2 in addition to its obligations under clause Error: Reference source not found and

Annexure B, provide to PPECB such information, materials and explanations (at the

time or times specified by PPECB) as may be requested by PPECB to enable PPECB

to monitor the performance of the Supplier's obligations under this Agreement; and

19.2.3 provide to PPECB copies of the records referred to in clause 19.1.

19.3 PPECB, its authorised advisers, other representatives and any regulatory body may

audit–

19.3.1 the compliance of the Supplier and of each of the Supplier Personnel with the terms of

this Agreement (including compliance with Applicable PPECB Policies); and

19.3.2 the accuracy of the Supplier's invoicing of the Charges payable by PPECB under this

Agreement.

19.4 For the purpose of facilitating an audit under clause 19.3, the Supplier shall provide to

PPECB (including its authorised employees), its authorised advisers and other

representatives, and any regulatory body, on request (at no cost to PPECB) –

19.4.1 reasonable access to the records referred to in clause 19.1;

19.4.2 reasonable access to all relevant information, premises, data, employees, agents,

subcontractors, vendors and assets at all locations at which the same are present (or

may reasonably be expected to be present), including locations from which obligations

of the Supplier are being or have been carried out (but not to information which the

Supplier is obliged to keep confidential unless such information is required to verify the

records referred to in clause 19.1 or items provided under clause 19.2 and not to

information which is legally privileged and/or subject to litigation privilege); and

19.4.3 all reasonable assistance in carrying out any audit.

19.5 For the purpose of complying with this clause 19, the Supplier shall promptly and

efficiently give PPECB (including its authorised employees), its authorised advisers, other

representatives and any regulatory body any assistance they reasonably require and

follow their instructions with regard to such assistance. The Supplier shall also ensure

that it maintains the records referred to in clause 19.1 in a manner that enables them to

be viewed without disclosing any information access to which may be withheld under

clause 19.4.2.

19.6 Where any monitoring, inspection or audit identifies –

19.6.1 any overpayment by PPECB, the Supplier shall immediately repay the overpayment;

or

19.6.2 any areas where the Supplier is not complying with this Agreement, the Supplier shall

immediately rectify such failure and take all necessary steps to ensure its future

compliance with this Agreement,

19.7 and the Supplier shall bear all the costs of the monitoring, inspection or audit and shall (at

no cost to PPECB) facilitate PPECB making and retaining copies of any information,

records, documents and data identified as relevant from any audit.

19.8 Any inspection or audit, or failure to inspect or audit, shall not in any way relieve the

Supplier from its obligations under this Agreement.

19.9 The provisions of this clause 19 shall remain in full force and effect for 7 years after this

Agreement expires or terminates (or, in the case of clause 19.1, such other period as

PPECB may advise under that clause).

20 ACCESS TO PPECB'S PREMISES

20.1 Access to PPECB's Premises shall only be given to the extent necessary for the supply of

the Services. PPECB reserves the right (acting reasonably) to refuse any Supplier

Personnel access to PPECB's Premises.

20.2 If PPECB permits the Supplier Personnel to access PPECB's Premises, the Supplier

shall ensure that whilst on PPECB's Premises the Supplier Personnel –

20.2.1 comply with PPECB's health and safety and security procedures and all relevant

Applicable PPECB Policies; and

20.2.2 produce suitable identification on request, and PPECB reserves the right to remove

any Supplier Personnel from PPECB's Premises if they fail to comply with these

requirements.

21 SUBCONTRACTORS AND VENDORS

21.1 The Supplier shall obtain PPECB's prior written approval before sourcing or sub-

contracting any element of the Services from a third-party vendor and/or subcontractor. In

doing so, the Supplier shall itemise each element to be sourced or sub-contracted from

the third party/s and shall disclose the mark-up, if any, to be passed on to PPECB in

relation to each of the service elements concerned.

21.2 Subject always to the Supplier having obtained PPECB's prior written consent, the

Supplier –

21.2.1 acknowledges that it is ultimately responsible for all goods or services rendered to

PPECB, whether by a vendor or a sub-contractor;

21.2.2 shall not be relieved of any of its duties or obligations under this Agreement by

entering into any subcontract with any sub-contractors, nor shall any agreement with

any sub-contractor create any contractual relationship between PPECB and such sub-

contractor, and the Supplier shall remain liable for services performed and to be

performed by sub-contractors as well as the conduct of such sub-contractors to the

same extent as if the Supplier had itself performed such services;

21.2.3 agrees that it shall promptly remove any sub-contractors and terminate the relevant

subcontract if PPECB determines that the sub-contractor in question is detrimental to

the Services or to the work environment or that the sub-contractor's performance has

been materially deficient or serious doubt exists concerning the sub-contractor's ability

to render future performance; and

21.2.4 shall ensure that its agreements with its sub-contractors include a provision whereby

the sub-contractors are required to take out insurance to cover the risks relating to the

services they will be providing under such agreements.

21.3 The Supplier will –

21.3.1 submit a list of vendors upon request by PPECB;

21.3.2 only be reimbursed for expenses incurred with the pre-approved vendors;

21.3.3 never act on instruction from any PPECB employee to make any payment to or

provide any quotation to any vendor outside of their band of pre-approved vendors;

and

21.3.4 ensure that the services rendered or goods provided by any vendor at the Supplier's

instance are aligned to the requirements of PPECB and the intent of the Agreement.

21.4 If PPECB is able to obtain from any subcontractor or vendor used, or proposed to be

used, by the Supplier more favourable commercial terms than the Supplier with respect to

the goods or services supplied by the subcontractor or vendor, PPECB may require the

Supplier either to –

21.4.1 replace its existing or proposed commercial terms with that subcontractor or vendor

with the more favourable commercial terms obtained by PPECB; or

21.4.2 source the goods or services concerned from PPECB who will contract with the

subcontractor or vendor in place of the Supplier.

21.5 If PPECB exercises its rights under clause 21.3 the Charges shall be reduced by a fair

and reasonable amount.

21.6 The Supplier undertakes to ensure that such subcontracts will contain materially the

same terms and conditions as this Agreement, to the extent such terms and conditions

are relevant to the Services to be provided by the approved subcontractor and shall use

its reasonable endeavours to identify PPECB as a direct and intended third-party

beneficiary thereof with PPECB having the right to enforce its rights directly against the

approved subcontractor in terms of the principles of stipulatio alteri which the Supplier

shall use its reasonable endeavours to include in all such subcontracts by the Supplier in

favour of PPECB.

22 BUSINESS CONTINUITY AND DISASTER RECOVERY

22.1 The Supplier shall ensure that it has in place at all times a Business Continuity Plan,

prepared and maintained in accordance with Good Industry Practice, detailing the steps,

actions and procedures to be implemented to ensure that PPECB continues to receive

the Services in accordance with the Service Levels, and any adverse effect on PPECB is

minimised, if any situation occurs (including a Disaster) (whether or not as a result of any

acts or omissions of the Supplier and whether or not a Force Majeure Event) that

materially adversely impacts on the Supplier's ability to supply the Services or is likely to

do so (a "Supply Threat"). The Supplier shall at all times have in place processes and

procedures to identify a Supply Threat and shall immediately (at no cost to PPECB)

implement the Business Continuity Plan if a Supply Threat occurs and as otherwise

required by this Agreement.

22.2 The Supplier shall review the current Business Continuity Plan, and its related processes

and procedures, regularly, and at least every 6 (six) months, and shall update them

where necessary to take account of any increased risk of a Supply Threat or any change

in Good Industry Practice.

22.3 The Supplier shall provide a copy of the Business Continuity Plan to PPECB on request

and shall in any event notify PPECB of any changes made to it.

22.4 The Supplier shall test all aspects of the Business Continuity Plan, and its related

processes and procedures, regularly and in any event annually to ensure that they are

robust and suitable. The Supplier shall give PPECB the opportunity to witness tests being

carried out and shall provide to PPECB, within 1 month after each test, a comprehensive

written report setting out the results of each test if requested by PPECB.

22.5 The Supplier shall train, and ensure that such training is up-to-date for, each of the

Supplier Personnel in relation to risk management and the Business Continuity Plan to

ensure it can be implemented efficiently.

22.6 The Supplier shall impose upon each of its sub-contractors duties analogous to those of

the Supplier under this clause 21.1 to ensure they are able to identify and take

appropriate measures to address Supply Threats.

22.7 Unless otherwise agreed in Annexure C, all activities of the Supplier in connection with

this clause 21.1 shall be undertaken at no cost to PPECB.

23 FORCE MAJEURE

23.1 A Party (the "Affected Party") shall not be liable to the other Party or be in breach for any

delay or failure to perform any of its obligations under this Agreement that is caused by a

Force Majeure Event provided it complies with the requirements of this clause 23.

23.2 On the occurrence of a Force Majeure Event the Affected Party shall give immediate

notice to the other Party's Contract Manager, stating the nature of the Force Majeure

Event, how it is affecting the performance of its obligations, the date it began to affect its

performance, the estimated period during which its performance will be affected and the

action it has taken and proposes to take to mitigate its effects. The Parties shall then

consult with each other and take reasonable steps to agree appropriate terms to mitigate

the effects of the Force Majeure Event and facilitate continued performance of this

Agreement. The Affected Party shall provide a daily update on the information provided

under this clause 23.2.

23.3 The Affected Party shall mitigate (and whilst it continues, shall continue to mitigate) the

effects of the Force Majeure Event on its performance in accordance with Good Industry

Practice including by implementing the Business Continuity Plan. The Supplier shall

continue to perform obligations which are not affected by the Force Majeure Event.

23.4 Where the Supplier is the Affected Party it shall ensure that it does not, in the allocation of

available resources, treat any other Supplier more favourably than PPECB.

23.5 The Affected Party shall notify the other Party as soon as practicable after the Force

Majeure Event ceases to affect its performance. Following such notification any terms

agreed under clause 23.2 shall cease to apply and the Affected Party shall recommence

performance of its duties in all respects in accordance with the terms of this Agreement.

23.6 If the performance of all or a material part of the Supplier's obligations under this

Agreement is delayed or prevented by a Force Majeure Event for a continuous period of

[15] days PPECB may terminate this Agreement by giving [15] days' written notice to the

Supplier.

23.7 The Supplier shall not charge PPECB for Services that are not supplied in accordance

with this Agreement because of a Force Majeure Event or for additional work carried out

by the Supplier to overcome the effects of a Force Majeure Event unless and to the

extent that PPECB instructs the Supplier in writing to carry out exceptional additional

work to overcome the Force Majeure Event. In those circumstances, and provided that it

has approved them in advance, PPECB shall reimburse the Supplier's costs for the

additional work.

24 CHARGES

24.1 In consideration of the Supplier supplying the Services, PPECB shall pay the Charges on

and subject to the terms of this Agreement.

24.2 The Charges together with any applicable VAT is the only amounts payable by PPECB

for the Services. The Supplier shall perform all its other obligations under this Agreement

at no cost to PPECB (unless expressly stated otherwise in this Agreement).

24.3 Unless Annexure C states otherwise, the Supplier shall be solely responsible for all

expenses it incurs in supplying the Services.

24.4 To the extent Annexure C allows the reimbursement of expenses the Supplier shall use

all reasonable endeavours to keep them to a minimum and in order to be recoverable an

expense must –

24.4.1 be reasonably and properly incurred in connection with the Services;

24.4.2 be agreed in advance with PPECB;

24.4.3 not exceed in aggregate any total specified in Annexure C;

24.4.4 comply with any relevant Applicable PPECB Policy;

24.4.5 be supported by a detailed invoice or receipt evidencing that it has been incurred and

paid; and

24.4.6 be invoiced to PPECB at cost without any mark-up.

24.5 The Supplier shall at all times operate a system of accounting and maintain complete and

accurate records of all actions taken in connection with, and all supporting documentation

in relation to, the performance of its obligations under this clause.

24.6 The Supplier represents, warrants and undertakes that the Charges are no higher than

those it charges its other customers and users for services of a similar scope, nature and

functionality to the Services.

