FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”).** CONTRACT BUILD, OPERATE AND TRANSFER (BOT) BETWEEN TANZANIA REVENUE AUTHORITY AND ON TRACK INNOVATION SOLUTIONS LIMITED (OTI)...

Exhibit 4.10

**CONFIDENTIAL PORTIONS HAVE BEEN OMITTED PURSUANT TO A REQUEST

FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH

THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”).**

CONTRACT

BUILD, OPERATE AND TRANSFER (BOT)

BETWEEN

TANZANIA REVENUE AUTHORITY

AND

ON TRACK INNOVATION SOLUTIONS LIMITED (OTI)

FOR THE DESIGN, DEVELOPMENT, IMPLEMENTATION

INSTALLATION AND COMMISSIONING OF A

COMPUTERIZED DRIVER’S LICENSES SYSTEM UNDER

BUILD, OPERATE AND TRANSFER (BOT) ARRANGEMENT

CONTRACT NO. AE/023/GS/003/09-55

NOVEMBER 2009

SECTION I: THE AGREEMENT

THIS AGREEMENT is made on the 25th day of the month of November 2009 between TANZANIA REVENUE AUTHORITY of P.O. Box 11491, Dar es Salaam in the United Republic of Tanzania (hereinafter called “the Purchaser”) of the one part and On Track Innovations Ltd (OTI) of Z.H.R. Industrial Zone, P. 0. Xxx 00, Xxxx Xxxx, 00000 Israel., as Partner in Charge in a Joint Venture, to be established with LR Group Ltd. for the purposes of execution of this Agreement (hereinafter called “the Supplier”) of the other part:

WHEREAS the Purchaser invited bids for certain goods and ancillary services, viz., Design, Development, Implementation Installation and Commissioning of a Computerized Driver’s Licenses System (CDLS) as well as producing and issuing of smart contactless Drivers’ Licences Cards under a Build, Operate and Transfer (BOT) arrangement in Tanzania and has accepted a bid by the Supplier for the supply of those goods and services (Smart Card Solution) at price for applicant of **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** per one card and the minimum quantity of **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** cards for the contract period. Out of the price of **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** which equals to **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** per card issued (exclusive of Value Added Tax) shall be paid to the Supplier, and the balance shall be paid to the Purchaser. The contract price (the “Contract Price”) shall be derived by multiplying **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** by the number of cards issued subject to the minimum quantity mentioned above

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1.	In, this Agreement words and expressions shall have the same meanings as are respectively assigned to them in the Conditions of Contract referred to.

2.	The following documents shall be deemed to form and be read and construed as part of this Agreement, viz.:

(a) The General Conditions of Contract;

(b) The Special Conditions of Contract;

(d) The Schedule of Requirements;

(e) The Technical Specifications;

(f) The Bid Form and the Price Schedule submitted by the Bidder;

(g) The Purchaser’s Notification of Award;

(h) The Supplier’s Technical Proposal on the Computerized Drivers’ Licences on Build, Operate and Transfer (BOT) arrangement; and

(i) Minutes of a Pre-contract Negotiation Meeting between the Purchaser and the Supplier.

3.	In consideration of the payments to be made by the Purchaser to the Supplier as hereinafter mentioned, the Supplier hereby covenants with the Purchaser to provide the goods and services and to remedy defects therein in conformity in all respects with the provisions of the Agreement.

The Purchaser hereby covenants to pay the Supplier in consideration of the provision of the goods and services and the remedying of defects therein, the Contract Price or such other sum as may become payable under the provisions of the Contract at the times and in the manner prescribed by the Contract.

This Agreement shall be in effect upon signing by the parties until the expiration of the period of three years commencing from the date of issuance of the first Driver’s License Card issued using the goods and services procured from the Supplier (subject to any extension provided under the Special Conditions of Contract).

IN WITNESS whereof the parties hereto have caused this Agreement to be executed in accordance with their respective laws the day and year first above written.

Signed, sealed, and delivered on behalf of the Purchaser by:

Signed, Sealed, and Delivered on behalf of

The Tanzania Revenue Authority

/s/ Ngoda N. Msoffe

Name: Ngoda N. Msoffe

Position: Director of Human Resources

and Administration (DHRA)

Date: November 25, 2009

In the presence of

/s/ Xxxx X. Xxxxxx

Name: Xxxx X. Xxxxxx

Position: Notary Public

Date: November 25, 2009

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Signed, Sealed and Delivered on behalf of

On Track Innovations Ltd. (OTI) – Partner in

Charge in the Bid, and of a Joint Venture to

Be established for the execution of this Agreement

/s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Position: V.P. Business Development

Date: November 25, 2009

In the presence of

/s/ Xxxx X. Xxxxx

Name: Xxxx X. Xxxxx

Position: Notary Public

Date: November 25, 2009

Signed, Sealed and Delivered on behalf of

LR Group Ltd. – Partner in the Bid, and of a

Joint Venture to be established for the

execution of this Agreement

/s/ Xxxxxxxx Xxxxxx

Name: Xxxxxxxx Xxxxxx

Position: Project Manager

Date: November 25, 2009

In the presence of

/s/ Xxxx X. Xxxxx

Name: Xxxx X. Xxxxx

Position: Notary Public

Date: November 25, 2009

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SECTION II: GENERAL CONDITIONS OF CONTRACT

A. CONTRACT OF INTERPRETATION

1.	Definitions

1.1 In this Contract, the following terms shall be interpreted as indicated below.

(a) contract elements

(i)

“Contract” means the Contract Agreement entered into between the Purchaser and the Supplier, together with the Contract Documents referred to therein. The Contract Agreement and the Contract Documents shall constitute the Contract, and the term “the Contract” shall in all such documents be construed accordingly.

(ii)

“Contract Documents” means the documents specified in Article 1.1 (Contract Documents) of the Form of Contract Agreement (including any amendments to these Documents).

(iii)

“Contract Agreement” means the agreement entered into between the Purchaser and the Supplier using the Form of Contract Agreement contained in the Sample Forms Section of the Bidding Documents and any modifications to this form agreed to by the Purchaser and the Supplier. The date of the Contract Agreement shall be recorded in the signed form.

(iv)

“GCC” means the General Conditions of Contract.

(v)

“SCC” means the Special Conditions of Contract.

(vi)

“Technical Requirements” means the Technical Requirements Section of the Bidding Documents.

(vii)

“Implementation Schedule” means the Implementation Schedule Sub-section of the Technical Requirements.

(viii)

“Contract Price” means the price or prices defined in Article 2 (Contract Price and Terms of Payment) of the Contract Agreement.

(ix)

“Procurement Guidelines” refers to the edition specified in the SCC of the Public Procurement Guidelines and the Procurement ACT

(x)

“Bidding Documents” refers to the collection of documents issued by the Purchaser to instruct and inform potential suppliers of the processes for bidding, selection of the winning bid, and Contract formation, as well as the contractual conditions governing the relationship between the Purchaser and the Supplier. The General and Special Conditions of Contract, the Technical Requirements, and all other documents included in the Bidding Documents reflect the World Purchaser Procurement Guidelines that the Purchaser is obligated to follow during procurement and administration of this Contract.

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(b) entities

(i)

“Purchaser” means the person purchasing the DLS, as specified in the SCC.

(ii)

“Project Manager” means the person appointed by the Purchaser in the manner provided in GCC Clause 18.1 (Project Manager) and named as such in the SCC to perform the duties delegated by the Purchaser.

(iii)

“Supplier” means the person(s) whose bid to perform the Contract has been accepted by the Purchaser and is named as such in the Contract Agreement.

(iv)

“Supplier’s Representative means any person nominated by the Supplier and named as such in the Contract Agreement and approved by the Purchaser in the manner provided in GCC Clause 18.2 (Supplier’s Representative) to perform the duties delegated by the Supplier.

(v)

“Subcontractor,” including vendors, means any person to whom any of the obligations of the Supplier, including preparation of any design or supply of any Information Technologies or other Goods or Services, is subcontracted directly or indirectly by the Supplier.

(vi)

“Adjudicator” means the person named in Appendix 2 of the Contract Agreement, appointed by agreement between the Purchaser and the Supplier to make a decision on or to settle any dispute or difference between the Purchaser and the Supplier referred to him or her by the parties, pursuant to GCC Clause 6.1 (Adjudicator).

(vii)

“The word Purchaser” (also called “The Purchaser”) means Procuring entity, for this case it is Tanzania Revenue Authority.

(i)

“DLS,” also called “the System,’ means all the Information Technologies, Materials, and other Goods to be supplied, installed, integrated, and made operational (exclusive of the Supplier’s Equipment which does not form part of the SOT scheme), together with the Services to be carried out by the Supplier under the Contract.

(ii)

“Subsystem” means any subset of the System identified as such in the Contract that may be supplied, installed, tested, and commissioned individually before Commissioning of the entire System.

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(iii)

“Information Technologies” means all information processing and communications-related hardware, Software, supplies, and consumable items that the Supplier is required to supply and install under the Contract.

(iv)

“Goods” means all equipment, machinery, furnishings, Materials, and other tangible items that the Supplier is required to supply or supply and install under the Contract, including, without limitation, the Information Technologies and Materials, but excluding the Supplier’s Equipment.

(v)

“Services” means all technical, logistical, management, and any other Services to be provided by the Supplier under the Contract to supply, install, customize, integrate, and make operational the System. Such Services may include, but are not restricted to, activity management and quality assurance, design, development, customization, documentation, transportation, insurance, inspection, expediting, site preparation, installation, integration, training, data migration, Pre-commissioning, Commissioning, maintenance, and technical support.

(vi)

“The Project Plan” means the document to be developed by the Supplier and approved by the Purchaser, pursuant to GCC Clause 19, based on the requirements of the Contract and the Preliminary Project Plan included in the Supplier’s bid. The “Agreed and Finalized Project Plan” is the version of the Project Han approved by the Purchaser, in accordance with GCC Clause 19.2. Should the Project Plan conflict with the Contract in any way, the relevant provisions of the Contract, including any amendments, shall prevail.

(vii)

“Software” means that part of the System which is instructions that cause information processing Subsystems to perform in a specific manner or execute specific operations.

(viii)

“System Software” means Software that provides the operating and management instructions for the underlying hardware and other components, and is identified as such in Appendix 4 of the Contract Agreement and such other Software as “the parties may agree in writing to be Systems Software. Such System Software includes, but is not restricted to, micro-code embedded in, hardware (i.e., “firmware”), operating systems, communications, system and network management, and utility software.

(ix)

“General-Purpose Software” means Software that supports general-purpose office and software development activities and is identified as such in Appendix 4 of the Contract Agreement and such other Software as the parties may agree in writing to be General- Purpose Software. Such General-Purpose Software may include, but is not restricted to, word processing, spreadsheet, generic database management, and application development software.

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(x)

“Application Software” means Software formulated to perform specific business or technical functions and interface with the business or technical users of the System and is identified as such in Appendix 4 of the Contract Agreement and such other Software as the parties may agree in writing to be Application Software.

(xi)

“Standard Software” means Software identified as such in Appendix 4 of the Contract Agreement and such other Software as the parties may agree in writing to be Standard Software.

(xii)

“Custom Software” means Software identified as such in Appendix 4 of the Contract Agreement and such other Software as the parties may in writing to be Custom Software.

(xiii)

“Source Code” means the database structures, dictionaries, definitions, program source files, and any other symbolic representations necessary for the compilation, execution, and subsequent maintenance of the Software (typically, but not exclusively, required for Custom Software).

(xiv)

“Materials” means all documentation in printed or printable form and all instructional and informational aides in any form (including audio, video, and text) and on any medium, provided to the Purchaser under the Contract.

(xv)

“Standard Materials” means all Materials not specified as Custom Materials.

(xvi)

“Custom Materials” means Materials developed by the Supplier at the Purchaser’s expense under the Contract and identified as such in Appendix 5 of the Contract Agreement and such other Materials as the parties may agree in writing to be Custom Materials. Custom Materials includes Materials created from Standard Materials.

(xvii)

“Intellectual Property Rights” means any and all copyright, moral rights, trademark, patent, and other intellectual and proprietary rights, title and interests worldwide, whether vested, contingent, or future, including without limitation all economic rights and all exclusive rights to reproduce, fix, adapt, modify, translate, create derivative works from, extract or re-utilize data from, manufacture, introduce into circulation, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit or provide access electronically, broadcast, display, enter into computer memory, or otherwise use any portion or copy, in whole or in part, in any form, directly or indirectly, or to authorize or assign others to do so.

(xviii)

“Supplier’s Equipment” means all equipment, tools, apparatus, or things of every kind required in or for installation, completion and maintenance of the System that are to be provided by the Supplier, but excluding the Information Technologies, or other items forming part of the System.

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(d) activities

(i)

“Delivery” means the transfer of the Goods from the Supplier to the Purchaser in accordance with the current edition Incoterms specified in the Contract.

(ii)

“Installation” means that the System or a Subsystem as specified in the Contract is ready for Commissioning, as provided in GCC Clause 26 (Installation).

(iii)

“Pre-commissioning” means the testing, checking, and any other required activity that may be specified in the Technical Requirements that are to be carried out by the Supplier in preparation for Commissioning of the System as provided in GCC Clause 26 (Installation).

(iv)

“Commissioning” means operation of the System or any Subsystem by the Supplier following Installation, which operation is to be carried out by the Supplier as provided in GCC Clause 27.1 (Commissioning), for the purpose of carrying out Operational Acceptance Test(s).

(v)

“Operational Acceptance Tests” means the tests specified in the Technical Requirements and Agreed, and Finalized Project Plan to be carried out to ascertain whether the System, or a specified Subsystem, is able to attain the functional and performance requirements specified in the Technical Requirements and Agreed and Finalized Project Plan, in accordance with the provisions of GCC Clause 27.2 (Operational Acceptance Test).

(vi)

“Operational Acceptance” means the acceptance by the Purchaser of the System (or any Subsystem(s) where the Contract provides for acceptance of the System in parts), in accordance with GCC Clause 27.3 (Operational Acceptance).

(e) place and time

(i)

“Purchaser’s Country” is the country named in the SCC.

(ii)

“Supplier’s Country” is the country in which the Supplier is legally organized, as named in the Contract Agreement

(iii)

“Project Site(s)n means the place(s) specified in the SCC for the supply and installation of the System.

(iv)

“Eligible Country” means the countries and territories eligible for participation in procurements financed by United Republic of Tanzania as defined in the Guidelines: (Note: The Government of Tanzania maintains a list of countries from which Bidders, Goods, and Services are not eligible to participate in procurement financed by the Purchaser. The list is regularly updated and can be obtained from the Public Information Center of the Purchaser or its web site on procurement. A copy of the negative list is contained in the Section of the Bidding Documents entitled “Eligibility for the Provision of Goods, Works, and Services in Purchaser-Financed Procurement”).

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(v)

“Day” means calendar day of the Gregorian Calendar.

(vi)

“Week” means seven (7) consecutive Days, beginning the day of the week as is customary in the Purchaser’s Country.

(vii)

“Month” means calendar month of the Gregorian Calendar.

(viii)

“Year” means twelve (12) consecutive Months.

(ix)

“Effective Date” means the date of fulfillment of all conditions specified in Article 3 (Effective Date for Determining Time for Achieving Operational Acceptance) of the Contract Agreement, for the purpose of determining the Delivery, Installation, and Operational Acceptance dates for the System or Subsystem(s).

(x)

“Contract Period” is the time period during which this Contract governs the relations and obligations of the Purchaser and Supplier in relation to the System, as specified in the SCC.

(xi)

“Defect Liability Period” (also referred to as the “Warranty Period”) means the period of validity of the warranties given by the Supplier commencing at date of the Operational Acceptance Certificate of the System or Subsystem(s), during which the Supplier is responsible for defects with respect to the System (or the relevant Subsystem[s]) as provided in GCC Clause 29 (Defect Liability).

(xii)

“The Post-Warranty Services Period” means the number of years defined in the SCC (if any), following the expiration of the Warranty Period during which the Supplier may be obligated to provide Software licenses, maintenance, and/or technical support services for the System, either under this Contract or under separate contract(s).

(xiii)

“The Coverage Period” means the Days of the Week and the hours of those Days during which maintenance, operational, and/or technical support services (if any) must be available.

2.	Contract Documents

2.1 Subject to Article 1.2 (Order of Precedence) of the DocumentsContract Agreement, all documents forming part of the Contract (and all parts of these documents) are intended to be correlative, complementary, and mutually explanatory. The Contract shall be read as a whole.

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3.	Interpretation

3.1 Language

3.1.1

Unless the Supplier is a national of the Purchaser’s Country and the Purchaser and the Supplier agree to use the national language, all Contract Documents, all correspondence, and communications to be given shall be written in the language specified in the SCC, and the Contract shall be construed and-interpreted in accordance with that language.

3.1.2

If any of the Contract Documents, correspondence, or communications are prepared in any language other than the governing language under GCC Clause 3.1.1 above, the translation of such documents, correspondence, or communications shall prevail in matters of interpretation. The originating party, with respect to such documents, correspondence, and communications, shall bear the costs and risks of such translation

3.2 Singular and Plural

The singular shall include the plural and the plural the singular, except where the context otherwise requires.