24.7 If at any time the Supplier supplies or offers to supply services which are substantially

similar to the Services on substantially similar terms to those in this Agreement at a lower

price than the Charges, then the Charges shall be reduced to an amount equal to the

lower price and PPECB shall be entitled to a refund equal to the difference between the

two prices in respect of any Services supplied to it after the date on which the Supplier

first supplied or offered to supply the Services concerned at the lower price.

25 BENCHMARKING

25.1 For the purposes of this clause –

25.1.1 "Benchmark Report" means the report produced by PPECB following a Benchmark

Review;

25.1.2 "Benchmark Review" means any benchmarking of any or all of the Charges which

may be conducted by PPECB;

25.1.3 "Comparison Sample" means a sample of one or more organisations providing

Equivalent Services;

25.1.4 "Equivalent Services" means services that are materially similar to the Services

(including in terms of scope, specification, geographical coverage, volume and quality

of performance) that are generally available and are supplied by a provider of services

that are substitutes for or otherwise similar to the Services to a Supplier similar in size

to PPECB over a similar period; and

25.1.5 "Good Value" means in relation to the Charges being benchmarked, that the Charges

are within a 5% (five percent) range of the prices obtained from the Comparison

Sample.

25.2 PPECB may elect to perform a Benchmark Review annually after the first anniversary of

the Commencement Date.

25.3 PPECB may not perform a Benchmark Review until a period of 12 (twelve) months has

expired from the date of the last Benchmark Review.

25.4 If the outcome of a Benchmark Review is that the Services are not Good Value then (in

the case of Charges) the Supplier shall reduce the Charges with immediate effect (and

with retrospective effect to the date PPECB initiated the benchmarking by crediting or

paying, as PPECB may require, the resulting overpayment in such period) so as to

ensure that afterwards the Services represent Good Value.

25.5 Should the Supplier fail to reduce the Charges pursuant to clause 25.3, PPECB may

terminate on the basis of material breach by the Supplier which is incapable of remedy.

25.6 Any amendment to the Charges in accordance with any Benchmark Report shall be

documented by the Parties using the Change Control Procedure without cost to PPECB.

26 PAYMENT

26.1 Subject to clauses 26.2, 26.3 and 26.9, PPECB shall pay each Valid Invoice within 30

(thirty) days from the date on which the Valid Invoice is received by PPECB.

26.2 If any of the Supplier's obligations under this Agreement have not been performed fully in

accordance with the terms of this Agreement, PPECB may refuse to pay any outstanding

or due payments until they have been properly performed.

26.3 PPECB shall not be obliged to pay any amount, invoice (whether a Valid Invoice or

otherwise) or portion of it in respect of which PPECB has not issued a purchase order.

26.4 A "Valid Invoice" means an invoice submitted in accordance with Annexure C in such

form and by such method as specified by PPECB and that includes –

26.4.1 a reference to this Agreement;

26.4.2 PPECB's name, address and VAT registration number;

26.4.3 the PO number to which the invoice relates;

26.4.4 a short description of the Services supplied;

26.4.5 the itemised Charges and the period to which the invoice relates;

26.4.6 where the Supplier is entitled to the reimbursement of expenses, itemised details of

the expenses and their approval by PPECB;

26.4.7 the Supplier's VAT registration number or equivalent;

26.4.8 the applicable VAT rate and amount; and

26.4.9 any other requirements made known by PPECB to the Supplier.

26.5 If PPECB receives an invoice which is not a Valid Invoice it may, without prejudice to

clause 26.9, notify the Supplier of the relevant error or omission and shall not be obliged

to pay that invoice. The Supplier shall then issue to PPECB a correct Valid Invoice and a

credit note correcting the error or omission and the correct Valid Invoice shall have effect

as if the previous invoice had never been issued.

26.6 Each invoice should be marked for the attention of "Accounts Payable" and be submitted

by the Supplier in such form and by such method as specified by PPECB.

26.7 The Supplier shall ensure that all Charges, costs and expenses due to it under this

Agreement are invoiced in a Valid Invoice within 3 months of the date the Supplier is first

entitled to invoice such sum. The Supplier irrevocably waives the right to payment of any

sums not included in a Valid Invoice within such period.

26.8 All payments due under this Agreement shall be made in South African Rands

26.9 If PPECB receives an invoice which it reasonably believes includes a sum which is not

properly due –

26.9.1 PPECB shall notify the Supplier in writing as soon as reasonably practicable;

26.9.2 PPECB's failure to pay the disputed invoice shall not be deemed to be a breach of this

Agreement;

26.9.3 if the Supplier wishes to be paid the balance of the invoice which is not in dispute it

shall issue to PPECB a credit note in respect of the invoice in dispute and a Valid

Invoice for only the undisputed amount which PPECB shall pay in accordance with

clause 26.1; and

26.9.4 once the Dispute has been resolved –

26.9.4.1 if it is determined that the amount properly payable is less than the amount

included in the disputed invoice, the Supplier shall issue to PPECB a credit note in

respect of the disputed invoice (unless it has already done so under clause 26.9.2)

and shall issue to PPECB a Valid Invoice for the amount (if any) properly payable

(less any amount already invoiced under clause 26.9.2) which PPECB shall pay in

accordance with clause 26.1; or

26.9.4.2 if it is determined that the amount properly payable is equal to or greater than the

amount included in the disputed invoice, (subject to 26.9.426.9.4.2) PPECB shall

pay the disputed invoice in accordance with clause 26.1 (but as if it had been dated

on resolution of the dispute) and the Supplier shall issue to PPECB a Valid Invoice

for any additional amount properly payable, which PPECB shall pay in accordance

with clause 26.1; or

26.9.4.3 where clause 26.9.426.9.4.1 would apply but the Supplier has issued a credit note

and Valid Invoice under clause 26.9.2, the Supplier shall issue to PPECB a Valid

Invoice for the additional amount properly payable, which PPECB shall pay in

accordance with clause 26.1.

26.10 The Supplier may not suspend or reduce the supply of the Services as a result of any

overdue, undisputed or disputed invoice or other sums owed by PPECB.

26.11 Payment by PPECB of any invoice will not be deemed to be approval or acceptance by

PPECB of the Services or other matters in respect of which the invoice is issued and will

be without prejudice to PPECB's rights and remedies under this Agreement or at law in

respect of any failure or delay on the part of the Supplier to perform its obligations.

27 SET-OFF

Without affecting its other rights, PPECB may set off an amount owed to it by the Supplier

against an amount which it owes to Supplier, present or future, and which arises under this

Agreement.

28 TAX

28.1 The Charges are stated exclusive of VAT which PPECB shall pay in addition to the

Charges at the rate prevailing on the date of the invoice. The Supplier shall be solely

responsible for all other taxes, or other withholdings or contributions which may be

payable out of, or as a result of, the receipt of any Charges or other monies paid or

payable in respect of the Services. The Supplier shall indemnify PPECB and any of its

Affiliates against all Liabilities in respect of the Supplier's failure to account for, or to pay,

any VAT relating to payments made to the Supplier under this Agreement.

28.2 The Supplier warrants and represents that –

28.2.1 it has three or more full-time employees actively engaged in the Services that are

neither support staff, shareholders nor members of the Supplier nor are they

connected persons in relation to the Supplier; and

28.2.2 the Charges to be paid by PPECB to the Supplier in terms of this Agreement and any

other agreement existing between the Parties, or between the Supplier and any of

PPECB's Affiliates, will not constitute more than 80% of the Supplier's annual income.

28.3 Accordingly, the Supplier is not a 'Personal Services Provider' for the purposes of the

Fourth Schedule and section 23(k) of the Income Tax Act, 58 of 1962 and accordingly

PPECB shall not be obliged to pay any pay-as-you-earn ("PAYE") income tax to the

South African Revenue Services in respect of the Supplier. In the event that the Supplier

is deemed to be a Personal Service Provider at any time during or after termination of this

Agreement, the Supplier hereby indemnifies PPECB against any and all Liabilities which

PPECB may incur as a result thereof.

28.4 Where PPECB is required by law to make any tax deduction or withholding in relation to

any payment under this Agreement, PPECB may deduct or withhold such amount from

such payment, remit the amount to the proper revenue or other authority.

28.5 The Supplier shall (and shall ensure that all members of the Supplier Personnel who are

self-employed shall) account to the South African Revenue Services (or other relevant tax

authority) for all taxes payable on any Charges or other amounts payable under this

Agreement and for any Unemployment Insurance Fund contributions, Skills Development

levies and/or other statutory contributions in relation to Supplier Personnel and the

Supplier shall indemnify PPECB against any claims for taxes, Unemployment Insurance

Fund contributions, Skills Development levies and other statutory contributions together

with any related claims, penalties, surcharges and expenses in respect of the Charges.

28.6 All sums payable by the Supplier to PPECB under or in respect of this Agreement shall

be paid free and clear of any deductions, withholdings, set-offs or counterclaims, save

only as may be required by law or under clause 27. Should the Supplier be required by

law to make a deduction or withholding from any such sum the Supplier shall pay to

PPECB such sum as will, after the deduction or withholding has been made, leave

PPECB with the same amount as PPECB would have received had no deduction or

withholding been made.

28.7 If any sum payable by the Supplier to PPECB under or in respect of this Agreement shall

otherwise be subject to any tax, levy, impost, duty, charge or fee ("Tax Liability") in the

hands of PPECB, the sum payable shall be increased to such sum as will ensure that

after payment of such Tax Liability PPECB shall be left with a sum equal to the sum that it

would have received in the absence of such a Tax Liability.

28.8 The Supplier shall not in any circumstances be entitled under any provision of this

Agreement or otherwise to recover from PPECB any VAT which the Supplier incurs in

relation to payments made by the Supplier to a third party which is otherwise

irrecoverable in the hands of the Supplier.

28.9 The Parties shall cooperate –

28.9.1 to determine and agree (acting lawfully and reasonably) the most mutually and

financially efficient way of making payments under this Agreement (including by

providing exemption certificates, other reasonably requested information and

documentation, or in the event of changes in any tax related Applicable Law which

significantly affect the costs of or charges for the Services); and

28.9.2 in the event of enquiries or audits by a tax authority on inter-party transactions.

29 COST SAVINGS

29.1 The Parties agree that the Supplier shall annually or as frequently as PPECB ay request

(at no additional cost to PPECB) conduct a risk and cost savings analysis in order to

determine the measures required to ensure that the Services will be rendered effectively

and in the best and optimal manner possible.

29.2 Supplier shall, every six months, identify and report in writing to PPECB methods to

optimise and increase efficiency or profit and loss savings targets (as may be agreed

between the Parties from time to time) and Cost Savings. For the sake of clarity, the

methods utilised by Supplier in order to achieve the cost reduction contemplated herein,

shall not impact upon the quality of Services and Supplier hereby agrees to use its best

endeavours to achieve the Cost Savings.

29.3 Where the Supplier has a recommendation pursuant to this clause 29 which is expected

to generate Cost Savings, then Supplier shall submit a written proposal to PPECB setting

out the details of the recommendation and its justification, together with the appropriate

background correspondence, quotations or calculations of financial impact to the

business of PPECB. At the request of PPECB, Supplier shall provide such further

information and documentation as may be reasonably required by PPECB to enable it to

review such documentation.

29.4 The Parties agree to calculate the actual savings achieved in order to measure the

Supplier's performance in relation to this clause.

30 THIRD PARTY CO-OPERATION AND MANAGEMENT SERVICES

30.1 SUPPLIER shall cooperate with all third-party service providers of PPECB to coordinate

its provision of the Services with the services and systems of such third-party service

providers so that, to the extent reasonably possible, all services provided to PPECB are

provided seamlessly across all service providers (including SUPPLIER).

30.2 PPECB shall procure that relevant third-party service providers provide SUPPLIER with

their reasonable cooperation, where reasonably requested by SUPPLIER.

30.3 The co-ordination and co-operation referred to in clause 30.1 shall include (subject to any

reasonable confidentiality requirements SUPPLIER may have):

30.3.1 applicable written information concerning any or all of SUPPLIER' resources and data

and technology strategies used in providing the Services;

30.3.2 reasonable assistance and support services;

30.3.3 taking all actions reasonably necessary to obtain any consents, approvals or

authorisations from third parties as required for SUPPLIER to perform the Services

hereunder;

30.3.4 openly exchanging information with PPECB and such other third-party service

providers in connection with the Services and/or the services being provided by such

other third-party service providers;

30.3.5 providing such other third-party service providers reasonable access to and use of any

SUPPLIER resources, facilities and Intellectual Property (including hardware,

equipment and software) being used to provide the Services;

30.3.6 where relevant, integrating SUPPLIER' processes and procedures with those of such

other third-party service providers;

30.3.7 participating in meetings with such other third-party service providers reasonably

required to manage the interfaces between and the interaction of the Services and the

services being provided by such other third-party service providers. PPECB may

participate in such meetings at its election;

30.3.8 working jointly and in good faith with such other third party service providers as

reasonably required to allocate responsibilities where the Services and the services

provided by other third party service providers overlap, amongst SUPPLIER and the

third party service providers to avoid unjustified avoidance of responsibility in

connection (i) with any failure by SUPPLIER and the third party service providers to

provide PPECB with End to End services; (ii) any disputes or problems in relation to

the Services;

30.3.9 adhere to all relevant inter-supplier governance structures, requirements and

responsibilities as may be stipulated by PPECB;

30.3.10 where required PPECB, commit to relevant inter-supplier co-operation standards;

30.3.11 adopting a ''fix first settle later'' methodology whereby SUPPLIER and all third-party

service providers work to immediately resolve service related issues that may involve

or relate to the Services they are providing to PPECB, including attempting to resolve

disputes directly with such other third-party service providers before escalating the

dispute to PPECB. On escalation of a dispute to PPECB, PPECB's resolution will be

binding on SUPPLIER and the third party, subject to the dispute resolution processes

under the Agreement; and

30.3.12 to the extent that any Service Level default investigation and resolution interfaces with

other third-party service providers, SUPPLIER shall at all times co-operate with and

participate with other third-party service providers and PPECB, including in respect of

any joint root cause analysis exercises which PPECB may require and, where

necessary, collaborative problem resolution efforts.

30.4 The coordination and cooperation referred to in this clause 30 (Third Party Cooperation)

shall be provided by SUPPLIER as part of the Services and at no additional charge to

PPECB unless specifically otherwise agreed in writing.

31 THIRD PARTY CO-OPERATION AND MANAGEMENT

31.1 Supplier shall cooperate with all third-party service providers of PPECB to coordinate its

provision of the Services with the services and systems of such third-party service

providers so that, to the extent reasonably possible, all services provided to PPECB are

provided on an "end-to-end" basis and seamlessly across all service providers (including

the Supplier).

31.2 PPECB shall procure that relevant third-party service providers provide Supplier with their

reasonable cooperation, where reasonably requested by Supplier.

31.3 The co-ordination and co-operation shall include (subject to any reasonable confidentiality

requirements the Supplier may have):

31.3.1 applicable written information concerning any or all of Supplier's resources and data

and technology strategies used in providing the Services;

31.3.2 reasonable assistance and support services;

31.3.3 taking all actions reasonably necessary to obtain any consents, approvals or

authorisations from third parties as required for Supplier to perform the Services

hereunder;

31.3.4 openly exchanging information with PPECB and such other third-party service

providers in connection with the Services and/or the services being provided by such

other third-party service providers;

31.3.5 providing such other third-party service providers reasonable access to and use of any

the Supplier resources, facilities and Intellectual Property (including hardware,

equipment and software) being used to provide the Services;

31.3.6 where relevant, integrating the Supplier's processes and procedures with those of

such other third-party service providers;

31.3.7 participating in meetings with such other third-party service providers reasonably

required to manage the interfaces between and the interaction of the Services and the

services being provided by such other third-party service providers. PPECB may

participate in such meetings at its election;

31.3.8 working jointly and in good faith with such other third party service providers as

reasonably required to allocate responsibilities where the Services and the services

provided by other third party service providers overlap, amongst the Supplier and the

third party service providers to avoid unjustified avoidance of responsibility in

connection (i) with any failure by Supplier and the third party service providers to

provide PPECB with end-to-end services; (ii) any disputes or problems in relation to

the Services;

31.3.9 adhere to all relevant inter-supplier governance structures, requirements and

responsibilities as may be stipulated by PPECB;

31.3.10 where required PPECB, commit to relevant inter-supplier co-operation standards;

31.3.11 adopting a ''fix first settle later'' methodology whereby Supplier and all third-party

service providers work to immediately resolve service related issues that may involve

or relate to the Services they are providing to PPECB, including attempting to resolve

disputes directly with such other third-party service providers before escalating the

dispute to PPECB. On escalation of a dispute to PPECB, PPECB's resolution will be

binding on Supplier and the third party, subject to the dispute resolution processes

under the Agreement; and

31.3.12 to the extent that any Service Failure investigation and resolution interfaces with other

third-party service providers, Supplier shall at all times co-operate with and participate

with other third-party service providers and PPECB, including in respect of any joint

root cause analysis exercises which PPECB may require and, where necessary,

collaborative problem resolution efforts.

31.4 The coordination and cooperation referred to in this clause shall be provided by the

Supplier as part of the Services and at no additional charge to PPECB unless specifically

otherwise agreed in writing.

32 INTELLECTUAL PROPERTY RIGHTS

32.1 In this clause 29 –

32.1.1 "Supplier Background IPR" means all Intellectual Property Rights owned by or

licensed to the Supplier or any of its Affiliates, or developed by or on behalf of the

Supplier, in either case independently of this Agreement.

32.1.2 "Foreground IPR" means all Intellectual Property Rights which subsist in the

Deliverables or which result from or otherwise come into existence as a result of the

supply of the Services, but excluding any Supplier Background IPR;

32.1.3 "IPR Claim" means any claim or allegation that PPECB or any of its Affiliates infringes

a third party's Intellectual Property Rights that arises out of, or in connection with, the

Services (including their receipt, use, supply or offer of supply); and

32.1.4 "PPECB Background IPR" means all Intellectual Property Rights owned by or

licensed to PPECB or any of its Affiliates, or developed by or on behalf of PPECB or

any of its Affiliates, in either case independently of this Agreement which shall for the

avoidance of doubt include:

32.1.4.1 all PPECB Confidential Information, (to the extent containing intellectual property

of PPECB) as well as PPECB's product quality, food safety, orchard inspection,

export certification and cold chain standardized applications and methodologies;

32.1.4.2 the materials used within the Learning and Development Division to ensure the

uniform interpretation and application of the standards and requirements as per the

Agricultural Product Standards Act 119 of 1990 and its regulations, the Perishable

Products Export Control Act 9 of 1983 and its regulations and the Perishable

Products Export Control Bill;

32.1.4.3 standardized product quality and cold chain material knowledge, food safety

market access training material;

32.1.4.4 the proprietary PPECB software known as Titan 2.0 and any updates, patches,

fixes, upgrades or later versions thereof; and

32.1.4.5 all rights and forms of protection of a similar nature or having equivalent effect to

any of them which may subsist or be capable of protection as at the

Commencement Date or thereafter wheresoever in the world.

32.2 All Foreground IPR shall immediately vest in and shall be owned by PPECB.

32.3 The Supplier hereby assigns to PPECB (or its nominee) with full title guarantee any

Foreground IPR that do not automatically vest in PPECB under clause 32.2, together with

the right to sue for and recover damages or other relief in respect of any infringement of

Foreground IPR.

32.4 The Supplier hereby grants to PPECB, its Affiliates and their respective contractors,

agents and third-party service providers an exclusive, irrevocable, royalty-free, world-wide

and perpetual licence to use, sub-license, assign, modify, develop, enhance and

otherwise exploit in any manner any Foreground IPR that by operation of law cannot be

assigned to PPECB under clause 32.2.

32.5 All PPECB Background IPR shall remain vested in and owned by PPECB or its licensors

(as applicable).

32.6 PPECB hereby grants to the Supplier a non-exclusive, royalty-free, non-transferable,

limited licence to use any Foreground IPR and PPECB Background IPR solely for the

purpose of enabling the Supplier to create the Deliverables or supply the Services in

accordance with the terms of this Agreement.

32.7 All Supplier Background IPR shall remain vested in and owned by the Supplier.

32.8 The Supplier hereby grants to PPECB, its Affiliates and their respective contractors,

agents and third party service providers a non-exclusive, irrevocable, royalty-free, world-

wide, perpetual and assignable licence to use, modify, develop, enhance and sub-license

any Supplier Background IPR which subsist in the Deliverables or are necessary or

desirable to enable PPECB, its Affiliates and their respective contractors, agents and third

party service providers to receive the Services, use the Deliverables and to exploit fully

the Foreground IPR (whether during the Contract Term or after its expiry or termination

for any reason).

32.9 The Supplier represents, warrants and undertakes that –

32.9.1 the receipt and use of the Services (including the Deliverables) by PPECB and its

Affiliates shall not infringe the Intellectual Property Rights of any third party;

32.9.2 it is the sole legal and beneficial owner of any rights assigned pursuant to this clause

29; and

32.9.3 it has obtained a waiver of any moral or similar rights in the Deliverables to which any

individual is now or may be in the future entitled.

32.10 The Supplier shall promptly notify PPECB of any claim or allegation that the Supplier

infringes a third party's Intellectual Property Rights that arises out of, or in connection

with, the Services (including their receipt, use, supply or offer of supply) and shall –

32.10.1 indemnify PPECB and its Affiliates against any Liabilities suffered or incurred by or

awarded against PPECB and/or its Affiliates arising out of or in connection with any

IPR Claim or that are incurred by PPECB in complying with its duties under clause

32.11; and

32.10.2 conduct or (at its option) settle any IPR Claim (at no cost to PPECB).

32.11 In relation to any IPR Claim which comes to its attention PPECB shall –

32.11.1 promptly notify the Supplier of the IPR Claim;

32.11.2 procure any authorisation reasonably required for the Supplier to conduct or settle the

IPR Claim;

32.11.3 provide the Supplier (at the Supplier's cost) with all reasonable assistance to conduct

or settle the IPR Claim; and

32.11.4 not admit, compromise or settle any part of the IPR Claim without first getting the

Supplier's written agreement.

32.12 In respect of any Service (including any Deliverable) that is the subject of an IPR Claim

the Supplier shall (at no cost to PPECB) either –

32.12.1 procure the right for PPECB and its Affiliates to continue to use that Service in

accordance with this Agreement; or

32.12.2 modify or replace the Service so that it no longer infringes any third party's Intellectual

Property Rights provided that in doing so the scope, functionality and performance of

the Service are not adversely affected.

32.13 The terms of this Agreement shall apply to any modifications or replacements under

clause 32.12.

32.14 PPECB may terminate this Agreement immediately on notice if PPECB or any of its

Affiliates is prevented from receiving or using any Service in whole or part by an

injunction, court order or settlement granted or agreed in respect of an IPR Claim.

33 CONFIDENTIALITY

33.1 In this Agreement –

33.1.1 subject to clause 33.1.2, "Confidential Information" means –

33.1.1.1 all information relating to or connected with this Agreement or relating to a Party or

its Affiliates (the "Disclosing Party") or its or their activities, in each case which is

from time to time, or has been (whether before or after the Commencement Date)

received or obtained by, or made available to, the other Party or any of its Related

Persons (the "Recipient Party") (whether in writing, in disk or electronic form or

any other form or medium in which such information may be recorded or kept,

orally, pursuant to visits to premises or which can be obtained by examination,

testing, visual inspection or analysis of any hardware or other item or component

part) including information of whatever nature concerning the business, operations,

management, finances, assets, liabilities, dealings, transactions, Suppliers,

Suppliers, goods, products, price lists, employees, agents, plans, research

activities, proposals, strategies, computer software and systems or other affairs of

a Party or its Affiliates;

33.1.1.2 Know-How and Personal Information of a Party or its Affiliates;

33.1.1.3 analyses, compilations, studies and other material prepared by the Recipient Party

which contain, reflect or are otherwise generated from the information described in

clauses 33.1.1.1 or 33.1.1.1; and

33.1.1.4 any information which is expressly indicated to be confidential, is imparted to the

Recipient Party in circumstances importing an obligation of confidence or which

could reasonably be regarded as confidential; and

33.1.2 "Related Persons" means a Party's Affiliates, employees, officers, shareholders,

representatives, agents, consultants, contractors, Suppliers and advisers.