3.3 Headings

The headings and marginal notes in the GCC are included for ease of reference and shall neither - constitute a part of the Contract nor affect its interpretation.

3.4 Persons

Words importing persons or parties shall include firms, corporations, and government entities.

3.5 Incoterms

Unless inconsistent with any provision of the Contract, the meaning of any trade term and the rights and obligations of parties thereunder shall be as prescribed by the current Incoterms (“Incoterms 2000” or a more recent version if and as published). Incoterms are the international rules for interpreting trade terms published by the International Chamber of Commerce, 00 Xxxxx Xxxxxx 0xx, 00000 Xxxxx, Xxxxxx.

3.6 Entire Agreement

The Contract constitutes the entire , agreement between the Purchaser and Supplier with respect to the subject matter of Contract and supersedes all communications, negotiations, and agreements (whether written or oral) of parties with respect to the subject matter of the Contract made priori the date of Contract.

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3.7 Amendment

No amendment or other variation of the Contract shall be effective unless it is in writing, is dated, expressly refers to the Contract, and is signed by a duly authorized representative of each party to the Contract.

3.8 Independent Supplier,

The Supplier shall be an independent contractor performing the Contract. The Contract does not create any agency, partnership, joint venture, or other joint relationship between the parties to the Contract.

Subject to the provisions of the Contract, the Supplier shall be solely responsible for the manner in which the Contract is performed. All employees, representatives, or Subcontractors engaged by the Supplier in connection with the performance of the Contract shall be under the complete control of the Supplier and shall not be deemed to be employees of the Purchaser, and nothing contained in the Contract or in any subcontract awarded by the Supplier shall be construed to create any contractual relationship between any such employees, representatives, or Subcontractors and the Purchaser.

3.9 Joint Venture or Consortium

If the Supplier is a Joint Venture or consortium of two or more persons, all such firms shall be jointly and severally bound to the Purchaser for the fulfillment of the provisions of the Contract and shall designate one of such persons to act as a leader with authority to bind the Joint Venture or consortium. The composition or constitution of the Joint Venture or consortium shall not be altered without the prior consent of the Purchaser.

3.10 Nonwaiver

3.10.1

Subject to GCC Clause 3.10.2 below, no relaxation, forbearance, delay, or indulgence by either party in enforcing any of the terms and conditions of the Contract or the granting of time by either party to the other shall prejudice, affect, or restrict the rights of that party under the Contract, nor shall any waiver by either party of any breach of Contract operate as waiver of any subsequent or continuing breach of Contract_

3.10.2

Any waiver of a party’s rights, powers, or remedies under the Contract must be in writing, must be dated and signed by an authorized representative of the party granting such waiver, and must specify the right and the extent to which it is being waived.

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3.11 Severability

If any provision or condition of the Contract is prohibited or rendered invalid or unenforceable, such prohibition, invalidity, or unenforceability shall not affect the validity or enforceability of any other provisions and conditions of the Contract.

3.12 Country of Origin

“Origin” means the place where the Information Technologies, Materials, and other Goods for the System were produced or from which the Services are supplied. Goods are produced when, through manufacturing, processing, Software development, or substantial and major assembly or integration of components, a commercially recognized product results that is substantially different in basic characteristics or in purpose or utility from its components. The Origin of Goods and Services is distinct from the nationality of the Supplier and may be different.

Notices

4.1 Unless otherwise stated in the Contract, all notices to be given under the Contract shall be in writing and shall be sent by personal delivery, airmail post, special courier, cable, telegraph, telex, facsimile, electronic mail, or Electronic Data interchange (EDI) to the address of the relevant party as specified in the SCC, with the following provisions.

4.1.1

Any notice sent by cable, telegraph, telex, facsimile, electronic mail, or EDI shall be confirmed within two (2) days after dispatch by notice sent by airmail post or special courier, except as otherwise specified in the Contract.

4.1.2

Any notice sent by airmail post or special courier shall be deemed (in the, absence of evidence of earlier receipt) to have been delivered ten (10) days after dispatch. In proving the fact of dispatch, it shall be sufficient to show that the envelope containing such notice was properly addressed, stamped, and -conveyed to the postal authorities or courier service for transmission by airmail or special courier.

4.1.3

Any notice delivered personally or sent by cable, telegraph, telex, facsimile, electronic mail, or EDI shall be deemed to have been delivered on the date of its dispatch.

4.1.4

Either party may change its postal, cable, telex, facsimile, electronic mail, or EDI address or addressee for receipt of such notices by ten (10) days’ notice to the other party in writing.

4.2 Notices shall be deemed to include any approvals, consents, instructions, orders, and certificates to be given under the Contract.

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5.	Governing Law

5.1 The Contract shall be governed by and interpreted in accordance with the laws of the country specified in the SCC.

6.	Settlement of Disputes

6.1 Adjudication

6.1.1

If any dispute of any kind whatsoever shall arise between the Purchaser and the Supplier in connection with or arising out of the Contract, including without prejudice to the generality of the foregoing, any question regarding its existence, validity, or termination, or the operation of the System (whether during the progress of implementation or after its achieving Operational Acceptance and whether before or after the termination, abandonment, or breach of the Contract), the parties shall seek to resolve any such dispute or difference by mutual consultation. If the parties fail to resolve such a dispute or difference by mutual consultation, within fourteen (14) days after one party has notified the other in writing of the dispute or difference, then, if the Contract Agreement in Appendix 2 includes and names an Adjudicator, the dispute shall be referred in writing by either party to the Adjudicator, with a copy to the other party. If there is no Adjudicator specified in the Contract Agreement, the mutual consultation period stated above shall last 28 days (instead of 14), upon expiry of which either party may move to the notification of arbitration pursuant to GCC Clause 6.2.1.

6.1.2

The Adjudicator shall give his or her decision in writing to both parties- within twenty-eight (28) days of a dispute being referred to the Adjudicator. If the Adjudicator has done so, and no notice of intention to commence arbitration has been given by either the Purchaser or the Supplier within fifty-six (56) days of such reference, the decision shall become final and binding upon the Purchaser and the Supplier. Any decision that has become final and binding shall be implemented by the parties forthwith.

6.1.3

The Adjudicator shall be paid an hourly fee at the rate specified in the Contract Agreement plus reasonable expenditures incurred in the execution of duties as Adjudicator, and these costs shall be divided equally between the Purchaser and the Supplier.

6.1.4

Should the Adjudicator resign or die, or should the Purchaser and the Supplier agree that the Adjudicator is not fulfilling his or her functions in accordance with the provisions of the Contract, a new Adjudicator shall be jointly appointed by the Purchaser and the Supplier. Failing agreement between the two within twenty-eight (28) days, the new Adjudicator shall be appointed at the request of either party by the Appointing Authority specified in the SCC, or, if no Appointing Authority is specified in SCC, the Contract shall, from this point onward and until the parties may otherwise agree on an Adjudicator or an Appointing Authority, be implemented as if there is no Adjudicator.

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6.2 Arbitration

6.2.1

if either the Purchaser or the Supplier is dissatisfied with the Adjudicator’s decision, or if the Adjudicator fails to give a decision within twenty-eight (28) days of a dispute being referred to him or her, then either the Purchaser or the Supplier may, within fifty-six (56) days of such reference, give notice to the other party, with a copy for information to the Adjudicator, of its intention to commence arbitration, as provided below, as to the matter in dispute, and no arbitration in respect of this matter may be commenced unless such notice is given.

6.2.2

Any dispute in respect of which a notice of intention to commence arbitration has been given, in accordance with GCC Clause 6.2.1, shall be finally settled by- arbitration. Arbitration may be commenced prior to or after Installation of the BLS.

6.2.3

Arbitration proceedings shall be conducted in accordance with the rules of procedure specified in the SCC.

6.3 Notwithstanding any reference to the Adjudicator or arbitration in this clause,

(a)

the parties shall continue to perform their respective obligations under the Contract unless they otherwise agree;

(b)

the Purchaser, shall pay the Supplier any monies due the Supplier.

B. SUBJECT MATTER OF CONTRACT

7.	Scope of the System

7.1 Unless otherwise expressly limited in the SCC or Technical Requirements, the Supplier’s obligations cover the provision of all Information Technologies, Materials and other Goods as well as the performance of all Services required for the design, development, and implementation (including procurement, quality assurance, assembly, associated site preparation, Delivery, Pre-commissioning, Installation, Testing, and Commissioning) of the System, in accordance with the plans, procedures, specifications, drawings, codes, and any other documents specified in the Contract and the Agreed and Finalized Project Plan.

7.2 The Supplier shall, unless specifically excluded in _ the Contract, perform all such work and / or supply all such items and Materials not specifically mentioned in the Contract but that can be reasonably inferred from the Contract as being required for attaining Operational Acceptance of the System as if such work and / or items and Materials were expressly mentioned in the Contract.

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The Supplier’s obligations (if any) to provide Goods and Services as implied by the Recurrent Cost Form of the Supplier’s bid, such as consumables, spare parts, and technical services (e.g., maintenance, technical assistance, and operational support), are as specified in the _SCC, including the relevant terms, characteristics, and timings.

8.	Time for Commencement and Operational Acceptance

8.1 The Supplier shall commence work on the System within the period specified in the SCC, and without prejudice to GCC Clause 28.2, the Supplier shall thereafter proceed with the System in accordance with the time schedule specified in the Implementation Schedule in the Technical Requirements Section and any refinements made in the Agreed and Finalized Project Plan.

8.2 The Supplier shall achieve Operational Acceptance of the System (or Subsystem(s) where a separate time for Operational Acceptance of such Subsystem(s) is specified in the Contract) within the time specified in the SCC and in accordance with the time schedule specified in the Implementation Schedule in the Technical Requirements Section and any refinements made in the Agreed and Finalized Project Plan, or within such extended time to which the Supplier shall be entitled under GCC Clause 40 (Extension of Time for Achieving Operational Acceptance).

9.	Suppplier’s Responsibilities

9.1 The Supplier shall conduct all activities with due care and diligence, in accordance with the Contract and with the skill and care expected of a competent provider of information technologies, DLSs, support, maintenance, training, and other related services, or in accordance with best industry practices. In particular, the Supplier shall provide and employ only technical personnel who are skilled and experienced in their respective callings and supervisory staff who are competent to adequately supervise the work at hand.

9.2 The Supplier confirms that it has entered into this Contract on the basis of a proper examination of the data relating to the System provided by the Purchaser and on the basis of information that the Supplier could have obtained from a visual inspection of the site (if access to the site was available) and of other data readily available to the Supplier relating to the System as at the date twenty-eight (28) days prior to bid submission. The Supplier acknowledges that any failure to acquaint itself with all such data and information shall not relieve its responsibility for properly estimating the difficulty or cost of successfully performing the Contract.

9.3 The Supplier shall be responsible for timely provision of all resources, information, and decision making under its control that are necessary to reach a mutually Agreed and Finalized Project Plan (pursuant to GCC Clause 19.2) within the time schedule specified in the Implementation Schedule in the Technical Requirements Section. Failure to provide such resources, information, and decision making may constitute grounds for termination pursuant to GCC Clause 41.2.

9.4 The Supplier shall acquire in its name all permits, approvals, and/or licenses from all local, state, or national government authorities or public service undertakings in the Purchaser’s Country that are necessary for the performance of the Contract, including, without limitation, visas for the Supplier’s and Subcontractor’s personnel and entry permits for all imported Supplier’s Equipment. The Supplier shall acquire all other permits, approvals, and/or licenses that are not the responsibility of the Purchaser under GCC Clause 10.4 and that are necessary for the performance of the Contract.

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9.5 The Supplier shall comply with all laws in force in the Purchaser’s Country. The laws will include all national, provincial, municipal, or other laws that affect the performance of the Contract and are binding upon the Supplier. The Supplier shall indemnify and hold harmless the Purchaser from and against any and all liabilities, damages, claims, fines, penalties, and expenses of whatever nature arising or resulting from the violation of such laws by the Supplier or its personnel, including the Subcontractors and their personnel, but without prejudice to GCC Clause 10.1. The Supplier shall not indemnify the Purchaser to the extent that such liability, damage, claims, fines, penalties, and expenses were caused or contributed to by a fault of the Purchaser.

9.6 The Supplier shall, in all dealings with its labor and the labor of its Subcontractors currently employed on or connected with the Contract, pay due regard to all recognized festivals, official holidays, religious or other customs, and all local laws and regulations pertaining to the employment of labour.

9.7 Any Information Technologies or other Goods and Services that will be incorporated in or be required for the System and other supplies shall have their Origin, as defined in GCC Clause 3.12, in a country that shall be an Eligible Country, as defined in GCC Clause 1.1 (e) (iv).

9.8 The Supplier shall permit the Purchaser to inspect the Supplier’s accounts and records relating to the performance of the Supplier and to have them audited by auditors appointed by the Purchaser, if so required by the Purchaser.

9.9 Other Supplier responsibilities, if any, are as stated in the SCC.

10.	Purchaser’s Responsibilities

10.1 The Purchaser shall ensure the accuracy of all information and/or data to be supplied by the Purchaser to the Supplier, except when otherwise expressly stated in the Contract.

10.2 The Purchaser shall be responsible for timely provision of all resources, information, and decision making under its control that are necessary to reach an Agreed and Finalized Project Plan (pursuant to GCC Clause 19.2) within the time schedule specified in the Implementation Schedule in the Technical Requirements Section. Failure to provide such resources, information, and decision making may constitute grounds for Termination pursuant to GCC Clause 41.3.1 (b).

10.3 The Purchaser shall be responsible for acquiring and providing legal and physical possession of the site and access to it, and for providing possession of and access to all other areas reasonably required for the proper execution of the Contract.

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10.4 If requested by the Supplier, the Purchaser shall use its best endeavors to assist the Supplier in obtaining in a timely and expeditious manner all permits, approvals, and/or licenses necessary for the execution of the Contract from all local, state, or national government authorities or public service undertakings that such authorities or undertakings require the Supplier or Subcontractors or the personnel of the Supplier or Subcontractors, as the case may be, to obtain.

10.5 In such cases where the responsibilities of specifying and acquiring or upgrading telecommunications and/or electric power services falls to the Supplier, as specified in the Technical Requirements, SCC, Agreed and Finalized Project Plan, or other parts of the Contract, the Purchaser shall use its best endeavours to assist the Xxxxxxxx.xx obtaining such services in a timely and expeditious manner.

10.6 The Purchaser shall be responsible for timely provision of all resources, access, and information necessary for the Installation and Operational Acceptance of the System (including, but not limited to, any required telecommunications or electric power services), as identified in the Agreed and Finalized Project Plan, except where provision of such items is explicitly identified in the Contract as being the responsibility of the Supplier. Delay by the Purchaser may result in an appropriate extension of the Time for Operational Acceptance, at the Supplier’s discretion.

10.7 Unless otherwise specified in the Contract or agreed upon by the Purchaser and the Supplier, the Purchaser shall provide sufficient, properly qualified operating and technical personnel, as required by the Supplier to properly carry out Delivery, Pre-commissioning, Installation, Commissioning, and Operational Acceptance, at or before the time specified in the Technical Requirements Section’s Implementation Schedule and the Agreed and Finalized Project Plan.

10.8 The Purchaser will designate appropriate staff for the training courses to be given by the Supplier and shall make all appropriate logistical arrangements for such training as specified in the Technical Requirements, SCC, the Agreed and Finalized Project Plan, or other parts of the Contract.

10.9 The Purchaser assumes primary responsibility for the Operational Acceptance Test(s) for the System, in accordance with GCC Clause 27.2, and shall be responsible for the continued operation of the System after Operational Acceptance. However, this shall not limit in any way the Supplier’s responsibilities after the date of Operational Acceptance otherwise specified in the Contract.

10.10 The Purchaser is responsible for performing and safely storing timely and regular backups of its data and Software in accordance with accepted data management principles, except where such responsibility is clearly assigned to the Supplier elsewhere in the Contract.

10.11 All costs and expenses involved in the performance of the obligations under this GCC Clause 10 shall be the responsibility of the Purchaser, save those to be incurred by the Supplier with respect to the performance of the Operational Acceptance Test(s), in accordance with GCC Clause 27.2.

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10.12 Other Purchaser responsibilities, if any, are as stated in the SCC.

C. PAYMENT

11.	Contract Price

11.1 The Contract Price shall be as specified in Article 2 (Contract Price and Terms of Payment) of the Contract Agreement.

11.2 The Contract Price shall be a firm lump sum not subject to any alteration, except:

(a)

in the event of a Change in the System pursuant to GCC Clause 39 or to other clauses in the Contract;

(b)

in accordance with the price adjustment formula (if any) specified in the SCC.

11.3 The Supplier shall be deemed to have satisfied itself as to the correctness and sufficiency of the Contract Price, which shall, except as otherwise provided for in the Contract, cover all its obligations under the Contract.

12.	Terms of Payment

12.1 The Supplier’s request for payment shall be made to Payment the Purchaser in writing, accompanied by an invoice describing, as appropriate, the System or Subsystem(s), Delivered, Pre-commissioned, Installed, and Operationally Accepted, and by documents submitted pursuant to GCC Clause 22.5 and upon fulfillment of other obligations stipulated in the Contract.

The Contract Price shall be paid as specified in the SCC.