33.1.3 Confidential Information does not include information which –

33.1.3.1 is or becomes publicly available (other than as a direct or indirect result of any

breach of this Agreement) and could be obtained by any person with no more than

reasonable diligence (provided that the fact that an item of information is publicly

available shall not preclude the possibility that a compilation including the item or a

development relating to the item, is not publicly available);

33.1.3.2 is known to the Recipient Party before the date it is disclosed by the Disclosing

Party or its Related Persons (as evidenced by the Recipient Party's written

records) or is lawfully obtained by the Recipient Party after that date (other than

from a source which is connected with the Disclosing Party or any of its Related

Persons) and which, in either case, has not been obtained in violation of, and is not

otherwise subject to, any obligation of confidentiality to the Disclosing Party or any

of its Related Persons;

33.1.3.3 the Recipient Party can prove, to the reasonable satisfaction of the Disclosing

Party, has been developed independently by the Recipient Party or its Related

Persons without the aid, application or use in any way of any Confidential

Information made available or disclosed by the Disclosing Party or any of its

Related Persons; or

33.1.3.4 otherwise would be Confidential Information of the Supplier or its Affiliates but is

required to be disclosed by PPECB or any of its Affiliates to derive the full benefit of

the Services.

33.2 During the Contract Term and thereafter each Party shall, in relation to the Confidential

Information of the Disclosing Party and save as expressly permitted by this clause 33 –

33.2.1 keep the Confidential Information confidential and not make or release copies of it

(save that copies may be made where reasonably necessary to perform properly its

obligations or exercise its rights under this Agreement);

33.2.2 not disclose by any means and whether directly or indirectly the Confidential

Information to any other person other than with the prior written consent of the other

Party;

33.2.3 not use the Confidential Information for any purpose except the performance of its

obligations or the exercise its rights under this Agreement; and

33.2.4 not use any Confidential Information so as to procure any commercial advantage over

the Disclosing Party.

33.3 During the Contract Term a Party may disclose to its Related Persons the Confidential

Information of the Disclosing Party but only to the extent reasonably necessary to perform

properly its obligations, exercise its rights or receive the benefit of the Services under this

Agreement and provided that –

33.3.1 before disclosure of any of the Confidential Information to any of the Related Persons

it shall ensure that the Related Person is aware of the confidential nature of the

Confidential Information (and of its obligations under Applicable Law in relation to

Personal Information) and undertakes to observe obligations substantially equivalent

to the obligations in this clause 33; and

33.3.2 it shall be responsible for any failure by any of the Related Persons to observe the

obligations in this clause 33 as though it were a breach of this clause 33 committed by

it.

33.4 A Party may disclose Confidential Information to the extent it is required by –

33.4.1 all laws, regulations, directives, statutes, subordinate legislation, common law and civil

codes of any jurisdiction, all judgments, orders, notices, instructions, decisions and

awards of any court or competent authority or tribunal and all codes of practice having

force of law; or

33.4.2 regulations of any recognised investment, stock or securities exchange on which that

Party's securities are traded or other regulatory organisation,

33.4.3 provided that, to the extent legally permitted, it gives the other Party as much notice of

such disclosure as reasonably possible including the full circumstances and the

information required to be disclosed and consults with the other as to possible steps to

avoid or limit disclosure, the form, nature and purpose of the disclosure and takes

such of those steps as the other may reasonably require.

33.5 Each Party (for itself and on behalf of its Related Persons) acknowledges and agrees that

if the Confidential Information of the Disclosing Party is used or disclosed other than in

accordance with the provisions of this Agreement, damages alone would not be an

adequate remedy and the Disclosing Party shall, without proof of special damage, be

entitled to an injunction or other equitable relief (where applicable) for any threatened or

actual breach of the provisions of this clause 33 in addition, and without prejudice, to any

damages or other remedy to which it may be entitled.

33.6 On the expiry or termination of this Agreement, each Party shall return to the other its

Confidential Information in accordance with clause 39.3.1.

33.7 Each Party reserves all rights in its Confidential Information. No rights or obligations in

respect of a Party's Confidential Information are granted to the other Party or to be

implied from this Agreement.

33.8 Except as expressly stated in this Agreement, neither Party makes any express or implied

warranty or representation concerning its Confidential Information including as to

accuracy, completeness or otherwise whatsoever.

33.9 The provisions of this clause 33 shall continue to apply for a period of 5 years after the

expiry or earlier termination of this Agreement.

34 ANNOUNCEMENTS

34.1 Each Party agrees that it will not make or issue any announcement relating to the

existence or subject matter of this Agreement or to the fact that PPECB is a customer of

the Supplier or use the other's logo (and will procure that none of its Affiliates will do so)

without the prior written approval of the other Party provided that these restrictions shall

not apply to any announcement to the extent that such announcement is required by any

law, applicable securities exchange, supervisory, regulatory or governmental body.

34.2 The Party making any such announcement shall consult with the other Party in advance

as to the form, content and timing of the announcement giving as much notice as is

practicable or permissible of its intention to make such an announcement.

35 DATA PROTECTION

35.1 In this clause 35 –

35.1.1 "PPECB Data Protection Policies" means the Applicable PPECB Policies which

relate to data security or usage;

35.1.2 "Data Subject", "Personal Information" and "Processing" shall bear the respective

meanings given to them in the Protection of Personal Information Act 4 of 2013 (and

"Process" and "Processes" shall be construed accordingly); and

35.1.3 "Data Protection Law" means the Protection of Personal Information Act, 4 of 2013,

Electronic Communication and Transaction Act, 25 of 2002 and Promotion of Access

to Information Act, 2 of 2000 and all Applicable Law in any jurisdiction relating to the

processing or protection of personal information and privacy, including where

applicable the guidance and codes of practice issued by the Information Regulator or

relevant supervisory authority from time to time.

35.2 If and to the extent that the Supplier or any Supplier Personnel processes any PPECB

Data, it shall –

35.2.1 only process any PPECB Data for the purposes of supplying the Services (and for no

other purpose whatsoever) and at all times in accordance with Good Industry Practice,

PPECB's documented instructions from time to time and, in relation to the Processing

of PPECB Personal Information, the PPECB Data Protection Policies and all

applicable Data Protection Laws;

35.2.2 not disclose nor make available PPECB Data to any third party without PPECB's prior

written consent;

35.2.3 provide to PPECB at any time on request a detailed written description of the technical

and organisational measures in place to protect PPECB Data;

35.2.4 not transfer, or otherwise directly or indirectly disclose or make available, any PPECB

Data to countries outside the Republic of South Africa without the prior written consent

of PPECB which may be refused or granted subject to such conditions as PPECB (in

its sole discretion) deems necessary. Any consent provided by PPECB pursuant to

this clause 35.2.3 shall be limited to those specific location(s) outside the Republic of

South Africa notified to PPECB in writing by the Supplier at the time consent is

requested;

35.2.5 immediately notify PPECB in writing (with full details) of any notices received by it

relating to the Processing of any PPECB Personal Information, including any requests,

complaints or correspondence and provide such information, co-operation and

assistance as PPECB may require in relation to such notices (at no cost to PPECB)

including in connection with any approval of any supervisory authority to any

Processing of Personal Information, or any request, action, notice or investigation by

such supervisory authority. For the avoidance of doubt, in no event shall the Supplier

or any of the Supplier Personnel respond directly to any such notices without PPECB's

prior written consent unless and to the extent required by law. The Supplier shall

provide and implement technical and organisational measures to help PPECB fulfil its

obligations in relation to such notices from or on behalf of Data Subjects in connection

with the rights conferred on them by Data Protection Law;

35.2.6 immediately notify PPECB in writing (with full details) if any PPECB Data, whether

potentially or actually, has been disclosed in breach of this clause 35 or clauses 33 or

36, or if it is lost, becomes corrupted, is damaged or is deleted in error;

35.2.7 on request at any time and on the expiry or termination of this Agreement, it shall (at

no cost to PPECB) at PPECB's option either return to PPECB all PPECB Data and

copies of it in such format as PPECB may require or securely dispose of the PPECB

Data;

35.2.8 at PPECB's option (and at no cost to PPECB), delete or return to PPECB following the

completion, termination or expiry of any Services individually specified in Annexure A,

all PPECB Personal Information within the Supplier's possession or control relating to

the provision of the completed, terminated or expired Services and shall be entitled to

retain any of those data to the extent required to comply with Applicable Law (and on

condition that such retention complies with Data Protection Law and the Supplier

provides PPECB with written notice containing full written details of such retention, to

the extent such notice is permitted by Applicable Law);

35.2.9 comply fully with all Data Protection Law and shall not, by its act or omission, cause

PPECB or its Affiliates to breach Data Protection Law. The Supplier shall immediately

inform PPECB in writing if, in the Supplier's opinion, any instruction provided by

PPECB in relation to the Processing of PPECB Personal Information will breach any

Data Protection Law; and

35.2.10 make available to PPECB all information necessary to demonstrate compliance with

the obligations set out in clauses 35 and 36 and allow for and contribute to audits

conducted by PPECB or another auditor mandated by PPECB (or by a third party on

behalf of PPECB or such auditor).

35.3 The Supplier shall –

35.3.1 not permit any processing of PPECB Data by any agent or subcontractor or other third

party ("Sub-Processor") without the prior written authorisation of PPECB and only

then subject to the condition that the Supplier remains fully liable for the acts and

omissions of all Sub-Processors (and the Supplier will be deemed to be in breach of

this clause 35 if PPECB suffers or incurs any Liabilities arising from such acts or

omissions) and such other conditions as PPECB may require and provided that any

Sub-Processor agrees in writing with the Supplier to comply with obligations the same

as those imposed on the Supplier in this clause 35 and clause 36;

35.3.2 ensure that access to PPECB Personal Information and PPECB's systems (where

permitted by PPECB) is limited to those of the Supplier Personnel or authorised Sub-

Processors who need access to them to supply the Services and only in accordance

with the terms and conditions of this Agreement;

35.3.3 ensure that all Supplier Personnel and authorised Sub-Processors are informed of the

confidential nature of PPECB Personal Information; and

35.3.4 ensure that all Supplier Personnel and authorised Sub-Processors are assessed by

the Supplier to ensure their reliability;

35.3.5 provide assistance required by PPECB in relation to PPECB's and its Affiliates'

obligations under Data Protection Law in relation to the implementation and

maintenance of security measures to protect PPECB Personal Information and the

privacy of Data Subjects, the performance and production of data protection risk

assessments and the notification of security breaches relating to PPECB Personal

Information to supervisory authorities and/or Data Subjects and any consultations

conducted with each of them; and

35.3.6 keep detailed, accurate and up-to-date records relating to its processing of all PPECB

Data and the measures taken under clause 35.2 and this clause 35.3.

35.4 PPECB confirms that it will comply with its obligations placed on it under applicable Data

Protection Law that are relevant to the PPECB Personal Information Processed under

this Agreement.

35.5 If the Supplier breaches or potentially breaches its obligations set out in this clause 35 or

there occurs any threat to the security of the PPECB Data, the Supplier shall –

35.5.1 take immediate steps to remedy the breach or prevent the potential breach or remove

the threat;

35.5.2 promptly take measures to ensure there is no repetition of the incident in the future;

35.5.3 promptly provide PPECB with full details in writing of the steps and measures taken;

and

35.5.4 comply (at no cost to PPECB) with all requests made by PPECB in respect of the

breach or threat.

35.6 The Supplier shall segregate PPECB Data in accordance with the principles of corporate

separateness.

35.7 The Supplier shall (at no cost to PPECB) restore or recreate (in a timely manner and in

accordance with Good Industry Practice) all PPECB Data which is lost, deleted or

corrupted by the Supplier or any of the Supplier Personnel in breach of this clause 35.

35.8 The Supplier shall indemnify PPECB against all Liabilities arising out of or in connection

with any breach by the Supplier of this clause 35 including all amounts paid or payable by

PPECB or any Related Persons to a third party which would not have been paid or

payable if the Supplier's breach of this clause 35 had not occurred.

36 DATA SECURITY

36.1 The Supplier shall notify PPECB immediately if it suspects or becomes aware of any

actual, threatened or potential breach of security of PPECB Data and shall ensure all

such notices include full and complete details relating to such breach, in particular –

36.1.1 the nature and facts of such breach including the categories and number of PPECB

Data records and, if applicable, Data Subjects concerned;

36.1.2 the contact details of the data protection officer or other representative duly appointed

by the Supplier from whom PPECB can obtain further information relating to such

breach;

36.1.3 the likely consequences or potential consequences of such breach; and

36.1.4 the measures taken or proposed to be taken by the Supplier and/or any Supplier

Personnel to address such breach and to mitigate any possible adverse effects and

the implementation dates for such measures.

36.2 The Supplier shall –

36.2.1 on PPECB's request at any time (at no cost to PPECB) give PPECB a copy of all or

part of the PPECB Data then in the Supplier's possession, custody or control, which is

in electronic form, in such format as PPECB may require;

36.2.2 ensure that if any PPECB Data is disposed of, such disposal takes place in a secure

manner such that the PPECB Data is not recoverable;

36.2.3 preserve so far as possible the security of PPECB Data and prevent any loss,

destruction, disclosure, theft, manipulation or interception of PPECB Data; and

36.2.4 ensure that its anti-malware controls are deployed and maintained in accordance with

Good Industry Practice and the Supplier's IT policies, check for and delete any

malicious materials from its systems and not intentionally or negligently transfer any

malicious materials onto any PPECB systems or onto any media containing PPECB

Data.

36.3 The Supplier shall at all times comply with ISO/IEC27001 or otherwise comply with Good

Industry Practice relating to data protection, and implementation and maintenance of

back-up systems and the Business Continuity Plan. The Supplier shall have in place

appropriate technical and organisational measures to ensure a level of security

appropriate to the risk, including as appropriate –

36.3.1 the pseudonymisation and encryption of PPECB Data;

36.3.2 the availability to ensure the ongoing confidentiality, integrity, availability and resilience

of processing systems and services;

36.3.3 the ability to restore the availability and access to PPECB Data in a timely manner in

the event of a physical or technical incident; and

36.3.4 a process for regularly testing, assessing and evaluating the effectiveness of technical

and organisational measures for ensuring the security of the processing of PPECB

Data.

36.4 The Supplier shall at all times ensure that its IT systems are fit for the purpose of securing

PPECB Data in accordance with Good Industry Practice and this Agreement and are

regularly maintained, tested, assessed, evaluated and, if necessary, upgraded to ensure

this and to ensure the effectiveness of technical and organisational measures for

ensuring security of all processing of PPECB Data.

36.5 Where the Supplier, as part of the Services provides PPECB with access to any IT

system or stores any PPECB Data on its own systems or any systems of any Affiliate or

contractor, the Supplier shall, at its own cost, undertake annual application and

infrastructure level penetration testing and provide PPECB with details of the results of

such tests. Such tests shall, at PPECB's sole discretion, either be carried out by PPECB

(where the Supplier shall reimburse PPECB for all its reasonable costs incurred) or by an

independent third party provider of penetration services approved in writing by PPECB

(the costs of which shall be borne directly by the Supplier). Remedial actions identified by

penetration testing shall be undertaken by the Supplier at the Supplier's cost.

36.6 The Supplier shall indemnify PPECB against all Liabilities arising out of or in connection

with any breach by the Supplier of this clause 36 including all amounts paid or payable by

PPECB or any Related Persons to a third party which would not have been paid or

payable if the Supplier's breach of this clause 36 had not occurred.

37 STEP IN RIGHTS

37.1 PPECB may, upon the occurrence of any event which PPECB considers to be an event

which may materially affect the continuity of the Services, elect to temporarily take over

the Services (or part thereof) until such time as PPECB is able to make permanent

alternate arrangements for the provision of the Services or the provisions of clause 37.6

apply.

37.2 Where PPECB elects to take over the Services in accordance with clause 37.1, the

Supplier shall, upon the request of PPECB, fully co-operate with and assist PPECB

and/or the third party/third parties designated by PPECB in the performance of the

Services during any such temporary take-over of the Services by PPECB.

37.3 In exercising its rights of step-in, PPECB may take such steps to ensure performance of

the Services or any element of the Services to the standards required by this Agreement,

including through the appointment of third parties to either assume the performance of the

relevant Services or work with the Supplier in performing all or any part of the Services.

37.4 Where PPECB considers it to be necessary or expedient to do so, the steps which

PPECB may take pursuant to this clause 37 shall include the partial or total suspension of

the right and obligation of the Supplier to provide all or any part of the Services until such

time as the Supplier is able to demonstrate to the satisfaction of PPECB that it can

perform its obligations in respect of the relevant Services to the required standard and in

accordance with the relevant Service Levels.

37.5 While the Supplier's rights and obligations to provide all or any part of the Services are

suspended as a result of the circumstances referred to in clause 37.4, PPECB shall not

be obliged to pay the relevant Charges in respect of the suspended elements of the

Services.

37.6 Where PPECB elects to cease its exercise of the step-in rights and does not wish to

terminate the Agreement, PPECB shall deliver a written notice to the Supplier requesting

the Supplier to step back into the provision of the Services as from the date stipulated in

such written notice. The Supplier shall devote sufficient resources to ensure that delivery

of the affected Services is restored to the Service Levels.]

38 TERMINATION

38.1 PPECB may terminate this Agreement with immediate effect on giving notice to the

Supplier if the Supplier –

38.1.1 commits a material breach of this Agreement which is incapable of remedy;

38.1.2 commits a material breach of this Agreement which is capable of remedy but fails to

remedy that breach within 15 (fifteen) days of being notified of the breach;

38.1.3 is in breach of any of clauses 5.2, 29, 33, 35, 36, 44, 45, 45;

38.1.4 commits an act which (if the Party was a natural person) would be an act of insolvency

in terms of the Insolvency Act, No. 24 of 1936;

38.1.5 applies for deregistration or is deregistered in terms of sections 81 to 83 of the

Companies Act, No. 71 of 2008 or section 26 of the Close Corporations Act 69 of

1984;

38.1.6 passes any resolution for its voluntary winding-up or authorising the commencement

of business rescue proceedings in terms of Chapter 6 of the Companies Act, 2008, or

becomes subject to any such business rescue proceedings in terms of section 131 of

the Companies Act, 2008.

38.1.7 has a liquidator (both provisional and following a winding up), business rescue

practitioner, judicial manager administrative receiver, administrator, nominee,

supervisor or other similar officer appointed in respect of itself or any of its assets

under the law of any jurisdiction or notice is given of the intention to make any such

appointment;

38.1.8 in the reasonable opinion of PPECB is unable to pay its debts as they fall due or, in

the reasonable opinion of PPECB, the aggregate value of all its assets is less than

that of all its liabilities (including its contingent and prospective liabilities);

38.1.9 suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a

material part of its business; or

38.1.10 undergoes any change in Control;

38.1.11 where the Supplier consistently breaches this Agreement in a manner which reflects

failure, whether through unwillingness, inability or otherwise, to diligently, properly and

timeously perform its duties in terms of this Agreement (including, without limitation, a

consistent failure to achieve the required Service Levels;

38.2 PPECB may also terminate this Agreement –

38.2.1 under clause 23.5 (Force Majeure);

38.2.2 under clause 25.5 (Benchmarking);

38.2.3 under clause 32.13 (Intellectual Property Rights);

38.2.4 under clause 45.7 (BBBEE);

38.2.5 under clause 46.4 (Anti-Corruption);

38.2.6 for convenience at any time on giving the Supplier 60 (sixty) days' written notice.

38.2.7 If PPECB becomes entitled to terminate this Agreement for any breach and the breach

relates to a specific Service or group of Services PPECB may terminate in relation to

the affected Service(s) concerned leaving this Agreement in force in respect of all

other Services.

38.3 If payment of two or more Valid Invoices is outstanding from PPECB for more than 30

Business Days from the due date for payment and is not disputed or withheld pursuant to

clause 26.2 or 26.9, the Supplier shall notify PPECB accordingly and may refer the matter

to the DRP for resolution. If the matter is not resolved to the Parties' satisfaction following

a period of 30 Business Days from the date of reference to the DRP and PPECB has not

paid such outstanding sums, the Supplier may terminate this Agreement on giving 60

days' notice to PPECB (unless in that 60 day period the sums concerned are paid by

PPECB). The Supplier acknowledges and agrees that this clause 38.3 sets out the only

grounds for termination of this Agreement by the Supplier for any failure or delay in

payment of the Charges.

38.4 The Supplier shall not exercise, or purport to exercise, any right to terminate this

Agreement (or accept any repudiation of this Agreement) except as expressly set out in

this Agreement.

39 CONSEQUENCES OF EXPIRY OR TERMINATION

39.1 The expiry or termination of this Agreement shall not affect the accrued rights, remedies,

obligations or liabilities of the Parties under it, existing at expiry or termination.

39.2 The provisions of clauses 2, 13, 16.5, 16.6, 19, 23.6, 28, 29, 33, 34, 35, 36, 39, 42, 43,

44.2, 47, 48.2, 49, 50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61 and any other provision of

this Agreement which expressly or by implication is intended to come into or continue in

force on or after the expiry or termination of this Agreement, shall remain in full force and

effect after this Agreement expires or terminates.

39.3 On the expiry or termination of this Agreement –

39.3.1 each Party shall return to the other all documents and other materials containing the

other's Confidential Information and shall (to the extent technically possible) erase all

the other's Confidential Information from its computer and other software or media

storage systems, provided that a Party may retain materials containing the other

Party's Confidential Information to the extent required by any Applicable Law or where

retention is required to back-up data or IT systems in accordance with Good Industry

Practice or where such materials are required to be retained under either Party's

company records retention policies or otherwise as permitted by this Agreement. Each

Party shall if requested by the other Party certify to it that it has not retained any

copies of any such documents or materials containing the other's Confidential

Information, except to the extent permitted by this clause 39.3.1. Each Party shall

continue to be bound by clause 33 in relation to any Confidential Information it has

retained pursuant to this clause 39.3.1;

39.3.2 the Supplier shall –

39.3.2.1 immediately refund to PPECB any amount which it may have been paid in advance

in respect of Services that have not been supplied;

39.3.2.2 immediately deliver to PPECB (or, at PPECB's written request destroy, in the

manner specified by PPECB) all Deliverables, whether or not then complete. All

Intellectual Property Rights in such materials shall automatically pass to PPECB (to

the extent that they have not already under clause 29);

39.3.2.3 immediately comply with clause 36 in relation to the return or destruction of all

PPECB Data; and

39.3.2.4 assist PPECB and any Replacement Provider to the extent reasonably required by

PPECB to facilitate the smooth migration of the Services to PPECB or a

Replacement Provider as directed by PPECB and in accordance with clause 40.

39.3.3 The Supplier waives irrevocably any and all liens and/or rights of retention it may

have, or acquire, over any property, data or documents owned or used by PPECB or

its Affiliates or created or collected during the course of rendering the Services.

39.4 If termination of this Agreement is by PPECB under clause 38.3, the Supplier may charge

a reasonable sum to cover the cost of providing co-operation and assistance under

clause 39.3.2.3, provided the sum is approved by PPECB in advance. In all other cases,

the Supplier may not charge PPECB for the Supplier carrying out its duties under clause

39.3.

39.5 If the Supplier fails to fulfil its obligations under clauses 39.3.1 or 39.3.2 to return items to

PPECB or destroy them, then PPECB may enter the Supplier's premises and take

possession of the items concerned. Until the items have been returned or repossessed

the Supplier shall be solely responsible for their safe keeping.