12.2 No payment made by the Purchaser herein shall be deemed to constitute acceptance by the Purchaser of the System or any Subsystem(s).

12.3 Payments shall be made promptly by the Purchaser, but in no case later than forty five (45) days after submission of a valid invoice by the Supplier. In the event that the Purchaser fails to make any payment by its respective due date or within the period set forth in the Contract, the Purchaser shall pay to the Supplier interest on the amount of such delayed payment at the rate(s) specified in the SCC for the period of delay until payment has been made in full, whether before or after judgment or arbitration award.

12.4 All payments shall be made in the currency(ies) specified in the Contract Agreement, pursuant to GCC Clause 11. For Goods and Services supplied locally, payments shall be made in the currency of the Purchaser’s Country, unless otherwise specified in the SCC.

12.5 Unless otherwise specified in the SCC, payment of the foreign currency portion of the Contract Price for Goods supplied from outside the Purchaser’s Country shall be made to the Supplier through an irrevocable letter of credit opened by an authorized Purchaser in the Supplier’s Country and will be payable on presentation of the appropriate documents. It is agreed that the letter of credit will be subject to Article 10 of the latest revision of Uniform Customs and Practice for Documentary Credits, published by the International Chamber of Commerce, Paris.

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13.	Securities

13.1 Issuance of Securities

The Supplier shall provide the securities specified below in favor of the Purchaser at the times and in the amount, manner, and form specified below.

13.2 Advance Payment Security

13.2.1

As specified in the SCC, the Supplier shall provide a security equal in amount and currency to the advance payment, and valid until the System is Operationally Accepted.

13.2.2

The security shall be in the form provided in the Bidding Documents or in another form acceptable to the Purchaser. The amount of the security shall be reduced in proportion to the value of the System executed by and paid to the Supplier from time to time and shall automatically become null and void when the full amount of the advance payment has been recovered by the Purchaser. The way the value of the security is deemed to become reduced and, eventually, voided is as specified in the SCC. The security shall be returned to the Supplier immediately after its expiration.

13.3 Performance Security

13.3.1

The Supplier shall, -within twenty-eight (28) days of the notification of Contract award, provide a security for the due performance of the Contract in the amount and currency specified in the SCC.

13.3.2

The security shall be, in one of the following forms:

(a)

a Purchaser guarantee, in the form provided in the Sample Forms Section of the Bidding Documents, or an irrevocable letter of credit issued by a reputable Purchaser located in the Purchaser’s Country or outside the Purchaser’s Country, acceptable to the Purchaser; or

(b)

a cashier’s or certified check.

13.3.3

The security shall automatically become null and void once all the obligations of the Supplier under the Contract have been fulfilled, including, but not limited to, any obligations during the Warranty Period and any extensions to the period. The security shall be returned to the Supplier no later than thirty (30) days after its expiration.

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13.3.4

The security shall be reduced:

(a)

pro rata by the portion of the Contract Price payable for any Subsystem(s) that has achieved Operational Acceptance, if permitted by the Contract, on the date of such Operational Acceptance;

(b)

by the amount specified in the SCC, to reflect Operational Acceptance of the entire System, on the date of such Operational Acceptance, so that the reduced security would only cover the remaining warranty obligations of the Supplier.

14.	Taxes and Duties

14.1 For Goods or Services supplied from outside the Purchaser’s country, the Supplier shall be entirely responsible for all taxes, stamp duties, license fees, and other such levies imposed outside the Purchaser’s country. Any duties, such as importation or customs duties, and taxes and other levies, payable in the Purchaser’s country for the supply of Goods and Services from outside the Purchaser’s country are the_ responsibility of the Purchaser unless these duties or taxes have been made part of the Contract Price in Article 2 of the Contract Agreement and the Price Schedule it refers to, in which case these duties and taxes will be the Supplier’s responsibility.

14.2 For Goods or Services Supplied focally, the Supplier shall be entirely responsible for all taxes, duties, license fees, etc., incurred until delivery of the contracted Goods or Services to the Purchaser. The only exception are taxes or duties, such as value-added or sales tax or stamp duty as apply to, or are clearly identifiable, on the invoices and provided they apply in the Purchaser’s country; and only if these taxes, levies and/or duties are also excluded from the Contract Price in Article 2 of the Contract Agreement and the Price Schedule it refers to.

14.3 If any tax exemptions, reductions, allowances, or privileges may be available to the Supplier in the Purchaser’s Country, the Purchaser shall use its best efforts to enable the Supplier to benefit from any such tax savings to the maximum allowable extent.

14.4 For the purpose of the Contract, it is agreed that the Contract Price specified in Article 2 (Contract Price and Terms of Payment) of the Contract Agreement is based on the taxes, duties, levies, and charges prevailing at the date twenty-eight (28) days prior to the date of bid submission in the Purchaser’s Country (also called “Tax” in this GCC Clause 14.4). If any Tax rates are increased or decreased, a new Tax is introduced, an existing Tax is abolished, or any change in interpretation or application of any Tax occurs in the course of the performance of the Contract, which was or will be assessed on the Supplier, its Subcontractors, or their employees in connection with performance of the Contract, an equitable adjustment to the Contract Price shall be made to fully take into account any such change by addition to or reduction from the Contract Price, as the case may be.

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D. INTELLECTUAL PROPERTY

15.

15.1 The Intellectual Property Rights in all Standard Software and Standard Materials shall remain vested in the owner of such rights.

15.2 The Purchaser agrees to restrict use, copying, or duplication of the Standard Software and Standard Materials in accordance with GCC Clause 16, except that additional copies of Standard Materials may be made by the Purchaser for use within the scope of the project of which the System is a part, in the event that the Supplier does not deliver copies within thirty (30) days from receipt of a request for such Standard Materials.

15.3 The Purchaser’s contractual rights to use the Standard Software or elements of the Standard Software may not be assigned, licensed, or otherwise transferred voluntarily except in accordance with the relevant license agreement or as may be otherwise specified in the SCC.

15.4 As applicable, the Purchaser’s and Supplier’s rights and obligations with respect to Custom Software or elements of the Custom Software, including any license agreements, and with respect to Custom Materials or elements of the Custom Materials are specified the SCC. Subject to the SCC, the Intellectual Property Rights in all Custom Software and Custom Materials specified in Appendices 4 and 5 of the Contract Agreement (if any) shall, at the date of this Contract or on creation of the rights (if later than the date of this Contract), vest in the Purchaser. The Supplier shall do and execute or arrange for the doing and executing of each necessary act, document, and thing that the Purchaser may consider necessary or desirable to perfect the right, title, and interest of the Purchaser in and to those rights. In respect of such Custom Software and Custom Materials, the Supplier shall ensure that the holder of a moral right in such an item does not assert it, and the Supplier shall, if requested to do so by the Purchaser and where permitted by applicable law, ensure that the holder of such a moral right waives it.

15.5 The parties shall enter into such (if any) escrow arrangements in relation to the Source Code to some or all of the Software as are specified in the SCC and in accordance with the SCC.

16.	Software License Agreements

16.1 Except to the extent that the Intellectual Property Rights in the Software vest in the Purchaser, the Agreements Supplier hereby grants to the Purchaser license to access and use the Software, including all inventions, designs, and marks embodied in the Software.

Such license to access and use the Software shall:

(a) be:

(i)

nonexclusive;

(ii)

fully paid up and irrevocable (except that it shall terminate if the Contract terminates under GCC Clauses 41.1 or 41.3);

(iii)

valid throughout the territory of the Purchaser’s Country (or such other territory as specified in the SCC); and

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(iv)

subject to additional restrictions (if any) as specified in the SCC.

(b) permit the Software to be:

(i)

used or copied for use on or with the computer(s) for which it was acquired (if specified in the Technical Requirements and/or the Supplier’s bid), plus-- a backup computer(s) of the same or similar capacity, if the primary is(are) inoperative, and during a reasonable transitional period when use is being transferred between primary and backup;

(ii)

as specified in the SCC, used or copied for use on or transferred to a replacement computer(s), (and use on the original and replacement computer(s) may be simultaneous during a reasonable transitional period) provided that, if the Technical Requirements and/or the Supplier’s bid specifies a class of computer to which the license is restricted and unless the Supplier agrees otherwise in writing, the replacement computer(s) is(are) within that class;

(iii)

if the nature of the System is such as to permit such access, accessed from other computers connected to the primary and/or backup computer(s) by means of a local or wide-area network or similar arrangement, and used on or copied for use on those other computers to the extent necessary to that access;

(iv)

reproduced for safekeeping or backup purposes;

(v)

customized, adapted, or combined with other computer software for use by the Purchaser, provided that derivative software incorporating any substantial part of the delivered, restricted Software shall be subject to same restrictions as are set forth in this Contract;

(vi)

as specified in the SCC, disclosed to, and reproduced for use by, support service suppliers and their subcontractors, (and the Purchaser may sublicense such persons to use and copy for use the Software) to the extent reasonably necessary to the performance of their support service contracts, subject to the same restrictions as are set forth in this Contract; and

(vii)

disclosed to, and reproduced for use by, the Purchaser-and by such other persons as are specified in the SCC (and the Purchaser may sublicense such persons to use and copy for use the Software), subject to the same restrictions as are set forth in this Contract.

16.2 The Standard Software may be subject to audit by the Supplier, in accordance with the terms specified in the SCC, to verify compliance with the above license agreements.

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17.	Confidential

17.1 Except if otherwise specified in the SCC, the Purchaser and the Supplier (“the Receiving Party”) shall each keep confidential and shall not, without the written consent of the other party to this Contract (“the Disclosing Party”), divulge to any third party any documents, data, or other information of a confidential nature (“Confidential Information”):

(a)

furnished directly or indirectly by the Disclosing Party in connection with this Contract; or

(b)

where the Supplier is the Receiving Party, generated by the Supplier in the course of the performance of its obligations under the Contract and relating to the businesses, finances, suppliers, employees, or other contacts of the Purchaser or the Purchaser’s use of the System,

whether such information has been furnished or generated prior to, during, or following termination of the Contract (“Confidential Information”).

17.2 Notwithstanding the above:

(a)

the Supplier may furnish to its Subcontractor Confidential Information of the Purchaser to the extent reasonably required for the Subcontractor to perform its work under the Contract; and

(b)

the Purchaser may furnish Confidential Information of the Supplier: (i) to its support service suppliers and their subcontractors to the extent reasonably required for them to perform their work under their support service contracts; and (ii) to its affiliates and subsidiaries,

in which event the Receiving Party shall ensure that the person to whom it furnishes Confidential Information of the Disclosing Party is aware of and abides by the Receiving -Party’s obligations under this GCC Clause 17 as if that person were party to the Contract in place of the-Receiving Party.

17.3 The Purchaser shall not, without the Supplier’s prior written consent, use any Confidential Information received from the Supplier _for any purpose other than the operation, maintenance and further development of the System. Similarly, the Supplier shall not, without the Purchaser’s prior written consent, use any Confidential Information received from the Purchaser for any purpose other than those that are required for the performance of the Contract.

17.4 The obligation of a party under GCC Clauses 17.1, 171, and 17.3 above, however, shall not apply to that information which:

(a)

now or hereafter enters the public domain through no fault of the Receiving Party;

(b)

can be proven to have been possessed by the Receiving Party at the time of disclosure and that was not previously obtained, directly or indirectly, from the Disclosing Party;

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(c)

otherwise lawfully becomes available to the Receiving Party from a third party that has no obligation of confidentiality.

17.5 The above provisions of this GCC Clause 17 shall not in any way modify any undertaking of confidentiality given by either of the parties to this Contract prior to the date of the Contract in respect of the System or any part thereof.

17.6 The provisions of this GCC Clause 17 shall survive the termination, for whatever reason, of the Contract for three (3) years or such longer period as may be specified in the SCC.

E.	SUPPLY, INSTALLATION, TESTING, COMMISSIONING, AND ACCEPTANCE OF THE SYSTEM

18.	Representatives.

18.1 Project Manager

If the Project Manager is not named in the Contract, then within fourteen (14) days of the Effective Date, the Purchaser shall appoint and notify the Supplier in writing of the name of the Project Manager. The Purchaser may from time to time appoint some other person as the Project Manager in place of the person previously so appointed and shall give a notice of the name of such other person to the Supplier without delay. No such appointment shall be made at such a time or in such a manner as to impede the progress of work on the System. Such appointment shall take effect only upon receipt of such notice by the Supplier. Subject to the extensions and/or limitations specified in the SCC (if any), the Project Manager shall have the authority to represent the Purchaser on all day-to-day matters relating to the System or arising from the Contract. All notices, instructions, orders, certificates, approvals, and all other communications under the Contract shall be given by the Project Manager, except as otherwise provided for in this Contract.

All notices, instructions, information, and other communications given by the Supplier to the Purchaser under the Contract shall be given to the Project Manager, except as otherwise provided for in this Contract.

18.2 Supplier’s Representative

18.2.1

If the Supplier’s Representative is not named in the Contract, then within fourteen (14) days of the Effective Date, the Supplier shall appoint the Supplier’s Representative and shall request the Purchaser in writing to approve the person so appointed. The request must be accompanied by a detailed curriculum vitae for the nominee, as well as a description

18.2.2

of any other System or non-System responsibilities the nominee would retain while performing the duties of the Supplier’s Representative. If the Purchaser does not object to the appointment within fourteen (14) days, the Supplier’s Representative shall be deemed to have been approved. If the Purchaser objects to the appointment within fourteen (14) days giving the reason therefore, then the Supplier shall appoint a replacement within fourteen (14) days of such objection in accordance with this GCC Clause 18.2.1.

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18.2.3

Subject to the extensions and/or limitations specified in the SCC (if any), the Supplier’s Representative shall have the authority to represent the Supplier on all day-to-day matters relating to the System or arising from the Contract. The Supplier’s Representative shall give to the Project Manager all the Supplier’s notices, instructions, information, and all other communications under the Contract.

All notices, instructions, information, and all other communications given by the Purchaser or the Project Manager to the Supplier under the Contract shall be given to the Supplier’s Representative or, in its absence, its deputy, except as otherwise provided for in this Contract.

18.2.4

The Supplier shall not revoke the appointment of the Supplier’s Representative without the Purchaser’s prior written consent, which shall not be unreasonably withheld. If the Purchaser consents to such an action, the Supplier shall appoint another person of equal or superior qualifications as the Supplier’s Representative, pursuant to the procedure set out in GCC Clause 18.2.1.

18.2.5

The Supplier’s Representative and staff are obliged to work closely with the Purchaser’s Project Manager and staff, act within their own authority, and abide by directives issued by the Purchaser that are consistent with the terms of the Contract. The Supplier’s Representative is responsible for managing the activities of its personnel and any subcontracted

18.2.6

The Supplier’s Representative may, subject to the approval of the Purchaser (which shall not be unreasonably withheld), at any time delegate to any person any of the powers, functions, and authorities vested in him or her. Any such delegation may be revoked at any time. Any such delegation or revocation shall be subject to a prior notice signed by the Supplier’s Representative and shall specify the powers, functions, and authorities thereby delegated or revoked. No such delegation or revocation shall take effect unless and until a copy of such a notice has been delivered to the Purchaser and the Project Manager.

18.2.7

Any act or exercise by any person of powers, functions and authorities so delegated to him or her-in accordance with GCC Clause 18.2.5 shall- be deemed to be an act or exercise by the Supplier’s Representative.

18.3 Objections and Removals

18.3.1

The Purchaser may by notice to the Supplier object to any representative or person employed by the Supplier in the execution of the Contract who, in the reasonable opinion of the Purchaser, may have behaved inappropriately, be incompetent, or be negligent. The Purchaser shall provide evidence of the same, whereupon the Supplier shall remove such person from work on the System.

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18.3.2

if any representative or person employed by the Supplier is removed in accordance with GCC Clause 18.3.1, the Supplier shall, where required, promptly appoint a replacement.

19.	Project Plan

19.1 In close cooperation with the Purchaser and based on the Preliminary Project Plan included in the Supplier’s ,bid, the Supplier shall develop a Project Plan encompassing the activities specified in the Contract. The contents of the Project Plan shall be as specified in the SCC and/or Technical Requirements.

19.2 The Supplier shall formally present to the Purchaser the Project Plan in accordance with the procedure specified in the SCC.

19.3 If required, the impact on the Implementation Schedule of modifications agreed during finalization of the Agreed and Finalized Project Plan shall be incorporated in the Contract by amendment, in accordance with GCC Clauses 39 and 40.

19.4 The Supplier shall undertake to supply, install, test, and commission the System in accordance with the Agreed and Finalized Project Plan and the Contract

19.5 The Progress and other reports specified in the SCC shall be prepared by the Supplier and submitted to the Purchaser in the format and frequency specified in the Technical Requirements.

20.	Subcontracting

20.1 Appendix 3 (List of Approved Subcontractors) to the Contract Agreement specifies critical items of supply or services and a list of Subcontractors for each item that are considered acceptable by the Purchaser if no Subcontractors are listed for an item, the Supplier shall prepare a list of Subcontractors it considers qualified and wishes to be added to the list for such items. The Supplier may from time to time propose additions to or deletions from any such list. The Supplier shall submit any such list or any modification to the list- to the Purchaser for its approval in sufficient time so as not to impede the progress of work on the System. The Purchaser shall not withhold such approval unreasonably. Such approval by the Purchaser of a Subcontractor(s) shall not relieve the Supplier from any of its obligations, duties, or responsibilities under the Contract.