39.6 Other than as referred to in this clause 39, neither Party shall have any further obligation

to the other under this Agreement on or after its expiry or termination and in particular

PPECB shall have no liability to make any payment to the Supplier or acquire any assets

or assume any duties of the Supplier as a consequence of this Agreement's expiry or

termination.

40 EXIT MANAGEMENT

For purposes of this clause 40, the following terms shall have the meanings assigned to

them hereunder —

40.1 "Exit Management Plan" means the exit management plan agreed to between the

Parties in terms of which Supplier shall provide PPECB (and/or Replacement Supplier, as

the case may be) with –

40.1.1 such reasonable assistance as PPECB shall require in order to take over the Services

(with effect from the Exit Date) and/or to transfer the Services to the Replacement

Supplier, as the case may be;

40.1.2 all information, in relation to the Services performed by Supplier, under and in terms of

this Agreement;

40.1.3 allowing PPECB reasonable access to any employee/s of Supplier who are employed

by Supplier in respect of the delivery of the Services to PPECB;

40.1.4 handing over all relevant information to PPECB and/or the Replacement Supplier, as

the case may be;

40.1.5 providing PPECB an opportunity to consult with the key staff of Supplier engaged in

the performance of the Services;

40.1.6 providing PPECB with training and support services in regard to the handover of the

Services to PPECB and/or to the Replacement Supplier, as the case may be; and

40.1.7 providing PPECB with all such information as PPECB may require to in-source the

Services and/or to transfer the Services to the Replacement Supplier, as the case may

be, including details relating to the then current Service Levels and the resources

employed by Supplier to maintain the then current Service Levels as well as all

information relating to the employees employed by Supplier to perform the Services

(which may include their remuneration structure and contracts of employment);

40.2 "Exit Management Process" means the performance by the Supplier, of the following —

40.2.1 providing such reasonable assistance as PPECB (and/or the Replacement Provider),

may require in order to take over the performance of the Services under and in terms

of this Agreement;

40.2.2 handing over the Information to PPECB and/or the Replacement Provider (as the case

may be); and

40.2.3 providing training and support services to PPECB, in relation to the performance of the

Services under and in terms of this Agreement;

40.3 "Exit Management Period" means [●];

40.4 "Exit Manager" means a senior member of the staff of the Supplier, appointed to assist

PPECB in implementing the Exit Management Process;

40.5 "Information" means all information within the possession of the Supplier, relating to the

performance of the Services under and in terms of this Agreement, but excluding

information which is proprietary to the Supplier and/or information, which the Supplier

does not have the right to disclose to PPECB, provided that such information does not

pertain to this Agreement.

40.6 Within six months of the Commencement Date of this Agreement, the Supplier shall

prepare and submit a draft Exit Management Plan for PPECBs approval.

40.7 Upon the termination of this Agreement for any reason whatsoever, the agreed Exit

Management Plan shall come into operation.

40.8 The Parties hereby agree that —

40.8.1 the Exit Management Process will endure for the Exit Management Period;

40.8.2 the Supplier shall appoint the Exit Manager and furnish PPECB with the details of the

Exit Manager;

40.8.3 the Exit Management Process will be reviewed from time to time and updated in

writing by agreement between the Parties (if necessary);

40.8.4 they will use their commercially reasonable endeavours to ensure that the Exit

Management Process is implemented as contemplated in this clause 40; and

40.8.5 PPECB shall pay the Supplier the actual costs reasonably incurred by the Supplier in

relation to the implementation of the Exit Management Process.]

41 WARRANTIES

41.1 Each Party represents, warrants and undertakes to the other that –

41.1.1 it has full capacity and authority to enter into and to perform this Agreement;

41.1.2 this Agreement is executed by a duly authorised representative of that Party;

41.1.3 there are no actions, suits or proceedings or regulatory investigations pending or, to

that Party's knowledge, threatened against or affecting that Party before any court or

administrative body or arbitration tribunal that might affect the ability of that Party to

meet and carry out its obligations under this Agreement; and

41.1.4 once duly executed, this Agreement will constitute its legal, valid and binding

obligations.

41.2 The Supplier warrants that -

41.2.1 it shall for the duration of this Agreement use adequate numbers of qualified Staff with

suitable training, education, experience and skill to perform the Services and provide

the Services with promptness and diligence and in a workmanlike manner and in

accordance with the practices and high professional standards used in well-managed

operations performing services similar to the Services.

41.2.2 the Intellectual Property provided by the Supplier will not infringe or misappropriate

any Intellectual Property Right, Confidential Information, trade secret or other

proprietary right of any third party or of PPECB;

41.2.3 it: (i) has all the necessary licences, certificates, authorisations and consents required

under the laws of the Republic of South Africa or under any other applicable

jurisdiction for the provision of the Deliverables and/or Services; and (ii) shall comply

with all legal requirements and with the terms and conditions of all licences,

certificates, authorisations and consents required for the provision of the Deliverables

and/or Services;

41.2.4 it shall at all times: (i) ensure that Deliverables shall comply with the functional and

technical specifications in terms of which they are supplied, procured or leased; and

(ii) ensure that each Deliverable developed or delivered by the Supplier pursuant to an

Annexure will be free from deficiencies and will comply in all respects with the

technical and functional specifications therefor as agreed by the Parties;

41.2.5 it is and will remain for the duration of this Agreement, compliant with all Applicable

Laws. The Supplier shall promptly identify and notify PPECB of any relevant changes

in law, legislative enactments and/or regulatory requirements and rulings or codes of

any competent authority or industry body that may relate to or have an impact on the

Supplier's provision of the Services and/or Deliverables;

41.2.6 it has in place and will maintain in place all the necessary licenses, certificates,

authorisations, permits, type approvals and consents that are required in terms of any

other Applicable Laws to provide the Services;

41.3 it shall provide the Services in a workmanlike manner, with due care, in accordance with

the Service Levels (or other agreed performance standards), in accordance with Good

Industry Practice and in compliance with all Applicable Laws;

41.4 it scoped the definition of the Services correctly and the definition of the "Services" is full

and/or complete and/or a complete definition and/or the complete definition in order for

the Supplier to meet all of the obligations of as contemplated in this Agreement; and

41.5 any items which the Supplier uses or supplies in conjunction with the Services are of

merchantable quality, comply with the standards set out in the Agreement and are fit for

their usual purpose and any purpose described in this Agreement.

42 FURTHER INDEMNITIES

42.1 The Supplier shall indemnify PPECB from and against all Liabilities arising as a result of

or in connection with –

42.1.1 any claim made against PPECB by any third party including PPECB's employees,

agents, subcontractors or suppliers to the extent that such claim arises out of the

breach, negligent performance or failure or delay in performance of this Agreement by

(or the presence on PPECB's Premises of) the Supplier or any Supplier Personnel;

42.1.2 the wilful misconduct of any of the Supplier Personnel or the wilful abandonment of

this Agreement by the Supplier, which shall include any termination by the Supplier of

this Agreement other than pursuant to clause 38.3, or any refusal to supply, or

suspension of, Services where such refusal or suspension is not expressly permitted

by the terms of this Agreement; and

42.1.3 any fine, sanction or penalty imposed upon PPECB under Applicable Laws as a

consequence of a breach by the Supplier of its duties under this Agreement.

42.2 In the event that any insurance cover that the Supplier has is inadequate or any liability,

loss or damage for which the Supplier is responsible and liable in terms of this Agreement

is not covered by the said insurance covers, the Supplier shall indemnify PPECB from

and against any such omission, inadequacy, liability, loss or damage.

43 LIABILITY

43.1 PPECB and the Supplier shall be liable to each other for any claims, loss, costs, injury, or

damages suffered by the other Party as a result of a breach by the defaulting party of its

responsibilities and obligations in terms of this Agreement or arising in any other way

from the negligence or wilful acts of a Party or its employees or contractors respectively.

43.2 Nothing in this Agreement shall limit or exclude the liability or remedy of either Party or

any other person –

43.2.1 for death or personal injury caused by its negligence, or that of its employees, agents

or subcontractors;

43.2.2 for fraud or fraudulent misrepresentation;

43.2.3 in respect of an obligation in this Agreement to indemnify a Party or any other person;

43.2.4 for any act, omission or matter, liability for which may not be excluded or limited under

any Applicable Law; or

43.2.5 for any breach by the Supplier of clauses 9, 33, 44, 45 or Error: Reference source not

found.

43.3 Subject to clause 43.2 and except as expressly provided to the contrary in this

Agreement, neither Party will be liable to the other for any indirect, special or

consequential loss or damage.

44 INSURANCE

44.1 The Supplier shall (at its own expense) maintain in force for the periods described in

clause 44.2 adequate insurance to cover the Supplier's potential liability to PPECB

pursuant to, or in connection with, this Agreement, in accordance with Good Industry

Practice and Applicable Law including the following insurance –

44.1.1 public/general liability insurance

44.1.2 professional indemnity, errors or omissions or equivalent insurance

44.1.3 if any products are provided as part of the Services, product liability insurance

(including product recall liability insurance);

44.1.4 all other insurances required by any Applicable Laws,

in each case, with a reputable insurer and without any excess that is unreasonable or

unusual for the type of insurance.

44.2 The Supplier shall maintain the insurances referred to in clause 44.1 in force for the

Contract Term and, in the case of the insurances referred to in clause 44.1.2 and

clause 44.1.3, for 6 years after this Agreement has expired or terminated.

44.3 The Supplier shall not knowingly do or permit anything to be done which would render the

insurance policies referred to in clause 44.1 void or voidable, or which would permit the

insurer to reject, diminish or delay any claim under the insurance policy.

44.4 Within 10 Business Days of a request by PPECB, the Supplier shall provide evidence of

the insurances which it is obliged to maintain under clause 44.1.

44.5 If the Supplier fails to comply with its obligations in relation to insurance PPECB may take

out such insurance in its own name and recover the cost of doing so from the Supplier.

45 BROAD BASED BLACK ECONOMIC EMPOWERMENT

45.1 The Supplier acknowledges that its appointment in terms of this Agreement is

fundamentally premised on the affidavit provided confirming its B-BBEE Status. The

Supplier shall immediately notify PPECB of any change in its status. Without prejudice to

any other remedy available to it in law or under this Agreement, PPECB shall be entitled

to immediately terminate this Agreement in the event that the Supplier's status is non-

compliant with PPECB policies or Applicable Law.

45.2 The Supplier acknowledges that its appointment in terms of this Agreement is

fundamentally premised on its current rating as a Level ____ Contributor ("Current B-BBEE Rating") as detailed on its valid Verification Certificate.

45.3 During the Contract Term, the Supplier shall maintain its Verification status at its Current

B-BBEE Rating and shall take all reasonable steps where possible to increase its

contribution level.

45.4 Should the Supplier's Verification status decrease below its Current B-BBEE Rating,

PPECB shall be entitled to call on the Supplier to rectify its rating level within a period to

be determined solely by PPECB in consultation with its verification agent. Without

prejudice to any other remedy available to it in law or under this Agreement, PPECB shall

be entitled to terminate this Agreement in the event that the Supplier fails to restore its

rating to at least its Current B-BBEE Rating within the time-period determined by PPECB.

45.5 At its own cost, the Supplier undertakes to annually subject itself to a Verification Process

to be conducted by a verification agency duly accredited by the South African National

Accreditation System ("SANAS") in order to determine its Broad Based Black Economic

Empowerment score card, level of compliance and status and to obtain a Verification

Certificate.

45.6 The Supplier represents, warrants and undertakes to PPECB that neither it nor any its

Affiliates, officers, employees, shareholders, representative or agents is or has been

involved in Fronting Practices, as defined in the Broad-Based Black Economic

Empowerment Act, 53 of 2003, as amended ("B-BBEE Act"); or committed any other

offence under the B-BBEE Act.

45.7 The Supplier agrees that in addition to PPECB's termination rights set out elsewhere in

this Agreement, PPECB may (without prejudice to any other right available to it)

immediately terminate this Agreement in the event of any breach of clause 45.6 by the

Supplier in which case the Supplier shall not be entitled to any compensation or to any

further payments or remuneration.