20.2 The Supplier may, at its discretion, select and employ Subcontractors for such critical items from those Subcontractors listed pursuant to GCC Clause 20.1 if the Supplier wishes to employ a Subcontractor not so listed, or subcontract an item not so listed, it must seek the Purchaser’s prior approval under GCC Clause 20.3.

20.3 For items for which pre-approved Subcontractor lists have not been specified in Appendix 3 to the Contract Agreement, the Supplier may employ such Subcontractors as it may select, provided: (i) the Supplier notifies the Purchaser in writing at least twenty-eight (28) days prior to the proposed mobilization date for such Subcontractor; and (ii) by the end of this period either the Purchaser has granted its approval in writing or fails to respond. The Supplier shall not engage any Subcontractor to which the Purchaser has objected in writing prior to the end of the notice period. The absence of a written objection by the Purchaser during the above specified period shall constitute formal acceptance of the proposed Subcontractor. Except to the extent that it permits the deemed approval of the Purchaser of Subcontractors not listed in the Contract Agreement, nothing in this Clause, however, shall limit the rights and obligations of either the Purchaser or Supplier as they are specified in GCC Clauses 20.1 and 20.2, in the SCC, or in Appendix 3 of the Contract Agreement

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21.	Design and Engineering

21.1 Technical Specifications and Drawings

21.1.1

The Supplier shall execute the basic and detailed design and the implementation activities necessary for successful installation of the System in compliance with the provisions of the Contract or, where not so specified, in accordance with good industry practice.

The Supplier shall be responsible for any discrepancies, errors or omissions in the specifications, drawings, and other technical documents that it has prepared, whether such’ specifications, drawings, and other documents have been approved by the Project Manager or not, provided that such discrepancies, errors, or omissions are not because of inaccurate information furnished in writing to the Supplier by or on behalf of the Purchaser.

21.1.2

The Supplier shall be entitled to disclaim responsibility for any design, data, drawing, specification, or other document, or any modification of such design, drawings, specification, or other documents provided or designated by or on behalf of the Purchaser, by giving a notice of such disclaimer to the Project Manager.

21.2 Codes and Standards

Wherever ‘references are made in the Contract to codes and standards in accordance with which the Contract shall be executed, the edition or the revised version of such codes and standards current at the date twenty-eight (28) days prior to date of bid submission shall apply unless otherwise specified in the SCC. During Contract execution, any changes in such codes and standards shall be applied after approval by the Purchaser and shall be treated in accordance with GCC Clause 39.3.

21.3 Approval/Review of Technical Documents by the Project Manager

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21.3.1

The Supplier shall prepare and furnish to the Project Manager the documents as specified in the SCC for the Project Manager’s approval or review.

Any part of the System covered by or related to the documents to be approved by the Project Manager shall be executed only after the Project Manager’s approval of these documents.

GCC Clauses 21.3.2 through 21.3.7 shall apply to those documents requiring the Project Manager’s approval, but not to those furnished to the Project Manager for its review only.

21.3.2

Within fourteen (14) days after receipt by the Project Manager of any document requiring the Project Manager’s approval in accordance with GCC Clause 21,3.1, the Project Manager shall either return one copy of the document to the Supplier with its approval endorsed on the document or shall notify the Supplier in writing of its disapproval of the document and the reasons for disapproval and the modifications that the Project Manager proposes. If the Project Manager fails to take such action within the fourteen (14) days, then the document shall be deemed to have been approved by the Project Manager.

21.3.3

The Project Manager shall not disapprove any document except on the grounds that the, document does not comply with some specified provision of the Contract or that it is contrary to good industry practice.

21.3.4

If the Project Manager disapproves the document, the Supplier shall modify the document and resubmit it for the Project Manager’s approval in accordance with GCC Clause 21.3.2. If the Project Manager approves the document subject to modification(s), the Supplier shall make the required modification(s), and the document shall then be deemed to have been approved, subject to GCC Clause 21.3.5. The procedure set out in GCC Clauses 21.3.2 through 21.3.4 shall be repeated, as appropriate, until the Project Manager approves such documents.

21.3.5

If any dispute or difference occurs between the Purchaser and the Supplier in connection with or arising out of the disapproval by the Project Manager of any document and/or any modification(s) to a document that cannot be settled between the parties within a reasonable period, then, in case the Contract Agreement includes and names an Adjudicator, such dispute or difference may be referred to the Adjudicator for determination in accordancewith GCC Clause 6.1 (Adjudicator). If such dispute or difference is referred to an Adjudicator, the Project Manager shall give instructions as to whether and if so, how, performance of the Contract is to proceed. The Supplier shall proceed with the Contract in accordance with the Project Manager’s instructions, provided that if the Adjudicator upholds the Supplier’s view on the dispute- and if the Purchaser has not given notice- under GCC Clause 6.1.2, then the Supplier shall be reimbursed by the Purchaser for any additional costs incurred by reason of such instructions and shall be relieved of such responsibility or liability in connection with the dispute and the execution of the instructions as the Adjudicator shall decide, and the Time for Achieving Operational Acceptance shall be extended accordingly.

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21.3.6

The Project Manager’s approval, with or without modification of the document furnished by the Supplier, shall not relieve the Supplier of any responsibility or liability imposed upon it by any provisions of the Contract except to the extent that any subsequent failure results from modifications required by the Project Manager or inaccurate information furnished in writing to the Supplier by or on behalf of the Purchaser.

21.3.7

The Supplier shall not depart from any approved document unless the Supplier has first submitted to the Project Manager an amended document and obtained the Project Manager’s approval of the document, pursuant to the provisions of this GCC Clause 21.3. If the Project Manager requests any change in any already approved document and/or in any document based on such an approved document, the provisions of GCC Clause 39 (Changes to the System) shall apply to such request.

22.	Procurement, Delivery and Transport

22.1 Subject to GCC Clause 14.2, the Supplier shall manufacture or procure and transport all the Information Technologies, Materials, and other Goods in an expeditious and orderly manner to the Project Site.

22.2 Delivery of the Information Technologies, Materials, and other Goods shall be made by the Supplier in accordance with the Technical Requirements.

22.3 Early or partial deliveries require the explicit written consent of the Purchaser, which consent shall not be unreasonably withheld.

22.4 Transportation

22.4.1

The Supplier shall provide such packing of the Goods as is required to prevent their damage or deterioration during shipment. The packing, marking, and documentation within and outside the packages shall comply strictly with the Purchaser’s instructions to the Supplier.

22.4.2

The Supplier, will bear responsibility for and cost of transport to the Project Sites in accordance with the terms and conditions used in the specification of prices in the Price Schedules, including the terms and conditions of the associated Incoterms_

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22.4.3

Unless otherwise specified in the SCC, The Supplier shall be free to use transportation through carriers registered in any eligible country and to obtain insurance from any eligible source country,

22.5 Unless otherwise specified in the SCC, the Supplier will provide the Purchaser with shipping and other documents, as specified below:

22.5.1

For Goods supplied from outside the Purchaser’s Country:

Upon shipment, the Supplier shall notify the Purchaser and the insurance company contracted by the Supplier to provide cargo insurance by telex, cable, facsimile, electronic mail, or EDI with the full details of the shipment. The Supplier shall promptly send the following documents to the Purchaser by mail or courier, as appropriate, with a copy to the cargo insurance company:

(a) two copies of the Supplier’s invoice showing the description of the Goods, quantity, unit price, and total amount;

(b) usual transportation documents;

(d) certificate(s) of origin; and

(e)

estimated time and point of arrival in the Purchaser’s Country and at the site.

22.5.2

For Goods supplied locally (i.e., from within the Purchaser’s country):

Upon shipment, the Supplier shall notify, the Purchaser by telex, cable, facsimile, electronic mail, or EDI with the full details of the shipment. The Supplier shall promptly send the following documents to the Purchaser by mail or courier, as appropriate:

(a) two copies of the Supplier’s invoice showing the Goods’ description, quantity, unit price, and total amount;

(b) delivery note, railway receipt, or truck receipt;

(d) certificate(s) of origin; and

(e) estimated time of arrival at the site.

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22.6 Customs Clearance

(a) The Purchaser will bear responsibility for, and cost of, customs clearance into the Purchaser’s country in accordance the particular Incoterm(s) used for Goods supplied from outside the Purchaser’s country in the Price Schedules referred to by Article 2 of the Contract Agreement.

(b) At the request of the Purchaser, the Supplier will make available a representative or agent during the process of customs clearance in the Purchaser’s country for goods supplied from outside the Purchaser’s country. In the event of delays in customs clearance that are not the fault of the Supplier:

(i)

the Supplier shall be entitled to an extension in the Time for Achieving Operational Acceptance, pursuant to GCC Clause 40;

(ii)

the Contract Price shall be adjusted to compensate the Supplier for any additional storage charges that the Supplier may incur as a result of the delay.

23.	Product Upgrades

23.1 At any point during performance of the Contract, should technological advances be introduced by the Supplier for Information Technologies originally offered by the Supplier in its bid and still to be delivered, the Supplier shall be obligated to offer to the Purchaser the latest versions of the available Information Technologies having equal or better performance or functionality at the same or lesser unit prices, pursuant to GCC Clause 39 (Changes to the System).

23.2 At any point during performance of the Contract, for Information Technologies still to be delivered, the Supplier will also pass on to the Purchaser any cost reductions and additional and/or improved support and facilities that it offers to other clients of the Supplier in the Purchaser’s Country, pursuant to GCC Clause 39 (Changes to the System).

23.3 During performance of the Contract, the Supplier shall offer to the Purchaser all -new versions, releases, and updates of Standard Software, as well as related documentation and technical support services, within thirty (30) days of their availability from the Supplier to other clients of the Supplier in the Purchaser’s Country, and no later than twelve (12) months after they are released in the country of origin in no case will the prices for these Software exceed those quoted by the Supplier in the Recurrent Costs Form in its bid.

23.4 During the Warranty Period, unless otherwise specified in the SCC, the Supplier will provide at no additional cost to the Purchaser all new versions, releases, and updates for all Standard Software that are used in the System, within thirty (30) days of their availability from the Supplier to other clients of the Supplier in the Purchaser’s country, and no later than twelve (12) months after they are released in the country of origin of the Software.

23.5 The Purchaser shall introduce all new versions, releases or updates of the Software within eighteen (18) months of receipt of a production-ready copy of the new version, release, or update, provided that the new version, release, or update does not adversely affect System operation or performance or require extensive reworking of the System. In cases where the new version, release, or update adversely affects System operation or performance, or requires extensive reworking of the System, the Supplier shall continue to support and maintain the version or release previously in operation for as long as necessary to allow introduction of the new version, release, or update. In no case shall the Supplier stop supporting or maintaining a version or release of the Software less than twenty four (24) months after the Purchaser receives a production-ready copy iota subsequent version, release, or update. The Purchaser shall use all reasonable endeavours to implement any new version, release, or update as soon as practicable, subject to the twenty-four-month-long stop date.

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24.	Implementation, Installation, and Other Services

24.1 The Supplier shall provide all Services specified in the Contract and Agreed and Finalized Project Plan in accordance with the highest standards of professional competence and integrity.

24.2 Prices charged by the Supplier for Services, if not included in the Contract, shall be agreed upon in advance by the parties (including, but not restricted to, any prices submitted by the Supplier in the Recurrent Cost Schedules of its Bid) and shall not exceed the prevailing rates charged by the Supplier to other purchasers in the Purchaser’s Country for similar services.

25.	Inspections and Tests

25.1 The Purchaser or its representative shall have the right to inspect and/or test any components of the System, as specified in the Technical Requirements, to confirm their good working order and/or conformity to the Contract at the point of delivery and/or at the Project Site.

25.2 The Purchaser and the Project Manager or their designated representatives shall be entitled to attend any such inspections and/or tests of the Components, provided that the Purchaser shall bear all costs and expenses incurred in connection with such attendance, including but not limited to all inspection agent fees, travel, and related expenses.

25.3 Should the inspected or tested components fail to conform to the Contract, the Purchaser may reject the component(s), and the Supplier shall either replace the rejected component(s), or make alterations as necessary so that it meets the Contract requirements free, of cost to the Purchaser.

25.4 The Project Manager may require the Supplier to carry out any inspection and/or test not specified in the Contract, provided that the Supplier’s reasonable costs and expenses incurred in the carrying out of such inspection and/or test shall be added to the Contract Price. Further, if such inspection and/or test impedes the progress of work on the System and/or the Supplier’s performance of its other obligations under the Contract, due allowance will be made in respect of the Time for Achieving Operational Acceptance and the other obligations so affected.

25.5 if any dispute or difference of opinion shall arise between the parties in connection with or caused by an inspection and/or with regard to any component to be incorporated in the System that cannot be settled amicably between the parties within a reasonable period of time, either party may invoke the process- pursuant to GCC Clause 6 (Settlement of Disputes), starting with referral of the matter to the Adjudicator in case an Adjudicator is included and named in the Contract Agreement.

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26.	Installation of the System

26.1 As soon as the System, or any Subsystem, has, in the opinion of the Supplier, been delivered, Pre-commissioned, and made ready for Commissioning and Operational Acceptance Testing in accordance with the Technical Requirements the SCC and the Agreed and Finalized Project Plan, the Supplier shall so notify the Purchaser in writing.

26.2 The Project Manager shall, within fourteen (14) days after receipt of the Supplier’s notice under GCC Clause 26.1, either issue an Installation Certificate in the form specified in the Sample Forms Section in the Bidding Documents, stating that the System, or major component or Subsystem (if Acceptance by major component or Subsystem is specified in the Contract), has achieved Installation by the date of the Supplier’s notice under GCC Clause 26.1, or notify the Supplier in writing of any defects and/or deficiencies, including, but not limited to, defects or deficiencies in the interoperability or integration of the various components and/or Subsystems making up the System. The Supplier shall use all reasonable endeavors to promptly remedy any defect and/or deficiencies that the Project Manager has notified the Supplier of. The Supplier shall then promptly carry out retesting of the System or Subsystem and, when in the Supplier’s opinion the System or Subsystem is ready for Commissioning and Operational Acceptance Testing, notify the Purchaser in writing, in accordance with GCC Clause 26.1. The procedure set out in this GCC Clause 26.2 shall be repeated, as necessary, until an Installation Certificate is issued.

26.3 If the Project Manager fails to issue the Installation Certificate and fails to inform the Supplier of any defects and/or deficiencies within fourteen (14) days after receipt of the Supplier’s notice under .GCC Clause 26.1, or if the Purchaser puts the System or a Subsystem into production operation, then the System (or Subsystem) shall be deemed to have achieved successful Installation as of the date of the Supplier’s notice or repeated notice, or when the Purchaser put the System into production operation, as the case may be.

27. Commissioning and Operational Acceptance

27.1.1

Commissioning of the System (or Subsystem if specified in the Contract) shall be commenced by the Supplier:

(a)

immediately after the Installation Certificate is issued by the Project Manager, pursuant to GCC Clause 26.2; or

(b)

as otherwise specified in the Technical Requirement or the Agreed and Finalized Project Plan; or

(c)

immediately after Installation is deemed to have occurred, under GCC Clause 26.3.

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27.1.2

The Purchaser shall supply the operating and technical personnel and all materials and information reasonably required to enable the Supplier to carry out its obligations with respect to Commissioning.

Production use of the System or Subsystem(s) shall not commence prior to the start of formal Operational Acceptance Testing.

27.2 Operational Acceptance Tests

27.2.1

The Operational Acceptance Tests (and repeats of such tests) shall be the primary responsibility of the Purchaser (in accordance with GCC Clause 10.9), but shall be conducted with the full cooperation of the Supplier during Commissioning of the System (or Subsystem[s] if specified in the Contract), to ascertain whether the System (or major component or Subsystem[s]) conforms to the Technical Requirements and meets the standard of performance quoted in the Supplier’s bid, including, but not restricted to, the functional and technical performance requirements. The Operational Acceptance Tests during Commissioning will be conducted as specified in the SCC, the Technical Requirements and/or the Agreed and Finalized Project Plan.

At the Purchaser’s discretion, Operational Acceptance Tests may also be performed on replacement Goods, upgrades and new version releases, and Goods that are added or field-modified after Operational Acceptance of the System.

27.2.2

If for reasons attributable to the Purchaser, the Operational Acceptance Test of the System (or Subsystem[s] or major component if allowed by the SCC and/or the Technical Specifications) cannot be successfully completed within the period specified in the SCC, from the date of Installation or any other period agreed upon in writing by the Purchaser and the Supplier, the Supplier shall be deemed to have fulfilled its obligations with respect to the technical and functional aspects of the Technical Specifications, SCC and/or the Agreed and Finalized Project Plan, and GCC Clause 28.2 and 28.3 shall not apply.