45.8 The Supplier shall indemnify PPECB from and against any and all Liabilities suffered or

incurred by PPECB or for which PPECB may become liable arising out of or in connection

with any breach of this clause, whether or not this Agreement has been terminated.

46 ANTI CORRUPTION

46.1 The Supplier will not, and nor will any of its officers, employees, shareholders,

representatives or agents ("Associated Parties"), directly or indirectly, either in private

business dealings or in dealings with the public sector, offer, give or agree to offer or give

(either itself or in agreement with others) any payment, gift or other advantage with

respect to any matters which are the subject of this Agreement which –

46.1.1 would violate Applicable Law;

46.1.2 is intended to, or does, influence or reward any person for acting in breach of an

expectation of good faith, impartiality or trust, or which it would otherwise be improper

for the recipient to accept;

46.1.3 is made to or for a public official with the intention of influencing them and obtaining or

retaining an advantage in the conduct of business; or

46.1.4 a reasonable person would otherwise consider to be unethical, illegal or improper,

(in this clause 46, a "Corrupt Act").

46.2 The Supplier represents, warrants and undertakes that –

46.2.1 it and its Associated Parties have not engaged in any Corrupt Act prior to the date of

this Agreement; and

46.2.2 to the best of its knowledge and belief, neither the Supplier nor any of its Associated

Parties has at any time –

46.2.2.1 been found by a court in any jurisdiction to have engaged in any Corrupt Act (or

similar conduct);

46.2.2.2 admitted to having engaged in any Corrupt Act (or similar conduct); or

46.2.2.3 been investigated or been suspected in any jurisdiction of having engaged in any

Corrupt Act (or similar conduct).

46.3 The Supplier further agrees –

46.3.1 to provide any information as PPECB may reasonably require by notice in writing in

order to monitor the Supplier's and its Associated Parties' compliance with its

obligations under clause 46.1; and

46.3.2 to notify PPECB immediately in writing if, at any time, it or any of its Associated

Parties become aware of a breach of clause 46.1 or that any of the representations,

warranties and undertakings set out at clause 46.2 are no longer correct.

46.4 PPECB shall be entitled to terminate this Agreement immediately on written notice and

without liability in the event that the Supplier breaches its obligations in clause or where

allegations of a Corrupt Act are published in relation to the Supplier or any of Associated

Parties in the public media after the Signature Date and where PPECB, reasonably

believes that such allegations will have an adverse effect upon PPECB and/or any of its

Affiliates (including in respect of its reputation or good standing).

47 ASSIGNMENT

47.1 Save as provided in clause 47.2, neither Party may assign, cede, transfer, charge, create

a trust over or otherwise deal in this Agreement or any of its rights or obligations under

this Agreement (or purport to do so) without the prior written consent of the other Party.

Any purported assignment in breach of this clause 47.1 shall not confer any rights on the

purported assignee.

47.2 PPECB may assign this Agreement, or any of its rights under it, or by a cession and

delegation transfer the benefit and the burden of this Agreement or of any of its rights and

obligations under it, to any of its Affiliates, provided that –

47.2.1 the Affiliate agrees to be bound by the terms of this Agreement; and

47.2.2 the liability of the Supplier under this Agreement will continue to be subject to the

same limitations, exceptions and exclusions under this Agreement and such liability

shall not be increased by reason of the novation or assignment.

47.3 PPECB shall give to the Supplier reasonable notice of its intention to cede and/or

delegate any of its rights or obligations under this Agreement.

47.4 This Agreement is binding on PPECB, the Supplier and their respective successors and

permitted assignees.

48 MERGERS AND DIVESTMENT

48.1 In connection with any proposed divestment of the business within PPECB or any of its

Affiliates (the "Divested Business") or any proposed acquisition of a company or

business the Supplier shall, to the extent requested by PPECB, provide reasonable

assistance in connection with the proposed divestment or acquisition including planning,

preparing and implementing any transition or changes related to the Services as a result

of the divestment or acquisition.

48.2 If the Divested Business received the Services before disposal then, if requested by

PPECB, the Supplier shall continue to supply the Services to the Divested Business after

the disposal for such period as the Divested Business may reasonably require to enable it

to make alternative arrangements. The Services shall be supplied to the Divested

Business on the same terms and conditions of this Agreement but on the basis that the

Divested Business is contracting directly with the Supplier and neither PPECB nor any of

its Affiliates have any responsibility for the Divested Business.

49 RIGHTS OF THIRD PARTIES

49.1 This Agreement does not create any right or benefit enforceable by any person not a

party to it except for –

49.1.1 a person who under clause 47 is a permitted successor or assignee of the rights or

benefits of a Party that may enforce such rights or benefits;

49.1.2 PPECB's Affiliates;

49.1.3 any Divested Business in relation to clause 48; and

49.1.4 any Replacement Provider or other PPECB contractor, in respect of the rights given it

in clause 13.

49.2 Without prejudice to clause 49.1, if the Supplier is liable under this Agreement, PPECB

may recover from the Supplier, as agent and trustee for PPECB's Affiliates, any sum in

respect of PPECB's Affiliates' loss arising from the breach or other cause giving rise to

such liability and, for the purposes of this clause 49.2, the Supplier agrees that losses of

PPECB's Affiliates shall be deemed to be losses of PPECB.

49.3 No consent of the parties referred to in clause 49.1.1 to 49.1.3 shall be required for any

rescission, variation (including any release or compromise in whole or in part of any

liability) or termination of this Agreement or of any part of it.

50 ENTIRE AGREEMENT

50.1 This Agreement constitutes the entire agreement and understanding of the Parties and

supersedes and extinguishes all previous drafts, agreements and understandings

between them, whether oral or in writing, relating to its subject matter.

50.2 Each Party acknowledges and agrees that in entering into this Agreement it does not rely

on, and shall have no remedies in respect of, any statement, undertakings,

representation, assurance, warranty or understanding made by or on behalf of a Party

(whether made innocently or negligently) which is not expressly set out in this Agreement.

51 NOTICES

51.1 Any notice or similar communication given under or in connection with this Agreement

shall be in writing and shall be delivered –

51.1.1 by hand;

51.1.2 sent by pre-paid post providing for next Business Day delivery (or pre-paid air mail if

overseas) providing proof of postage; or

51.1.3 (subject to clause 51.3.3) by email,

51.1.4 to the recipient Party at the address or email address, and for the attention of the

persons, set out in clause 51.2 or such other address or email address or persons (not

exceeding 2 (two) persons) as that Party may specify by notice to the other Party.

51.2 For the purposes of clause 51.1 –

Name Physical Address Email AddressPPECB 45 Silwerboom Avenue MichelleA@ppecb.com

PlattekloofWestern Cape South Africa7500

Marked for the attention of: Legal and Corporate Governance Manager

Name Physical Address Email AddressSupplier [insert] [insert]

[insert][insert][insert]

Marked for the attention of: [insert]

51.3 Notices and similar communications shall be deemed to have been received –

51.3.1 if delivered by hand, at the time of delivery to the address;

51.3.2 if sent by pre-paid post, at 09h00 on the second Business Day after posting;

51.3.3 if sent by pre-paid air mail, at 09h00 on the seventh Business Day after posting; and

51.3.4 if sent by email, at 09h00 on the next Business Day after sending provided that the

subject line of the email identifies that it is a notice being given under this Agreement

and provided that a confirmatory copy is provided by one of the other means referred

to in clause 51.1 dispatched on the same date as the email was sent, failing either of

which the email shall not constitute a valid notice.

51.4 Faxes and electronic communications other than email are not valid notices under this

Agreement.

51.5 For the purposes of clause 51.3 –

51.5.1 references to time are to local time in the place of deemed receipt; and

51.5.2 if deemed receipt would occur in the country of deemed receipt on a Saturday or

Sunday or a public holiday in that country or a day on which banks are not open for

business in that country ("Local Non-Working Day") receipt is deemed to take place

at 09h00 on the next day which is not a Local Non-Working Day.

51.6 The preceding parts of this clause 51 do not apply to routine reporting under this

Agreement, which may be in any conventional written form (including email).

52 DISPUTE RESOLUTION

52.1 The Parties shall procure that the Contract Managers shall meet and use their reasonable

endeavours to resolve any Dispute. If the Dispute is not resolved between the Contract

Managers within 10 (ten) Business Days of receipt of a written request from either Party

("Dispute Notice"), the Dispute shall be referred to a senior executive from each of the

Parties. If the Dispute is not resolved within 30 (thirty) Business Days from the date of

receipt of the Dispute Notice, either Party may by written notice to the other ("Arbitration Notice") elect to attempt to settle the Dispute by arbitration in accordance with clause

52.3.

52.2 Notwithstanding clause 52.1, each of the Parties may by notice require that a Dispute be

referred directly to a senior executive from each of the Parties at any time without the

Contract Managers having first attempted to resolve the Dispute or a Dispute Notice

having been issued.

52.3 If an Arbitration Notice is issued, the Dispute shall be submitted to and determined by

arbitration in accordance with the rules of the Arbitration Foundation of Southern Africa

("AFSA") by an arbitrator or arbitrators agreed to by the Parties, or failing such

agreement within 5 (five) Business Days of any Party proposing one or more arbitrators,

by an appointment of one or more arbitrators undertaken by AFSA. Unless agreed

otherwise by the Parties in writing, all arbitration proceedings shall be held in Cape Town,

South Africa.

52.4 Each Party to this Agreement irrevocably –

52.4.1 consents to any arbitration in terms of the aforesaid rules being conducted as a matter

of urgency; and

52.4.2 authorises the other to apply, on behalf of the Parties to such Dispute, in writing to the

secretariat of AFSA in terms of the aforesaid rules for any such arbitration to be

conducted as a matter of urgency, provided that the Party which intends so applying

first notifies the other Party in writing of its intention to do so.

52.5 Notwithstanding anything to the contrary contained in this clause 52, any Party shall be

entitled to apply for, and if successful, be granted, an urgent interim interdict from any

competent court having jurisdiction.

52.6 For the purposes of clause 52.5 above and for the purposes of having any arbitration

award made an order of court, each Party hereby submits itself to the jurisdiction of the

Western Cape Division of the High Court.

52.7 The provisions of this clause 52 constitute an irrevocable consent by each of the Parties

to any proceedings in terms hereof, are severable from the rest of the Agreement and

shall, notwithstanding the termination of this Agreement, remain in full force and effect.

53 FURTHER ASSURANCE

Each Party shall (at its own expense) and shall use all reasonable endeavours to procure

that any necessary third party shall, promptly execute and deliver such documents and

perform such acts as may reasonably be required for the purpose of giving full effect to this

Agreement.

54 RELATIONSHIP

54.1 This Agreement does not constitute, establish or imply any partnership, joint venture,

agency, employment or fiduciary relationship between the Parties.

54.2 Neither Party shall have, nor represent that it has, any authority to make or enter into any

commitments on the other's behalf or otherwise bind the other in any way (including the

making of any representation or warranty, the assumption of any obligation or liability or

the exercise of any right or power).

55 COSTS

Unless this Agreement states otherwise, each Party shall pay its own costs relating to the

negotiation, preparation, execution, implementation and performance by it of this Agreement.

56 COUNTERPARTS

56.1 This Agreement may be executed in counterparts or duplicates, each of which, when

executed, shall constitute an original of this Agreement and such counterparts or

duplicates together shall constitute one and the same instrument.

56.2 No counterpart or duplicate shall be effective until each Party has executed at least one

counterpart or duplicate.

57 REMEDIES

57.1 Except as expressly provided in this Agreement, the rights and remedies provided under

this Agreement are in addition to, and not exclusive of, any rights or remedies provided by

law.

57.2 Any right or remedy expressly included in any provision of this Agreement (or the

exercise of them) shall not be considered as limiting a Party's rights or remedies under

any other provision of this Agreement (or the exercise of them).