27.3 Operational Acceptance

(a)

Subject to GCC Clause 27.4 (Partial Acceptance) below, Operational Acceptance shall occur in respect of the System, when

(b)

the Operational Acceptance Tests, as specified in the Technical Requirements, and/or SCC and/or the Agreed and Finalized Project Plan have been successfully completed; or

(c)

the Operational Acceptance Tests have not been successfully completed or have not been carried out for reasons that are attributable to the Purchaser within the period from the date of Installation or any other agreed-upon period as specified in GCC Clause 27.2.2 above; or

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(d)

the Purchaser has put the System into production or use for sixty (60) consecutive days. If the System is put into production or use in this manner, the Supplier shall notify the Purchaser and document such use.

27.3.2

At any time after any of the events set out in GCC Clause 27.3.1 have occurred, the Supplier may give a notice to the Project Manager requesting the issue of an - Operational Acceptance Certificate.

27.3.3

After consultation with the Purchaser, and within fourteen (14) days after receipt of the Supplier’s notice, the Project Manager shall:

(a)

issue an Operational Acceptance Certificate; or

(b)

notify the Supplier in writing of any defect or deficiencies or other reason for the failure of the Operational Acceptance Tests; or

(c)

issue the Operational Acceptance Certificate, if the situation covered by GCC Clause 27.3.1 (b) arises.

27.3.4 The Supplier shall use all reasonable endeavors to promptly remedy any defect and/or deficiencies and/or other reasons for the failure of the Operational Acceptance Test that the Project Manager has notified the Supplier of. Once such remedies have been made by the Supplier, the Supplier shall notify the Purchaser, and the Purchaser, with the full cooperation of the Supplier, shall use all reasonable endeavors to promptly carry out retesting of the System or Subsystem. Upon the successful conclusion of the Operational Acceptance Tests, the Supplier shall notify the Purchaser of its request for Operational Acceptance Certification, in accordance with GCC Clause 27.3.3. The Purchaser shall then issue to the Supplier the Operational Acceptance Certification in accordance with GCC Clause 27.3.3 (a), or shall notify the Supplier of further defects, deficiencies, or other reasons for the failure of the Operational Acceptance Test. The procedure set out in this GCC Clause 27.3.4 shall be repeated, as necessary, until an Operational Acceptance Certificate is issued.

27.3.5

If the System or Subsystem fails to pass the Operational Acceptance Test(s) in accordance with GCC Clause 27.2, then either:

(a)

the Purchaser may consider terminating the Contract, pursuant to GCC Clause 41.2.2;

(b)

if the failure to achieve Operational Acceptance within the specified time period is a result of the failure of the Purchaser to fulfill its obligations under the Contract, then the Supplier shall be deemed to have fulfilled its obligations with respect to the relevant technical and functional aspects of the Contract, and GCC Clauses 30.3 and 30.4 shall not apply.

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27.3.6

If within fourteen (14) days after receipt of the Supplier’s notice the Project Manager fails to issue the Operational Acceptance Certificate or fails to inform the Supplier in writing of the justifiable reasons why the Project Manager has not issued the Operational Acceptance Certificate, the System or Subsystem shall be deemed to have been accepted as’ of the date of the Supplier’s said notice.

27.4 Partial Acceptance

27.4.1

If specified in the Contract, Installation and Commissioning shall be carried out individually for each identified major component or Subsystem(s) of the System. In this event, the provisions in the Contract relating to Installation and Commissioning, including the Operational Acceptance Test, shall apply to each such major component or Subsystem individually, and Operational Acceptance Certificate(s) shall be issued accordingly for each such major component or Subsystem of the System, subject to the limitations contained in GCC Clause 27.4.2.

27.4.2

The issuance of Operational Acceptance Certificates for individual major components or Subsystems pursuant to GCC Clause 27.4.1 shall not relieve the Supplier of its obligation to obtain an Operational Acceptance Certificate for the System as a whole (if specified in the Contract) once all major components and Subsystems have been supplied, installed, tested, and commissioned.

27.4.3

In the case of minor components for the System that by their nature do not require Commissioning or an Operational Acceptance Test (e.g., minor fittings, furnishings or site works, etc.), the Project Manager shall issue an Operational Acceptance Certificate within fourteen (14) days after the fittings and/or furnishings have been delivered and/or installed or the site works have been completed. The Supplier shall, however, use all reasonable endeavors to promptly remedy any defects or deficiencies in such minor components detected by the Purchaser or Supplier.

F. GUARANTEES AND LIABILITIES

28.	Operational Acceptance Time Guarantee

28.1 The Supplier guarantees that it shall complete the supply, Installation, Commissioning, and achieve Operational Acceptance of the System (or Subsystems, if specified in the Contract) within the time periods specified in the Implementation Schedule in the Technical Requirements Section and/or the Agreed and Finalized Project Plan pursuant to GCC Clause 8.2, or within such extended time to which the Supplier shall be entitled under GCC Clause 40 (Extension of Time for Achieving Operational Acceptance).

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28.2 If the Supplier fails to supply, install, commission, and achieve Operational Acceptance of the System (or Subsystems if specified in the Contract) within the time for achieving Operational Acceptance specified in the Implementation Schedule in the Technical Requirement or the Agreed and Finalized Project Plan, or any extension of the time for achieving Operational Acceptance previously granted under GCC Clause 40 (Extension of Time for Achieving Operational Acceptance), the Supplier shall pay to the Purchaser liquidated damages at the rate specified in the SCC as a percentage of the Contract Price, or the relevant part of the Contract Price if a Subsystem has not achieved Operational Acceptance. The aggregate amount of such liquidated damages shall in no event exceed the amount specified in the SCC (“the Maximum”). Once the Maximum is reached, the Purchaser may consider termination of the Contract, pursuant to GCC Clause 41.2.2.

28.3 Unless otherwise specified in the SCC, liquidated damages payable under GCC Clause 28.2 shall apply only to the failure to achieve Operational Acceptance of the System (and Subsystems) as specified in the Implementation Schedule in the Technical Requirements and/or Agreed and Finalized Project Plan, This Clause 28-.3 shall not limit, however, any other rights or remedies the Purchaser may have under the Contract for other delays.

28.4 If liquidated damages are claimed by the Purchaser for the System (or Subsystem), the Supplier shall have no further liability whatsoever to the -Purchaser in respect to the Operational Acceptance time guarantee for the System (or Subsystem). However, the payment of liquidated damages shall not in any way relieve the Supplier from any of its obligations to complete the System or from any other of its obligations and liabilities under the Contract.

29.	Defect Liability

29.1 The Supplier warrants that the System, including all Information Technologies, Materials, and other Goods supplied and Services provided, shall be free from defects in the design, engineering, Materials, and workmanship that prevent the System and/or any of its components from fulfilling the Technical Requirements or that limit in a material fashion the performance, reliability, or extensibility of the System and/or Subsystems. Exceptions and/or limitations, if any, to this warranty with respect to Software (or categories of Software), shall be as specified in the SCC. Commercial warranty provisions of products supplied under the Contract shall apply to the extent that they do not conflict with the provisions of this Contract.

29.2 The Supplier also warrants that the Information Technologies, Materials, and other Goods supplied under the Contract are new, unused, and incorporate all recent improvements in design that materially affect the System’s or Subsystem’s ability to fulfill the Technical Requirements.

29.3 In addition, the Supplier warrants that: (i) all Goods components to be incorporated into the System form part of the Supplier’s and/or Subcontractor’s current product lines, (ii) they have been previously released to the market, and (iii) those specific items identified in the SCC (if any) have been in the market for at least the minimum periods specified in the SCC.

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29.4 The Warranty Period shall commence from the date of Operational Acceptance of the System (or of any major component or Subsystem for which separate Operational Acceptance is provided for in the Contract) and shall extend for the length of time specified in the SCC.

29.5 If during the Warranty Period any defect as ‘described in GCC Clause 29.1 should be found in .7 the design, engineering, Materials, and workmanship of the Information Technologies and other Goods supplied or of the Services provided by the Supplier, the Supplier shall promptly, in consultation and agreement with the Purchaser regarding appropriate remedying of the defects, and at its sole cost, repair, replace, or otherwise make good (as the Supplier shall, at its discretion, determine) such defect as well as any damage to the System caused by such defect. Any defective Information Technologies or other Goods that have been replaced by the Supplier shall remain the property of the Supplier.

29.6 The Supplier shall not be responsible for the repair, replacement, or making good of any defect or of any damage to the System arising out of or resulting from any of the following causes:

(a) improper operation or maintenance of the System by the Purchaser;

(b) normal wear and tear;

(c) use of the System with items not supplied by the .Supplier, unless otherwise identified in the Technical Requirements, or approved by the Supplier; or

(d) modifications made to the System by the Purchaser, or a third party, not approved by the Supplier.

29.7 The Supplier’s obligations under this GCC Clause 29 shall not apply to:

(a) any materials that are normally consumed in operation or have a normal life shorter than the Warranty Period; or

(b) any designs, specifications, or other data designed, supplied, or specified by or on behalf of the Purchaser or any matters for which the Supplier has disclaimed responsibility, in accordance with GCC Clause 21.1.2.

29.8 The Purchaser shall give the Supplier a notice promptly following the discovery of such defect, stating the nature of any such defect together with all available evidence, The Purchaser shall afford all reasonable opportunity for the Supplier to inspect any such defect. The Purchaser shall afford the Supplier all necessary access to the System and the site to enable the Supplier to perform its obligations under this GCC Clause 2.9.

29.9 The Supplier may, with the consent of the Purchaser, remove from the site any Information Technologies and other Goods that are defective, if the-nature of the defect, and/or any damage to the System caused by the defect, is such that repairs cannot be expeditiously carried out at the site. If the repair, replacement, or making good is of such a character that it may affect the efficiency of the System, the Purchaser may give the Supplier notice requiring that tests of the defective part be made by the Supplier immediately upon completion of such remedial work, whereupon the Supplier shall carry out such tests.

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If such part fails the tests, the Supplier shall carry out further repair, replacement, or making good (as the case may be) until that part of the System passes such tests. The tests shall be agreed upon by the Purchaser and the Supplier.

29.10 If the Supplier fails to commence the work necessary to remedy such defect or any damage to the System caused by such defect within the time period specified in the SCC, the Purchaser may, following notice to the Supplier, proceed to do such work or contract a third party (or parties) to do such work, and the reasonable costs incurred by the Purchaser in connection with such work shall be paid to the Purchaser by the Supplier or may be deducted by the Purchaser from any monies due the Supplier or claimed under the Performance Security.

29.11 If the System or Subsystem cannot be used by reason of such defect and/or making good of such defect, the Warranty Period for the System shall be extended by a period equal to the period during which the System or Subsystem could not be used by the Purchaser because of such defect and/or making good of such defect.

29.12 Items substituted for defective parts of the System during the Warranty Period shall be covered by the Defect Liability Warranty for the remainder of the Warranty Period applicable for the part replaced or three (3) months, whichever is greater.

29.13 At the request of the Purchaser and without prejudice to any other rights and remedies that the Purchaser may have against the Supplier under the Contract, the Supplier will offer all possible assistance to the Purchaser to seek warranty services or remedial action from any subcontracted third-party producers or licensor of Goods included in the System, including without limitation assignment or transfer in favor of the Purchaser of the benefit of any warranties given by such producers or licensors to the Supplier.

30.	Functional

30.1 The Supplier guarantees that, once the Operational Guarantees Acceptance Certificate(s) has been issued, the System represents a complete, integrated solution to the Purchaser’s requirements set forth in the Technical Requirements and it conforms to all other aspects of the Contract. The Supplier acknowledges that GCC Clause 27 regarding Commissioning and Operational Acceptance governs how technical conformance of the System to the Contract requirements will be determined.

30.2 “Year 2000 Compliance.” The Supplier warrants that the DLSs and Technologies being supplied under this Contract are designed or modified, and fully tested, to operate without interruption or manual intervention in compliance with Contract requirements for dates before and after 2000 AD, including correct treatment of year 2000 as a leap year, date data century recognition, calculations that accommodate same-century and multi-century formulas and date values, and date data interface fields that allow the specification of century.

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30.3 If, for reasons attributable to the Supplier, the System does not conform to the Technical Requirements or does not conform to all other aspects of the Contract, the Supplier shall at its cost and expense make such changes, modifications, and/or additions to the System as may be necessary to conform to the Technical Requirements and meet all functional and performance standards. The Supplier shall notify the Purchaser upon completion of the necessary changes, modifications, and/or additions and shall request the Purchaser to repeat the Operational Acceptance Tests until the System achieves Operational Acceptance.

30.4 If the System (or Subsystem[s]) fails to achieve Operational Acceptance, the Purchaser may consider termination of the Contract, pursuant to GCC Clause 41.2.2, and forfeiture of the Supplier’s performance security in accordance with GCC Clause 13.3 in compensation for the extra costs and delays likely to result from this failure.

31.	Intellectual Property Rights Warranty

31.1 The Supplier hereby represents and warrants that:

(a)

the System as supplied, installed, tested, and accepted;

(b)

use of the System in accordance with the Contract; and

(c)

copying of the Software and Materials provided to the Purchaser in accordance with the Contract

do not and will not infringe any intellectual- Property Rights held by any third party and that it has all necessary rights or at its sole expense shall have secured in writing all transfers of rights and other consents necessary to make the assignments, licenses, and other transfers of Intellectual Property Rights and the warranties set forth in the Contract, and for the Purchaser to own or exercise all Intellectual Property Rights as provided in the Contract. Without limitation, the Supplier shall secure all necessary written agreements, consents, and transfers of rights from its employees and other persons or entities whose services are used for development of the System.

32.	Intellectual Property Rights Indemnity

32.1 The Supplier shall indemnify and hold harmless the Purchaser and its employees and officers from and against any and all losses, liabilities, and costs (including losses, liabilities, and costs incurred in defending a claim alleging such a liability), that the Purchaser or its employees or officers may suffer as a result of any infringement or alleged infringement of any Intellectual Property Rights by reason of:

(a)

installation of the System by the Supplier or the use of the System, including the Materials, in the country where the site is located;

(b)

copying of the Software and Materials provided the Supplier in accordance with the Agreement; and

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(c)

sale of the products produced by the System in any country, except to the extent that such losses, liabilities, and costs arise as a result of the Purchaser’s breach of GCC Clause 32.2.

32.2 Such indemnity shall not cover any use of the System, including the Materials, other than for the purpose indicated by or to be reasonably inferred from the Contract, any infringement resulting from the use of the System, or any products of the System produced thereby in association or combination with any other goods or services not supplied by the Supplier, where the infringement arises because of such association or combination and not because of use of the System in its own right.

32.3 Such indemnities shall also not apply if any claim of infringement:

(a)

is asserted by a parent, subsidiary, or affiliate of the Purchaser’s organization;

(b)

is a direct result of a design mandated by the Purchaser’s Technical Requirements and the possibility of such infringement was duly noted in the Supplier’s Bid; or

(c)

results from the alteration of the System, including the Materials, by the Purchaser or any persons other than the Supplier or a person authorized by the Supplier.

32.4 If any proceedings are brought or any claim is made against the Purchaser arising out of the matters referred to in GCC Clause 32.1, the Purchaser shall promptly give the Supplier notice of such proceedings or claims, and the Supplier may at its own expense and in the Purchaser’s name conduct such proceedings or claim and any negotiations for the settlement of any such proceedings or claim.

If the Supplier fails to notify the Purchaser within twenty-eight (28) days after receipt of such notice that it intends to conduct any such proceedings or claim, then the Purchaser shall be free to conduct the same on its own behalf. Unless the Supplier has so failed to notify the Purchaser within the twenty-eight (28) days, the Purchaser shall make no admission that may be prejudicial to the defense of any such proceedings or claim. The Purchaser shall, at the Supplier’s request, afford all available assistance to the Supplier in conducting such proceedings or claim and shall be reimbursed by the Supplier for all reasonable expenses incurred in so doing.

32.5 The Purchaser shall indemnify and hold harmless the Supplier and its employees, officers, and Subcontractors from and against any and all losses, liabilities, and costs (including losses, liabilities, and costs incurred in defending a claim alleging such a liability) that the Supplier or its employees, officers, or Subcontractors may suffer as a result of any infringement or alleged infringement of any Intellectual Property Rights arising out of or in connection with any design, data, drawing, specification, or other documents or materials provided to the Supplier in connection with this Contract by the Purchaser or any persons (other than the Supplier) contracted by the Purchaser, except to the extent that such losses, liabilities, and costs arise as a result of the Supplier’s breach of GCC Clause 32.8.

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32.6 Such indemnity shall not cover any use of the design, data, drawing, specification, or other documents or materials, other than for the purpose indicated by or to be reasonably inferred from the Contract, or any infringement resulting from the use of the design, data, drawing, specification, or other documents or materials, or any products produced thereby, in association or combination with any other Goods or Services not provided by the Purchaser or any other person contacted by the Purchaser, where the infringement arises because of such association or combination and not because of the use of the design, data, drawing, specification, or other documents or materials in its own right.

32.7 Such indemnities shall also not apply:

(a)

if any claim of infringement is asserted by a parent, subsidiary, or affiliate of the Supplier’s organization;

(b)

to the extent that any claim of infringement caused by the alteration, by the Supplier, or any persons contracted by the Supplier, of the design, data, drawing, specification, or other documents or materials provided to the Supplier by the Purchaser or any persons contracted by the Purchaser.

32.8 If any proceedings are brought or any claim is made against the Supplier arising out of the matters referred to in GCC Clause 32.5, the Supplier shall promptly give the Purchaser notice of such proceedings or claims, and the Purchaser may at its own expense and in the Supplier’s name conduct such proceedings or claim and any negotiations for the settlement of any such proceedings or claim. If the Purchaser fails to notify the Supplier within twenty-eight (28) days after receipt of such notice that it intends to conduct any such proceedings or claim, then the Supplier shall be free to conduct the same on its own behalf. Unless the Purchaser has so failed to notify the Supplier within the twenty-eight (28) days, the Supplier shall make no admission that may be prejudicial to the defense of any such proceedings or claim. The Supplier shall, at the Purchaser’s request, afford all available assistance to the Purchaser in conducting such proceedings or claim and shall be reimbursed by the Purchaser for all reasonable expenses incurred in so doing.

33.	Limitation of Liability

33.1 Provided the following does not exclude or limit any liabilities of either party in ways not permitted by applicable law:

(a)

the Supplier shall not be liable to the Purchaser, whether in contract, tort, or otherwise, for any indirect or consequential loss or damage, loss of use, loss of production, or loss of profits or interest costs, provided that this exclusion shall not apply to any obligation of the Supplier to pay liquidated damages to the Purchaser; and

(b)

the aggregate liability of the Supplier to the Purchaser, whether under the Contract, in tort or otherwise, shall not exceed the total Contract Price, provided that this limitation shall not apply to any obligation of the Supplier to indemnify the Purchaser with respect to intellectual property rights infringement.

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G. RISK DISTRIBUTION

34.	Transfer Ownership

34.1 With the exception of Software and Materials, the ownership of the Information Technologies and other Goods shall be transferred to the Purchaser at the time of Delivery or otherwise under terms that may be agreed upon and specified in the Contract Agreement.

34.2 Ownership and the terms of usage of the Software and Materials supplied under the Contract shall be governed by GCC Clause 15 (Copyright) and any elaboration in the Technical Requirements.

34.3 Ownership of the Supplier’s Equipment used by the Supplier and its Subcontractors in connection with the Contract shall remain with the Supplier or its Subcontractors.

35.	Care of the System

35.1 The Purchaser shall become responsible for the care System and custody of the System or Subsystems upon their Delivery. The Purchaser shall make good at its own cost any loss or damage that may occur to the System or Subsystems from any cause from the date of Delivery until the date of Operational Acceptance of the System or Subsystems, pursuant to GCC Clause 27 (Commissioning and Operation-at Acceptance), excepting such loss or damage arising from acts or omissions of the Supplier, its employees, or subcontractors.

35.2 If any loss or damage occurs to the System or any part of the System by reason of:

(a)

(insofar as they relate to the country where the Project Site is located) nuclear reaction, nuclear radiation, radioactive contamination, a pressure wave caused by aircraft or other aerial objects, or any other occurrences that an experienced contractor could not reasonably foresee, or if reasonably foreseeable could not reasonably make provision for or insure against, insofar as such risks are not normally insurable on the insurance market and are mentioned in the general exclusions of the policy of insurance taken out under GCC Clause 37;

(b)

any use not in accordance with the Contract, by the Purchaser or any third party ;

(c)

any use of or reliance upon any design, data, or specification provided or designated by or on behalf of the Purchaser, or any such matter for which the Supplier has disclaimed responsibility in accordance with GCC Clause 21.1.2,

the Purchaser shall pay to the Supplier all sums payable in respect of the System or Subsystems that have achieved Operational Acceptance, notwithstanding that the same be lost, destroyed, or damaged if the Purchaser requests the Supplier in writing to make good any loss or damage to the System thereby occasioned, the Supplier shall make good the same at the cost of the Purchaser in accordance with GCC Clause 39. If the Purchaser does not request the Supplier in writing to make good any loss or damage to the System thereby occasioned, the Purchaser shall either request a change in accordance with GCC Clause 39, excluding the performance of that part of the System thereby lost, destroyed, or damaged, or, where the loss or damage affects a substantial part of the System, the Purchaser shall terminate the Contract pursuant to GCC Clause 41.1.

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35.3 The Purchaser shall be liable for any loss of or damage to_ any Supplier’s Equipment which the Purchaser has authorized to locate within the Purchaser’s premises for use in fulfillment of Supplier’s obligations under the Contract, except where such loss or damage arises from acts or omissions -of the Supplier, its employees, or subcontractors.

36.	Loss of or Damage to Property; Accident or Injury to Workers; Indemnification

36.1 The Supplier and each and every Subcontractor shall abide by the job safety, insurance, customs, and immigration measures prevalent and laws in force in the Purchaser’s Country.

36.2 Subject to GCC Clause 36.3, the Supplier shall indemnify and-hold harmless the Purchaser and its employees and officers from and against any and all losses, liabilities and costs (including losses, liabilities, and costs incurred in defending a claim alleging such a liability) that the Purchaser or its employees or officers may suffer as a result of the death or injury of any person or loss of or damage to any property (other than the System, whether accepted or not) arising in connection with the supply, installation, testing, and Commissioning of the System and by reason of the negligence of the Supplier or its Subcontractors, or their employees, officers or agents, except any injury, death, or property damage caused by the negligence of the Purchaser, its contractors, employees, officers, or agents.

36.3 If any proceedings are brought or any claim is made against the Purchaser that might subject the Supplier to liability under GCC Clause 36.2, the Purchaser shall promptly give the Supplier notice of such proceedings or claims, and the Supplier may at its own expense and in the Purchaser’s name conduct such proceedings or claim and any negotiations for the settlement of any such proceedings or claim. If the Supplier fails to notify the Purchaser within twenty-eight (28) days after receipt of such notice that it intends to conduct any such proceedings or claim, then the Purchaser shall be free to conduct the same on its own behalf. Unless the Supplier has so failed to notify the Purchaser within the twenty-eight (28) day period, the Purchaser shall make no admission that may be prejudicial to the defense of any such proceedings or claim. The Purchaser shall, at the Supplier’s request, afford all available assistance to the Supplier in conducting such proceedings or claim and shall be reimbursed by the Supplier for all reasonable expenses incurred in so doing.

36.4 The Purchaser shall indemnify and hold harmless the Supplier and its employees, officers, and Subcontractors from any and all losses, liabilities, and costs (including losses, liabilities, and costs incurred in defending a claim alleging such a liability) that the Supplier or its employees, officers, or Subcontractors may suffer as a result of the death or personal injury of any person or loss of or damage to property of the Purchaser, other than the System not yet achieving Operational Acceptance, that is caused by fire, explosion, or any other perils, in excess of the amount recoverable from insurances procured under GCC Clause 37 (Insurances), provided that such fire, explosion, or other perils were not caused by any act or failure of the Supplier.

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36.5 If any proceedings are brought or any claim is made against the Supplier that might subject the Purchaser to liability under GCC Clause 36.4, the Supplier shall promptly give the Purchaser notice of such proceedings or claims, and the Purchaser may at its own expense and in the Supplier’s name conduct such proceedings or claim and any negotiations for the settlement of any such proceedings or claim if the Purchaser fails to notify the Supplier within twenty-eight (28) days after receipt of such notice that it intends to conduct any such proceedings or claim, then the Supplier shall be free to conduct the same on its own behalf. Unless the Purchaser has so failed to notify the Supplier within the twenty-eight (28) days, the Supplier shall make no admission that may be prejudicial to the defense of any such proceedings or claim. The Supplier shall, at the Purchaser’s request, afford all available assistance to the Purchaser in conducting such proceedings or claim and shall be reimbursed by the Purchaser for all reasonable expenses incurred in so doing.

36.6 The party entitled to the benefit of an indemnity under this GCC Clause 36 shall take all reasonable measures to mitigate any loss or damage that has occurred. If the party fails to take such measures, the other party’s liabilities shall be correspondingly reduced.

37.	Insurances

37.1 The Supplier shall at its expense take out and maintain in effect, or cause to be taken out and maintained in effect, during the performance of the Contract, the insurance set forth below. The identity of the insurers and the form of the policies shall be subject to the approval of the Purchaser, who should not unreasonably withhold such approval.

(a) Cargo Insurance During Transport

as applicable, 110 percent of the price of the Information Technologies and other Goods in a freely convertible currency, covering the Goods from physical loss or damage during shipment through receipt at the Project Site

(b) Installation “All Risks” Insurance

as applicable, 110 percent of the price of the Information Technologies and other Goods covering the Goods at the site from all risks of physical loss or damage (excluding only perils commonly excluded under “all risks” insurance policies of this type by reputable insurers) occurring prior to Operational Acceptance of the System.

On terms as specified in the SCC, covering bodily injury or death suffered by third parties (including the Purchaser’s personnel) and loss of or damage to property (including the Purchaser’s property and any Subsystems that have been accepted by the Purchaser) occurring in connection with the supply and installation of the DLS.

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(d) Automobile Liability Insurance

In accordance with the statutory requirements prevailing in the Purchaser’s Country, covering use of all vehicles used by the Supplier or its Subcontractors (whether or not owned by them) in connection with the execution of the Contract.

(e) Other Insurance (if any), as specified in the SCC.

37.2 The Purchaser shall be named as co-insured under all insurance policies taken out by the Supplier pursuant to GCC Clause 37.1, except for the Third-Party Liability, and the Supplier’s Subcontractors shall be named as co-insured under all insurance policies taken out by the Supplier pursuant to GCC Clause 37.1 except for Cargo Insurance During Transport. All insurer’s rights of subrogation against such co-insured for losses or claims arising out of the performance of the Contract shall be waived under such policies.

37.3 The Supplier shall deliver to the Purchaser certificates of insurance (or copies of the insurance policies) as evidence that the required policies are in full force and effect.

37.4 The Supplier shall ensure that, where applicable; its Subcontractor(s) shall take out and maintain in effect adequate insurance policies for their personnel and vehicles and for work executed by them under the Contract, unless such Subcontractors are covered by the policies taken out by the Supplier.

37.5 If the Supplier fails to take out and/or maintain in effect the insurance referred to in GCC Clause 37.1, the Purchaser may take out and maintain in effect any such insurance and may from time to time deduct from any amount due the Supplier under the Contract any premium that the Purchaser shall have paid to the insurer or may otherwise recover such amount as a debt due from the Supplier.

37.6 Unless otherwise provided in the Contract, the Supplier shall prepare and conduct all and any claims made under the policies effected by it pursuant to this GCC Clause 37, and all monies payable by any insurers shall be paid to the Supplier. The Purchaser shall give to the Supplier all such reasonable assistance as may be required by the Supplier in connection with any claim under the relevant insurance policies. With respect to insurance claims in which the Purchaser’s interest is involved, the Supplier shall not give any release or make any compromise with the insurer without the prior written consent of the Purchaser. With respect to insurance claims in which the Supplier’s interest is involved, the Purchaser shall not give any release or make any compromise with the insurer without the prior written consent of the Supplier.

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38.	Force Majeure

38.1 “Force Majeure” shall mean any event beyond the reasonable control of the Purchaser or of the Supplier, as the case may be, and which is unavoidable notwithstanding the reasonable care of the party affected and shall include, without limitation, the following:

(a)

war, hostilities, or warlike operations (whether a state of war be declared or not), invasion, act of foreign enemy, and civil war;

(b)

rebellion, revolution, insurrection, mutiny, usurpation of civil or military government, conspiracy, riot, civil commotion, and terrorist acts;

(c)

confiscation, nationalization, mobilization, commandeering or requisition by or under the order of any government or de jure or de facto authority or ruler, or any other act or failure to act of any local state or national government authority;

(d)

strike, sabotage, lockout, embargo, import restriction, port congestion, lack of usual means of public -transportation and communication, industrial dispute, shipwreck, shortage or restriction of power supply, epidemics, quarantine, and plague;

(e)

earthquake, landslide, volcanic activity, fire, flood or inundation, tidal wave, typhoon or cyclone, hurricane, storm, lightning, or other inclement weather condition, nuclear and pressure waves, or other natural or physical disaster;

(f)

failure, by the Supplier, to obtain the necessary export permit(s) from the governments of the Country(s) of Origin of the Information Technologies or other Goods, or Supplier’s Equipment provided that the Supplier has made all reasonable efforts to obtain the required export permit(s), including the exercise of due diligence in determining the eligibility of the System and all of its components for receipt of the necessary export permits.

38.2 If either party is prevented, hindered, or delayed from or in performing any of its obligations under the Contract by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such event and the circumstances of the event of Force Majeure within fourteen (14) days after the occurrence of such event.

38.3 The party who has given such notice shall be excused from the performance or punctual performance of its obligations under the Contract for so long as the relevant event of Force Majeure continues and to the extent that such party’s performance is prevented, hindered, or delayed. The Time for Achieving Operational Acceptance shall be extended in accordance with GCC Clause 40 (Extension of Time for Achieving Operational Acceptance).

38.4 The party or parties affected by the event of Force Majeure shall use reasonable efforts to mitigate the effect of the event of Force Majeure upon its or their performance of the Contract and to fulfill its or their obligations under the Contract, but without prejudice to either party’s right to terminate the Contract under GCC Clause 38.6.

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38.5 No delay or nonperformance by either party to this Contract caused by the occurrence of any event of Force-Majeure shall:

(a)

constitute a default or breach of the Contract;

(b)

(subject to GCC Clauses 35.2, 38.3, and 38.4) give rise to any claim for damages or additional cost or expense occasioned by the delay or nonperformance;

(c)

if, and to the extent that, such delay or nonperformance is caused by the occurrence of an event of Force Majeure.

38.6 if the performance of the Contract is substantially prevented, hindered, or delayed for a single period of more than sixty (60) days or an aggregate period of more than one hundred and twenty (120) days on account of one or more events of Force Majeure during the time period covered by the Contract, the parties will attempt to develop a mutually satisfactory solution, failing which, either party may terminate the Contract by giving a notice to the other.

38.7 In the event of termination pursuant to GCC Clause 38.6, the rights and obligations of the Purchaser and the Supplier shall be as specified in GCC Clauses 41.1.2 and 41.1.3.

38.8 Notwithstanding GCC Clause 38.5, Force Majeure shall not apply to any obligation of the Purchaser to make payments to the Supplier under this Contract.

H. CHANGE IN CONTRACT ELEMENTS

39.	Changes to the System

39.1.1

Subject to GCC Clauses 39.2.5 and 39.2.7, the Purchaser shall have the right to propose, and subsequently require, the Project Manager to order the Supplier from time to time during the performance of the Contract to make any change, modification, addition, or deletion to, in, or from the System (interchangeably called “Change”), provided that such Change falls within the general scope of the System, does not constitute unrelated work, and is technically practicable, taking into account both the state- of advancement of the System and the technical compatibility of the Change envisaged with the nature of the System as originally specified in the Contract.

A Change may involve, but is not restricted to, the substitution of updated Information Technologies and related Services in accordance with GCC Clause 23 (Product Upgrades).

39.1.2

The Supplier may from time to time during its performance of the Contract propose to the Purchaser (with a copy to the Project Manager) any Change that the Supplier considers necessary or desirable to improve the quality or efficiency of the System. The Purchaser may at its discretion approve or reject any Change proposed by the Supplier.

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39.1.3

Notwithstanding GCC Clauses 39.1.1 and 39.1.2, no change made necessary because of any default of the Supplier in the performance Of its obligations under the Contract shall be deemed to be a Change, and such change shall not result in any adjustment of the Contract Price or the Time for Achieving Operational Acceptance.

39.1.4

The procedure on how to proceed with and execute Changes is specified in GCC Clauses 39.2 and 39.3, and further details and sample forms are provided in the Sample Forms Section in the Bidding Documents.

39.1.5

Moreover, the Purchaser and Supplier will agree, during development of the Project Plan, to a date prior to the scheduled date for Operational Acceptance, after which the Technical Requirements for the System shall be “frozen.” Any Change initiated after this time will be dealt with after Operational

(a)

foreign enemy, and civil war:

(b)

rebellion, revolution, insurrection, mutiny, usurpation of civil or military government, conspiracy, riot, civil commotion, and terrorist acts;

(c)

confiscation, nationalization, mobilization, commandeering or requisition by or under the order of any government or de jure or de facto authority or rule, or any other act or failure to act of any local state or national government authority;

(d)

strike, sabotage, lockout, embargo, import, restriction, port congestion, lack of usual means of public transportation and communication, industrial dispute, shipwreck, shortage or restriction of power supply, epidemics, quarantine, and plague;

(e)

(f)

39.2 If either party is prevented, hindered, or delayed from or in performing any of its obligations under the Contract by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such event and the circumstances of the event of Force Majeure within fourteen (14) days after the occurrence of such event.

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39.3 The party who has given such notice shall be excused from the performance or punctual performance of its obligations under the Contract for so long as the relevant event of Force Majeure continues and to the extent that such party’s performance is prevented, hindered or delayed. The Time for Achieving Acceptance.

39.4 Changes Originating from Purchaser

39.4.1

If the Purchaser proposes a Change pursuant to GCC Clauses 39.1.1, it shall send to the Supplier a “Request for Change Proposal,” requiring the Supplier to prepare and furnish to the Project Manager as soon as reasonably practicable a “Change Proposal,” which shall include the following:

(a) brief description Of the Change;

(b) impact on the Time for Achieving Operational Acceptance;

(d) effect on Functional Guarantees (if any);

(e) effect on any other provisions of the Contract.