58 SEVERANCE

58.1 If any provision, or part of a provision, of this Agreement is found by any court or

administrative body of competent jurisdiction to be invalid, illegal or unenforceable (a

"Void Provision") –

58.1.1 such invalidity, illegality or unenforceability shall not affect the other provisions of this

Agreement, which shall remain in full force and effect;

58.1.2 if a Void Provision would be valid, legal and enforceable if some part of it were

deleted, that Void Provision shall apply with such modification as may be necessary to

make it valid, legal and enforceable;

58.1.3 if a Void Provision cannot be made valid, legal and enforceable under clause 58.1.1,

the Parties shall negotiate in good faith to amend the Void Provision to be valid, legal

and enforceable whilst achieving, to the greatest extent possible, the Parties' original

commercial intention; and

58.1.4 if a Void Provision cannot be made valid, legal and enforceable under clause 58.1.1 or

58.1.2, the Void Provision shall be deemed to be deleted.

59 WAIVER

59.1 A failure to exercise, or delay in exercising, a right, power or remedy provided by this

Agreement or by law –

59.1.1 shall not constitute a waiver or novation of that, or any other, right, power or remedy;

and

59.1.2 shall not, and nor shall any single or partial exercise of any such right, power or

remedy, estop or otherwise preclude the further exercise of that, or any other, right,

power or remedy.

59.2 Any waiver of any right under this Agreement is only effective if it is in writing and it shall

only apply to the Party to whom the waiver is addressed and to the circumstances for

which it is given.

60 NON-VARIATION

No addition to or variation, consensual termination or novation of this Agreement, and no

waiver of any right arising from this Agreement or its breach or termination shall be valid or

enforceable unless it is in writing and signed by all the Parties or their duly authorised

representatives. For the purpose of this clause, a data message (within the meaning defined

in the Electronic Communications and Transactions Act, no 25 of 2002) shall not be

regarded as meeting the requirements of being in writing and signed.

61 GOVERNING LAW AND JURISDICTION

61.1 This Agreement and any Dispute shall be governed by and construed in accordance with

the law of the Republic of South Africa.

61.2 Each Party irrevocably agrees that the competent court of the Republic of South Africa

shall have exclusive jurisdiction to settle any Dispute. language

61.3 This Agreement is drafted in the English language. If this Agreement is translated into any

other language, the English language version shall prevail.

61.4 Any notice or similar communication given under or in connection with this Agreement

shall be in the English language. All other documents provided under or in connection

with this Agreement shall be in the English language or accompanied by a certified

English translation. If such document is translated into any other language, the English

language version shall prevail.

61.5 This Agreement has been duly executed on the date stated at the beginning of this

Agreement.

SIGNED at .................................................on .......................................................................... 2019

For and on behalf ofTHE PERISHABLE PRODUCTS EXPORT CONTROL BOARD

___________________________________Signature

___________________________________Name of Signatory

___________________________________Designation of Signatory

SIGNED at .................................................on .......................................................................... 2019

For and on behalf of[INSERT] PROPRIETARY LIMITED

___________________________________Signature

___________________________________Name of Signatory

___________________________________Designation of Signatory

Annexure A

DESCRIPTION AND SCOPE OF SERVICES

1 SERVICES

[insert details of Services and any known "Deliverables"]

2 [MILESTONES]

[insert any Milestones and performance dates]

Annexure B

SERVICE LEVELS

1 SERVICE LEVELS

[insert detail]

2 MONITORING AND REPORTING AGAINST SERVICE LEVELS

2.1 The Supplier shall monitor its performance against the Service Levels and within [5/10]

Business Days after the end of each month shall prepare and submit to PPECB a report

showing in detail its performance against the Service Levels in the previous month.

2.2 The Supplier shall at PPECB's request provide details of its performance against the

Service Levels more frequently than monthly, if PPECB, acting reasonably, has a concern

as to Service quality or any other aspect of the Supplier's performance of this Agreement.

The Parties may also agree more frequent reporting in order to generate data that can be

used by both Parties to identify and implement opportunities to improve performance.

2.3 A failure by the Supplier to monitor the Services or to provide PPECB with a monthly

report or other details in accordance with this Annexure shall be deemed to be a Service

Failure.

3 OPERATIONAL REVIEWS

Operational reviews will be carried out after each [month]. At these reviews the Supplier's

performance against the Service Levels will be reviewed and where necessary corrective

actions will be taken by the Supplier to the reasonable satisfaction of PPECB. These

corrective actions will be reviewed at the subsequent operational reviews after each month

until completed.

4 SERVICE CREDITS

[insert detail]

5 [CRITICAL SERVICE LEVEL FAILURE]

Annexure C

CHARGES

[DRAFTING NOTE: TO BE INSERTED]

Annexure D

APPLICABLE PPECB POLICIES

[to be inserted as applicable]

Annexure E

CHANGE CONTROL PROCEDURE

1 INTERPRETATION

1.1 In this Annexure, "Change Control Note" or "CCN" means the form used by the Parties

to set out the details of an agreed Change and which shall be substantially in the form

shown at the end of this Annexure.

2 GENERAL PRINCIPLES OF THE CHANGE CONTROL PROCEDURE

2.1 This Annexure sets out the rules and procedures for dealing with Changes.

2.2 The Supplier shall not be entitled to any payment of Charges in respect of any Change

unless it complies with the Change Control Procedure.

2.3 Under this Change Control Procedure –

2.3.1 either Party may request a Change in accordance with paragraph 3;

2.3.2 each Party shall respond to a request for a Change in accordance with paragraph 4;

2.3.3 the Parties shall discuss and endeavour to agree Changes in accordance with

paragraph 6;

2.3.4 any agreed Changes shall be recorded in accordance with paragraph 7; and

2.3.5 the Supplier shall implement and report on the progress of Changes in accordance

with paragraph 8.

2.4 Until a CCN has been signed in accordance with paragraph 6 and unless the Parties

agree otherwise in writing –

2.4.1 any work undertaken by the Supplier which has not been authorised in accordance

with this Change Control Procedure shall be undertaken entirely at its own risk,

expense and liability;

2.4.2 the Supplier shall continue to supply the Services in accordance with the existing

terms of this Agreement; and

2.4.3 any discussions, negotiations or other communications which may take place between

PPECB and the Supplier in connection with any proposed Change shall be without

prejudice to each Party's other rights and obligations under this Agreement.

3 CHANGE REQUESTS

Either Party may request a Change by giving notice in writing to the other describing the

Change and the reasons for requesting it in sufficient detail to enable the other Party to

understand the possible impact of the proposed Change (the "Change Request").

4 RESPONDING TO CHANGE REQUESTS

4.1 If either Party reasonably requires any clarification or further information in order for it to

respond to a Change Request, it shall promptly notify the other Party and the relevant

time period shall be extended by the time taken by the other Party to provide that

clarification or information.

4.2 Each Party shall respond to any request for clarification or further information as soon as

reasonably practicable.

4.3 Within 10 Business Days of receiving a Change Request from PPECB (or at the time of

making its own Change Request), the Supplier shall (at no cost to PPECB) provide an

estimate (the "Estimate") to PPECB in writing which set outs –

4.3.1 whether the Change is technically feasible;

4.3.2 whether relief from compliance by the Supplier with its obligations under this

Agreement is required, including the obligation to meet the Service Levels, during the

implementation of the Change;

4.3.3 any impact of the Change on the supply of the Services;

4.3.4 a risk assessment and any impact on the Business Continuity Plan;

4.3.5 any amendment required to this Agreement as a result of the Change;

4.3.6 any regulatory approvals which are required to make the Change;

4.3.7 any proposed amended or new Service Levels applicable to the Change together with

all associated changes to Annexure B;

4.3.8 the period within which the Change can be implemented; and

4.3.9 any proposed increase or reduction in the Charges as a result of the Change and

evidence that the Supplier has used all reasonable endeavours (including, where

practicable, the use of competitive quotes from its vendors and subcontractors) to

minimise any increase in costs and maximise any reduction in costs.

4.4 Any relief sought or amendment to this Agreement proposed by the Supplier must be fair

and reasonable and in proposing any changes to the Charges in an Estimate, the

Supplier will follow the charging principles set out in paragraph 5.

5 CHARGING PRINCIPLES

5.1 The Parties agree that the financial consequences of a Change shall be dealt with as

follows (unless they agree otherwise in writing) –

5.1.1 if the Change will result in a decrease in the cost of providing the Services or other

financial benefit to the Supplier, the Charges shall be reduced by an equitable amount;

5.1.2 any increase in the Charges must be no greater than the direct, reasonable and

verifiable costs of implementing the Change and supplying the Services following the

implementation of the Change;

5.1.3 if the Change is carried out for other Suppliers of the Supplier, PPECB shall only bear

an equitable proportion of the Supplier's cost, and

5.1.4 where PPECB proposes a Change in the Services as a result of, or in order to mitigate

the effects of, a Service Failure, any increased costs associated with such Change

shall be met entirely by the Supplier and there will be no increase in the Charges in

such case.

6 AGREEING CHANGES

6.1 As soon as practicable after PPECB receives the Estimate, the Parties shall discuss and

seek to agree the matters set out in the Change Request and the Estimate.

6.2 Where required by PPECB, the Supplier's Contract Manager (or other authorised

representative of the Supplier) shall attend face to face meetings to discuss the proposed

Change at dates and locations nominated by PPECB.

6.3 The Supplier shall not unreasonably reject a PPECB proposed Change. If the Supplier

believes it has reasonable grounds for rejecting a PPECB proposed Change, it shall

promptly advise PPECB setting out those grounds in detail. PPECB shall reasonably

consider such grounds, advise the Supplier of its decision and escalate any issues

through the Dispute Resolution Procedure.

6.4 If the Contract Managers have not agreed a Change Request and Estimate within 15

Business Days of receipt of the Estimate it shall be deemed to be a Dispute which may

be referred to the Dispute Resolution Procedure.

7 RECORDING THE AGREED CHANGE

7.1 Where the Parties agree to make a Change under paragraph 6 or following the resolution

of a Dispute under the Dispute Resolution Procedure, the Supplier shall promptly prepare

2 copies of a CCN bearing a unique identifying number and recording the approved

Change, which a duly authorised representative of the Supplier shall sign and deliver to

PPECB's Contract Manager for its signature.

7.2 Following receipt by PPECB of a properly completed and signed CCN, a duly authorised

representative of PPECB shall sign both copies and return one copy to the Supplier.

7.3 A CCN signed by duly authorised representatives of PPECB and the Supplier shall

constitute a binding and enforceable instrument evidencing the variation of this

Agreement to reflect the agreed Change.

7.4 Neither Party shall be bound by a Change until it is included in a signed CCN.

8 IMPLEMENTING AND TRACKING CHANGES

8.1 Following a CCN being signed by both Parties, the Supplier shall implement the Change

to which it relates in accordance with the CCN.

8.2 The Supplier shall, during the period of implementation, provide PPECB with a [weekly]

progress update on the status of the implementation of each agreed Change.

Change Control Note

CCN no: Title: Date raised:

This CCN relates to the agreement for [INSERT DESCRIPTION OF AGREEMENT] entered into on

[INSERT DATE] between THE PERISHABLE PRODUCTS EXPORT CONTROL BOARD ("PPECB") and [INSERT SUPPLIER COMPANY NAME] (the "Supplier").

Background

[insert details]

Changes agreed

By signing this CCN, the Parties have agreed the Changes set out below:

Change to Description of Change agreed

Services [Include here a detailed description of agreed Changes to the Services]

Service Levels

[Include here details of: Any Changes applicable during implementation; and Any revised Service Levels applicable following implementation]

Charges [Include here details of: Any implementation costs agreed (amount or basis for calculation); and Any revised Charges following implementation]

[Other] [Include here details of any Change to other elements of the Agreement]

Effective from

[Include Change Commencement Date]

Implementation

The Parties have agreed to implement the Changes as follows:

[Insert details of the implementation plan and any milestones]

Signed on behalf of PPECB: Signed on behalf of the Supplier:

Signature: Signature:

Name: Name:

Position: Position:

Date: Date:

Annexure "F"

PPECB PROPERTY

[Note: Details to be inserted]