39.4.2

Prior to preparing and submitting the “Change Proposal,” the Supplier shall submit to the Project Manager an “Change Estimate Proposal,” which shall be an estimate of the cost of preparing the Change Proposal, plus a first approximation of the suggested approach and cost for implementing the changes. Upon receipt of the Supplier’s Change Estimate Proposal, the Purchaser shall do one of the following:

(a)

accept the Supplier’s estimate with instructions to the Supplier to proceed with the preparation of the Change Proposal;

(b)

advise the Supplier of any part of its Change Estimate Proposal that is unacceptable and request the Supplier to review its estimate;

(c)

advise the Supplier that the Purchaser does not intend to proceed with the Change.

39.4.3

Upon receipt of the Purchaser’s instruction to proceed under GCC Clause 39.2.2 (a), the Supplier shall, with proper expedition, proceed with the preparation of the Change Proposal, in accordance with GCC Clause 39.2.1. The Supplier, at its discretion, may specify a validity period for the Change Proposal, after which if the Purchaser and Supplier has not reached agreement in accordance with GCC Clause 39.2.6, then GCC Clause 39.2.7 shall apply.

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39.4.4

The pricing of any Change shall, as far as practicable, be calculated in accordance with the rates and prices included in the Contract. If the nature of the Change is such that the Contract rates and prices are inequitable, the parties to the Contract shall agree on other specific rates to be used for valuing the Change.

39.4.5

If before or during the preparation of the Change Proposal it becomes apparent that the aggregate impact of compliance with the Request for Change Proposal and with all other Change Orders that have already become binding upon the Supplier under this GCC Clause 39 would be to increase or decrease the Contract Price as originally set forth in Article 2 (Contract Price) of the Contract Agreement by more than fifteen (15) percent, the Supplier may give a written notice of objection to this Request for Change Proposal prior to furnishing the Change Proposal. If the Purchaser accepts the Supplier’s objection, the Purchaser shall withdraw the proposed Change and shall notify the Supplier in writing of its acceptance.

The Supplier’s failure to so object to a Request for Change Proposal shall neither affect its right to object to any subsequent requested Changes or Change Orders, nor affect its right to take into account, when making such subsequent objection, the percentage increase or decrease in the Contract Price that any Change not objected to by the Supplier represents.

39.4.6

Upon receipt of the Change Proposal, the Purchaser and the Supplier shall mutually agree upon all matters contained in the Change Proposal. Within fourteen (14) days after such agreement, the Purchaser shall, if it intends to proceed with the Change, issue the Supplier a Change Order. If the Purchaser is unable to reach a decision within fourteen (14) days, it shall notify the Supplier with details of when the Supplier can expect a decision, If the Purchaser decides not to proceed with the Change for whatever reason, it shall, within the said period of fourteen (14) days, notify the Supplier accordingly. Under such circumstances, the Supplier shall be entitled to reimbursement of all costs reasonably incurred by it in the preparation of the Change Proposal, provided that these do not exceed the amount given by the Supplier in its Change Estimate Proposal submitted in accordance with GCC Clause 39.2.2.

39.4.7

If the Purchaser and the Supplier cannot reach agreement on the price for the Change, an equitable adjustment to the Time for Achieving Operational Acceptance, or any other matters identified in the Change Proposal, the Change will not be implemented. However, this provision does not limit the rights of either party under GCC Clause 6 (Settlement of Disputes).

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39.5 Changes Originating from Supplier

39.5.1

If the Supplier proposes a Change pursuant to GCC Clause 39.1.2, the Supplier shall submit to the Project Manager a written “Application for Change Proposal,” giving reasons for the proposed Change and including the information specified in GCC Clause 39.2.1. Upon receipt of the Application for Change Proposal, the parties shall follow the procedures outlined in GCC Clauses 39.2.6 and 39.2.7, except that the words “Change Proposal” shall be read, for the purposes of this GCC Clause 39.3.1 as “Application for Change Proposal.” However, should the Purchaser choose not to proceed or the Purchaser and the Supplier cannot come to agreement on the change during any validity period that the Supplier may specify in its Application for Change Proposal, the Supplier shall not be entitled to recover the costs of preparing the Application for Change Proposal, unless subject to an agreement between the Purchaser and the Supplier to the contrary.

40.	Extension of Time for Achieving Operational Acceptance

40.1 The time(s) for achieving Operational Acceptance specified in the Schedule of Implementation shall be extended if the Supplier is delayed or impeded in the performance of any of its obligations under the Contract by reason of any of the following:

(a)

any Change in the System as provided in GCC Clause 39 (Change in the DLS);

(b)

any occurrence of Force Majeure as provided in GCC Clause 38 (Force Majeure);

(c)

default of the Purchaser; or

(d)

(a) any other matter specifically mentioned in the Contract;

by such period as shall be fair and reasonable in all the circumstances and as shall fairly reflect the delay or impediment sustained by the Supplier.

40.2 Except where otherwise specifically provided in the Contract, the Supplier shall submit to the Project Manager a notice of a claim for an extension of the time for achieving Operational Acceptance, together with particulars of the event or circumstance justifying such extension as soon as reasonably practicable after the commencement of such event or circumstance. As soon as reasonably practicable after receipt of such notice and supporting particulars of the claim, the Purchaser and the Supplier shall agree upon the period of such extension. In the event that the Supplier does not accept the Purchaser’s estimate of a fair and reasonable time extension, the Supplier shall be entitled to refer the matter to the provisions for the Settlement of Disputes pursuant to GCC Clause 6.

40.3 The Supplier shall at all times use its reasonable efforts to minimize any delay in the performance of its obligations under the Contract.

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41.	Termination

41.1 Termination for Purchaser’s Convenience

41.1.1

The Purchaser may at any time terminate the Contract for any reason by giving the Supplier a notice of termination that refers to this GCC Clause 41.1.

41.1.2

Upon receipt of the notice of termination under GCC Clause 41.1.1, the Supplier shall either as soon as reasonably practical or upon the date specified in the notice of termination

(a)

cease all further work, except for such work as the Purchaser may specify in the notice of termination for the sole purpose of protecting that part of the System already executed, or any work required to leave the site in a clean and- safe condition;

(b)

terminate all subcontracts, except those to be assigned to the Purchaser pursuant to GCC Clause 41.1.2 (d) (ii) below;

(c)

remove all Supplier’s Equipment from the site, repatriate the Supplier’s and its Subcontractors’ personnel from the site, remove from the site any wreckage, rubbish, and debris of any kind;

(d)

in addition, the Supplier, subject to the payment specified in GCC Clause 41.1.3, shall

(i)

deliver to the Purchaser the parts of the System executed by the Supplier up to the date of termination;

(ii)

to the extent legally possible, assign to the Purchaser all right, title, and benefit of the Supplier to the System, or Subsystem, as at the date of termination, and, as may be required by the Purchaser, in any subcontracts concluded between the Supplier and its Subcontractors;

(iii)

deliver to the Purchaser all nonproprietary drawings, specifications, and other documents prepared by the Supplier or its Subcontractors as of the date of termination in connection with the System.

41.1.3

In the event of termination of the Contract under GCC Clause 41.1.1, the Purchaser shall pay to the Supplier the following amounts:

(a)

the Contract Price, properly attributable to the parts of the System executed by the Supplier as of the date of termination;

(b)

the costs reasonably incurred by the Supplier in the removal of the Supplier’s Equipment from the site and in the repatriation of the Supplier’s and its Subcontractors’ personnel;

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(c)

any amount to be paid by the Supplier to its Subcontractors in connection with the termination of any subcontracts, including

(d)

any cancellation charges;

(e)

costs incurred by the Supplier in protecting the System and leaving the site in a clean and safe condition pursuant to GCC Clause 41.1.2 (a); and

(f)

the cost of satisfying all other obligations, commitments, and claims that the - Supplier may in good faith have undertaken with third parties in connection with the Contract and that are not covered by GCC Clauses 41.1.3 (a) -through (d) above.

41.2 Termination for Supplier’s Default

41.2.1

The Purchaser, without prejudice to any other rights or remedies it may possess, may terminate the Contract forthwith in the following circumstances by giving a notice of termination and its reasons therefore to the Supplier, referring to this GCC Clause 41.2:

(a)

if the Supplier becomes Purchaserrupt or insolvent, has a receiving order issued against it, compounds with its creditors, or, if the Supplier is a corporation, a resolution is passed or order is made for its winding up (other than a voluntary liquidation for the purposes of amalgamation or reconstruction), a receiver is appointed over any part of its undertaking or assets, or if the Supplier takes or suffers any other analogous action in consequence of debt;

(b)

if the Supplier assigns or transfers the Contract or any right or interest therein in violation of the provision of GCC Clause 42 (Assignment); or

(c)

if the Supplier, in the judgment of the Purchaser, has engaged in corrupt or fraudulent practices in competing for or in executing the Contract, including but not limited to wilful misrepresentation of facts concerning ownership of Intellectual Property Rights in, or proper authorization and/or licenses from the owner to offer, the hardware, software, or materials provided under this Contract.

For the purposes of this Clause:

“corrupt practice” means the offering, giving, receiving, or soliciting of any thing of value to influence the action of a public official in the procurement process or in contract execution.

“fraudulent practice” means a misrepresentation of facts in order to influence a procurement process or the execution of a contract to the detriment of the Purchaser, and includes collusive practices among Bidders (prior to or after bid submission) designed to establish bid prices at artificial non-competitive levels and to deprive the Purchaser of the benefits of free and open competition.

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41.2.2

If the Supplier:

(a)

has abandoned or repudiated the Contract;

(b)

has without valid reason failed to commence work on the System promptly;

(c)

persistently fails to execute the Contract in accordance with the Contract or persistently neglects to carry out its obligations under the Contract without just cause;

(d)

refuses or is unable to provide sufficient Materials, Services, or labor to execute and complete the System in the manner specified in the Agreed and Finalized Project Plan furnished under GCC Clause 19 at rates of progress that give reasonable assurance to the Purchaser that the Supplier can attain Operational Acceptance of the System by the Time for Achieving Operational Acceptance as extended;

then, the Purchaser may, without prejudice to any other rights it may possess under the Contract, give a notice to the Supplier stating the nature of the default and requiring the Supplier to remedy the same. If the Supplier fails to remedy or to take steps to remedy the same’ within fourteen (14) days of its receipt of such notice, then the Purchaser may terminate the Contract forthwith by giving a notice of termination to the Supplier that refers to this GCC Clause 41.2.

41.2.3

Upon receipt of the notice of termination under GCC Clauses 41.2.1 or 41.2.2, the Supplier shall, either immediately or upon such date as is specified in the notice of termination:

(a)

cease all further work, except for such work as the Purchaser may specify in the notice of termination for the sole purpose of protecting that part of the System already executed or any work required to leave the site in a clean and safe condition;

(b)

terminate all subcontracts, except those to be assigned to the Purchaser-pursuant to GCC Clause 41.2.3 (d) below;

(c)

(c)deliver to the Purchaser the parts of the System executed by the Supplier up to the date of termination;

(d)

to the extent legally possible, assign to the Purchaser all right, title and benefit of the Supplier to the System or Subsystems as at the date of termination, and, as may be required by the Purchaser, in any subcontracts concluded between the Supplier and its Subcontractors;

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(e)

deliver to the Purchaser all drawings, specifications, and other documents prepared by the Supplier or its Subcontractors as at the date of termination in connection with the System.

41.2.4

The Purchaser may enter upon the site, expel the Supplier, and complete the System itself or by employing any third party. Upon completion of the System or at such earlier date as the Purchaser thinks appropriate, the Purchaser shall give notice to the Supplier that such Supplier’s Equipment will be returned to the Supplier at or near the site and shall return such Supplier’s Equipment to the Supplier in accordance with such notice. The Supplier shall thereafter without delay and at its cost remove or arrange removal of the same from the site.

41.2.5

Subject to GCC Clause 41.2.6, the Supplier shall be entitled to be paid the Contract Price attributable to the portion of the System executed as at the date of termination and the costs, if any, incurred in protecting the System and in leaving the site in a clean and safe condition pursuant to GCC Clause 41.2.3 (a). Any sums due the Purchaser from the Supplier accruing prior to the date of termination shall be deducted from the amount to be paid to the Supplier under this Contract.

41.2.6

If the Purchaser completes the System, the cost of completing the System by the Purchaser shall be determined. If the sum that the Supplier is entitled to be _paid, pursuant to GCC Clause 41.2.5, plus the reasonable costs incurred by the Purchaser in completing the System, exceeds the Contract Price, the Supplier shall be liable for such excess. If such excess is greater than the sums due the Supplier under GCC Clause 41.2.5, the Supplier shall pay the balance to the Purchaser, and if such excess is less than the sums due the Supplier under GCC Clause 41.2.5, the Purchaser shall pay the balance to the Supplier. The Purchaser and the Supplier shall agree, in writing, on the computation described above and the manner in which any sums shall be paid.

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41.3 Termination by Supplier

41.3.1

If:

(a)

the Purchaser has failed to pay the Supplier any sum due under the Contract within the specified period, has failed to approve any invoice or supporting documents without just cause pursuant to the SCC, or commits a substantial breach of the Contract, the Supplier may give a notice to the Purchaser that requires payment of such sum, with interest on this sum as stipulated in GCC Clause 12.3, requires approval of such invoice or supporting documents, or specifies the breach and requires the Purchaser to remedy the same, as the case may be. If the Purchaser fails to pay such sum together with such interest, fails to approve such invoice or supporting documents or give its reasons for withholding such approval, fails to remedy the breach or take steps to remedy the breach within fourteen (14) days after receipt of the Supplier’s notice; or.

(b)

the Supplier is unable to carry out any of its obligations under the Contract for any reason attributable to the Purchaser, including but not limited to the Purchaser’s failure to provide possession of or access to the site or other areas or failure to obtain any governmental permit necessary for the execution and/or completion of the System;

(c)

then the Supplier may give a notice to the Purchaser of such events, and if the Purchaser has failed to pay the outstanding sum, to approve the invoice or supporting documents, to give its reasons for withholding such approval, or to remedy the breach within twenty-eight (28) days of such notice, or if the Supplier is still unable to carry out any of its obligations under the Contract for any reason attributable to the Purchaser within twenty-eight (28) days of the said notice, the Supplier may by a further notice to the Purchaser referring to this GCC Clause 41.3.1, forthwith terminate the Contract.

41.3.2

The Supplier may terminate the Contract immediately by giving a notice to the Purchaser to that effect, referring to this GCC Clause 41.3.2, if the Purchaser becomes Purchaserrupt or insolvent, has a receiving order issued against it, compounds with its creditors, or, being a corporation, if a resolution is passed or order is made for its winding up (other than a voluntary liquidation for the purposes of amalgamation or reconstruction), a receiver is appointed over any part of its undertaking or assets, or if the Purchaser takes or suffers any other analogous action in consequence of debt.

41.3.3

If the Contract is terminated under GCC Clauses 41.3.1 or 41.32, then the Supplier shall immediately:

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(a)

cease all further work, except for such work as may be necessary for the purpose of protecting that part of the System already executed, or any work required to leave the site in a clean and safe condition;

(b)

terminate all subcontracts, except those to be assigned to the Purchaser pursuant to Clause 41.3.3 (d) (ii);

(c)

remove all Supplier’s Equipment from the site and repatriate the Supplier’s and its Subcontractor’s personnel from the site.

(d)

In addition, the Supplier, subject to the payment specified in GCC Clause 41.3.4, shall:

(i)

deliver to the Purchaser the parts of the System executed by the Supplier up to the date of termination;

(ii)

to the extent legally possible, assign to the Purchaser all right, title, and benefit of the Supplier to the System, or Subsystems, as of the date of termination, and, as may be required by the Purchaser, in any subcontracts concluded between the Supplier and its Subcontractors;

(iii)

to the extent legally possible, deliver to the Purchaser all drawings, specifications, and other documents prepared by the Supplier or its Subcontractors as of the date of termination in connection with the System.

41.3.4

If the Contract is terminated under GCC Clauses 41.3.1 or 41.3.2, the Purchaser shall pay to the Supplier all payments specified in GCC Clause 41.1.3, and reasonable compensation for all loss, except for loss of profit, or damage sustained by the Supplier arising out of, in connection with, or in consequence of such termination.

41.3.5

Termination by the Supplier pursuant to this GCC Clause 41.3 is without prejudice to any other rights or remedies of the Supplier that may be exercised in lieu of or in addition to rights conferred by GCC Clause 41.3.

41.4 In this GCC Clause 41, the expression “portion of the System executed” shall include all work executed, Services provided, and all Information Technologies, or other Goods acquired (or subject to a legally binding obligation to purchase) by the Supplier and used or intended to be used for the purpose of the System, up to and including the date of termination.

41.5 In this GCC Clause 41, in calculating any monies due from the Purchaser to the Supplier, account shall be taken of any sum previously paid by the Purchaser to the Supplier under -.the Contract, including any advance payment paid pursuant to the SCC.

42.	Assignment

42.1 Neither the Purchaser nor the Supplier shall, without the express prior written consent of the other, assign to any third party the Contract or any part thereof, or any right, benefit, obligation, or interest therein or thereunder, except that the Supplier strati be entitled to assign either absolutely or by way of charge any monies due and payable to it or that may become due and payable to it under the Contract.

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SECTION III: SPECIAL CONDITIONS OF CONTRACT (SCC)

Special Conditions of Contract (SCC)

The following Special Conditions of Contract (SCC) shall supplement or amend the General Conditions of Contract (GCC). Whenever there is a conflict, the provisions of the SCC shall prevail over those in the General Conditions of Contract. For the purposes of clarity, any referenced GCC clause numbers are indicated in the left column of the SCC.

A. Contract and Interpretation

1.	Definitions (GCC Clause 1)

GCC 1.1(a)	N/A
GCC 1.1(b)(1)	The Purchaser is: The Commissioner General, Tanzania Revenue Authority
GCC 1.1(b)	The Project Manager is: Deputy Commissioner Technical Services (Domestic Revenue Department)
GGC 1.1(c)	Appendix 4 and 5 are not applicable
GCC 1.1(e)(i)	The Purchaser’s Country is: United Republic of Tanzania
GCC 1.1(e)(iii)	The Project Site(s) is/are: ‘Named sites in the Project Implementation Plan (“PIP”).
GCC 1.1(x)(e)	The Contract shall remain , in force from the date of execution until the expiration of the Concession Period (as defined in the BOT Arrangement and Payment Terms Appendix D) unless the Contract is terminated earlier in accordance with the terms set out in the Contract.
GCC 1.1(xii)(e)	There will be no Post-Warranty Service Period

2.	Contract Documents (GCC Clause 2)

GCC 2.1	In the event of a discrepancy or conflict between the provisions of the documents constituting the Contract Agreement, the order of precedence of the documents will be as follows:
	(a) (b) (c) (d) (e) (f) (g) (h) (i)	The Special Conditions of Contract; The General Conditions of Contract; The Appendices to the Special Conditions of Contract; (Appendix A Technical Solution, Appendix B Scope of Work, Appendix G Xxxx of Materials and Prices, Appendix D BOT and Payment term, Appendix E Project Implementation Plan and Appendix F Software Escrow Agreement) Minutes of a Pre-contract Negotiation Meeting between the Purchaser and the Supplier. The Schedule of Requirements; The Technical Specifications; The Bid Form and the Price Schedule submitted by the Bidder; The Purchaser’s Notification of Award; and The Supplier’s Technical Proposal on the Computerized Drivers’ Licences on Build, Operate and Transfer (BOT) arrangement;

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3.	Interpretation (GCC Clause 3)

GCC 3.1.1

The language of the Contract, all correspondence -and communications to be given, and all other documentation to be prepared and supplied under the Contract not otherwise specified in the Technical Requirements shall be: English.

4.	Notices (GCC Clause 4)

GCC 4.1

Notices shall be addressed to:

For the Purchaser:

Commissioner General,

Tanzania Revenue Authority

Solcoine Drive,

P. 0. Xxx 00000, Xxx xx Xxxxxx, Xxxxxxxx,

Fax x000-00-0000000

Email: xxxxxxxxxxxxxxxxxx@xxx.xx.xx

Website: xxxx.xxx.xx.xx

For the Supplier:

Legal Department

On Track Innovations Ltd (OTI)

Z.H.R. Industrial Zone,

P. X. Xxx 00,

Xxxx Xxxx,00000

Israel.

Fax: ÷ 000 0 0000000

Email: xxxxx@xxxxxxxxx.xxx

Copy to:

Xx. Xxxx Xxxxxxx

Fax: + 000 00 0000000

Email: xxxxxxx@xxxxxxxxx.xxx

Website: xxx.xxxxxxxxx.xxx

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5.	Governing Law (GCC Clause 5)

GCC 5.1

The Contract shall be interpreted in accordance with the laws of the United Republic of Tanzania

6.	Settlement of Disputes (GCC Clause 6)

GCC 6.1.1 GCC 6.1.4	There shall be no Adjudicator appointed. This clause shall not apply.
GCC 6.2.3	The rules of procedure for arbitration proceedings are: Any dispute, controversy or claim arising out of or relating to this Contract, or breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the ICC (international Chamber of Commerce) Arbitration Rules as at present in force. The venue will be London, England and the language will be English.

B. Subject Matter of Contract

7.	Scope of the System (GCC Clause 7)

GCC 7.3

The Supplier’s obligations under the Contract will include the following recurrent cost items, as identified in the Recurrent Cost Form in the Supplier’s Bid:

The recurrent cost items/services that are included in the Contract; are provided in the Technical Requirements where each item/service is specified in detail.

The Supplier shall stock and/or provide spare parts for card printer, which are most vulnerable to wear and tear or depreciation

The Supplier agrees to supply spare parts required for the operation and maintenance of the System, as stated below, for three years beginning with Operational Acceptance. Moreover, the price of such spare parts shall be those specified in the spare parts price schedule submitted by the Supplier as part of its bid. These prices shall include the purchase price for such spare parts and other costs and expenses (including the Supplier’s fees) relating to the supply of spare parts.

The Supplier shall provide the product manufacturer’s guarantee that the equipment supplied shall not be obsolete for at least five years.

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8.	Time for Commencement and Operational Acceptance (GCC Clause 8)

GCC 8.1	The Supplier shall commence work on the System: no later than thirty (30) days from the Date of signing the Contract.
GCC 8.2	Operational Acceptance: Operational Acceptance shall be consistent with the Implementation Schedule in the Technical Requirements Section.

9.	Supplier’s Responsibilities (GCC Clause 9)

GCC 9.8

The Supplier shall permit the Purchaser to inspect the accounts and records of the Supplier with regards t to the-performance of the Supplier’s obligations under this contract and to have them audited by auditors appointed by the Purchaser as agreed by the Parties. Purchaser’s inspection shall be conducted in coordination with Supplier, following advance notice and at times which do not disrupt the Supplier’s performance under this Contract.

10.	Purchaser’s Responsibilities (GCC Clause 10)

GCC 10.4

In addition to the Purchaser’s responsibilities under GCC 10.4, the Purchaser will also facilitate the obtaining of visas and entry permits for Supplier’s and Subcontractor’s personnel.

GCC 10.12

The Purchaser shall have the following additional responsibilities:

(i) The Purchaser shall provide adequate personnel for data capture for operating the DLS.

(ii) The Purchaser shall provide the working sites and offices and network infrastructure of the Project.

(iii) The Purchaser shall ensure that the relevant laws and regulations required in connection with the Project are promulgated or enacted;

(iv) that the Purchaser shall ensure that during the term of the Contract, a driver’s license validity period shall not exceed 36 months, and

(v) to ensure that all driver’s licenses in existence prior to the commencement of the Project will require to be exchanged for the new Driver’s License Card supplied under this Contract, within a period not exceeding 36 months from the commencement of the Concession Period.

The Purchaser shall ensure that the conditions set out in paragraphs (iv) and (v) are fulfilled by not later than 1st February, 2010 (“Date of Commencement of the Project”). The Purchaser will notify the Supplier in writing once the said conditions have been fulfilled to enable the Supplier to initiate major investment in connection with the Project.

If, within sixty (60) days after delivery of the notification referred I to above, the Purchaser has not performed any of its obligations required for commencement of the Project under the Contract, it shall pay to the Supplier by way of liquidated damages the sum of 0.5% of the Contract Price for each further week of delay after expiry of the sixty (60) day period. The maximum liquidated damages are 10 percent of the Contract Price.

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C. Payment

11.	Contract Price (GCC Clause 11)

GCC 11

The Contract Price shall be as specified in Appendix d - ROT and Payment Terms.

Any optional items not included in the Contract Price shall be paid for in accordance with and as set out in Appendix C - BOM

12.	Terms of Payment (GCC Clause 12)

GCC 12

The Contract Terms of Payments shall be as specified in Appendix D - BOT and Payment Terms.

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13.	Securities (GCC Clause 13)

GCC 10.4

(i) The percentage of Performance Security as a percentage of the Contract shall be 5% of one-thirty sixth of the Contract Price.

(i) The Performance Security shall be reduced prorata by the portion of the Contract Price payable for that particular year.

(ii) The parties may, by written agreement, extend or alter the term stated in this Clause for the provision of security.

14.	Taxes and Duties (GCC Clause 14)

GCC 14.1

The Supplier shall be responsible for all taxes and duties, incurred on the importation of the contracted Goods into Tanzania. The Supplier shall however be entitled to recover the cost of all such taxes and duties paid if such duty and/or taxes are excluded from the Contract Price in Article 2 of the Contract Agreement and the Price Schedule it refers to. The goods to be imported by the Supplier shall be restricted to goods in the Bid Form and Price Schedule and the tax paid by the Supplier shall be recovered by increasing the minimum number of cards to be supplied to the Purchaser. The definition of minimum number of Cards wherever used in the Contract shall be deemed to mean **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** plus the number of any additional Cards.

D. Intellectual Property

15.	Copyright (GCC Clause 15)

GCC 15.3	The Purchaser may assign, license, or otherwise voluntarily transfer its contractual rights to use the Standard Software or elements of the Standard Software, without the Supplier’s prior written consent: at end of the Concession Period pursuant to Appendix D - BOT and Payment Terms.
GCC 15.4	The Purchaser’s and Supplier’s rights and obligations with respect to- Customized Software shall be as specified in the Contract.
GCC 15.5	The parties shall enter into a software escrow Agreement as stipulated in Appendix F.

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16.	Software License Agreements (GCC Clause 16)

GCC 16.1(a)(iii)	The Standard Software license shall be valid throughout the United Republic of Tanzania
GCC 16.1(b)(ii)	The Software license shall permit the Software to be used or copied for use or transferred to a replacement computer of Purchaser provided the replacement computer falls within approximately the same class of machine and maintains approximately the same number of user and is approved as adequate, in advance, by Supplier.
GCC 16.1(b)(vii)	In addition to the persons specified in GCC Clause 16.1 (b) (vi), the Software may be disclosed to, and reproduced for use by, authorized personnel subject to the same restrictions as are set forth in this Contract.

17.	Confidential Information (GCC Clause 17)

GCC 17.1	There are no modifications to the confidentiality terms expressed in GCC Clause 17.1.
GCC 17.6	The provisions of this GCC Clause 17 shall survive the termination, for whatever reason, of the Contract for 5 years after the Contract period.

E. Supply, Installation, Testing, Commissioning, and Acceptance of the System

18.	Representatives (GCC Clause 18)

GCC 18.1	The Purchaser’s Project Manager shall have the following additional powers and / or limitations to his or her authority to represent the Purchaser in matters relating to the Contract subject the cards for licences to quality conformance testing as specified ID-1 in ISO 7810.
GCC 18.2.2	The Suppliers Representative shall have the following additional powers if stated in the Contract: NA

19.	Project Plan. (GCC Clause 19)

GCC 19.1

Chapters in the Project Plan shall address the following subject:

(a) Project Organization and Management Plan;

(b) Delivery and Installation Plan;

(d) Pre-commissioning and Operational Acceptance Testing Plan;

(e) Task, Time, and Resource Schedules and any other subject as stipulated in Appendix E -Project Implementation Plan.

GCC 19.2

Within, thirty (30) days from the Date of Signing the Contract, the Supplier shall present a Project Plan to the Purchaser. The Purchaser shall, within, fourteen (14) days of receipt of the Project Plan, notify the Supplier of any respects in which it considers that the Project Plan does not adequately ensure that the proposed program of work, proposed methods, and/or proposed Information Technologies will satisfy the Technical Requirements and/or the SCC (in this Clause 19.2 called “non-conformities” below). The Supplier shall, within ten (10) working days of receipt of such notification, correct the Project Plan and resubmit to the Purchaser. The Purchaser shall, within, ten (10) working days of resubmission of the Project Plan, notify the Supplier of any remaining non-conformities. This procedure shall be, repeated as necessary until the Project Plan is free from non-conformities. When the Project Plan is free from non-conformities, the Purchaser shall provide confirmation in writing to the Supplier. This approved Project Plan (“the Agreed and Finalized Project Plan”) shall be contractually binding on the Purchaser and the Supplier.

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20.	Subcontracting (GCC Clause 20)

GCC 20

There are no Special Conditions of Contract applicable to GCC Clause 20.

22. Procurement, Delivery, and Transport (GCC Clause 22)

GCC 22.5

Not applicable as the Contract is under BOT arrangement.

23. Product Upgrades (GCC Clause 23)

GCC 23.4

The Warranty Period is not applicable for the BOT.

24. Implementation, installation, and Other Service s (GCC Clause 24)

GCC 24

In Addition to GCC 24, the parties agree on other services to be provided to include: training, and in particular the Transfer of skills and knowledge to TRA staff. Skills transfer and training services are high priority deliverables and must be undertaken as a specific initiative within the assignment. The Authority’s objective is to be as self-sufficient as possible in the operation so as to sustain the investment through in-house support and maintenance of the system. Training of the systems Applications should be done prior to full deployment of the system and must continue whenever is necessary. All other training and transfer of knowledge shall continue during the entire period of development and implementation. The Supplier shall specify and come up with a detailed proposal for skills transfer, which will include training of managerial, technical and operational staff.

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25. Inspections and Tests (GCC Clause 25)

GCC 25

The Purchasers shall inspect and certify the Information Technologies, Materials, and other Goods prior to Production, Processing and supply or delivery to destination. This activity is imperative in order to minimize cases where the Purchaser receives goods and services that do not conform to the Technical Requirements and shorten the repair or replacement time.

27. Commissioning and Operational Acceptance (GCC Clause 27)

GCC 27.2.2	Operational Acceptance Testing shall be conducted in accordance with the Criteria for User Acceptance Testing specified in the technical requirements.
GCC27.2.2	If the Operational Acceptance Test of the System, or Subsystem(s), cannot be successfully completed within no more than ninety (90)1, days from the date of Installation or any other period agreed upon by the Purchaser and the Supplier, then GCC Clause 27.3.5 (a) or (b) shall apply, as the circumstances may dictate.
27.3.1(c)	Operational Acceptance shall occur when the Purchaser has put the System into production or use for thirty (30) days.

F. Guarantees and Liabilities

28. Operational Acceptance Time Guarantee (GCC Clause 28)

GCC 28.2

Liquidated damages shall be assessed and charged at 0.5 percent per week of the contract price. The maximum liquidated damages are 10 percent of the Contract Price, or relevant part of the Contract Price if the liquidated damages apply to a Subsystem.

Liquidated damages as provided in this clause shall also apply in a case of termination of the Contract by the Purchaser for reasons attributable to it, or to the Government of the Republic of Tanzania.

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29. Defect Liability (GCC Clause 29

GCC 29.3(iii)	The Supplier warrants to the best of its knowledge that the following items have been released to the market for the following specific minimum time periods: All Standard Software must have been commercially available in the market for at least three months.
GCC 29.4	The optional additional Warranty Period is for one year and shall begin from the date of Transfer of the Project to TRA by remitting the quoted annual service cost for that service per agreed SLA.
GCC 29.10	During the Concession Period, the Supplier must commence the work necessary to remedy defects or damage one (1) hour of notification for Dar es Salaam and 2 working days outside Dar es Salaam.
GCC 31.1	The representation and warranty given in GCC 31.1 is to the best of-the knowledge of the Supplier and given as of the date of execution of the Contract.

G. Risk Distribution

34. Transfer of Ownership (GCC Clause 34)

GCC 34

The supplier should transfer all software source code of the CDLS and customization done for Purchaser including technical documentation and other relevant materials related to Project during transfer of the Project to Purchaser as stipulated under the Escrow Agreement in Appendix F. Transfer of the System shall be undertaken in accordance with the provisions of the BOT Arrangement and Payment Terms - Appendix D.

35. Care of the System (GCC Clause 35)

GCC 35	The Purchaser will be responsible for the system after transfer of the COLS project.
GCC 36.2	Supplier liable only for gross negligence of Supplier or Subcontractors.
GCC 36.4	Applicable provided that peril was not caused by any direct intentional or negligent act or failure of Supplier.
GCC 36.5	provided, however, that no admission prejudicial to the Supplier, or settlement shall be made or entered into by Purchaser without obtaining prior written approval from Supplier, unless mandated by law.

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37. Insurances (GCC Clause 37)

GCC 37.1(c)	The Supplier shall obtain Third-Party Liability Insurance in the amount of deductible limits of no more than the amount provided in the Contract Value. Third Party liability Insurance of Supplier is limited to coverage for injury and loss occurring in connection with Supplier’s acts during the supply and installation of the DLS.
GCC 38.3	Applies as long as the party alleging a Force Majeure has not contributed, directly or indirectly, to the event constituting Force Majeure.
GCC 41.1	GCC 41.1 shall not apply to the Contract.
GCC 41.2.1	The period of notice in clause 41.2.1 shall be a 45 day advance notice of termination.
GCC 41.2.4	GCC clauses 41.2,4, 41.2.5 and 41.2.6 shall not apply.
GCC 41.2.5 GCC 41.2.6	In the event of termination pursuant to GCC 41.2.1 or 41.2.2, the Supplier shall pay to the Purchaser a penalty of 10% of the Contract Price which sum shall be in full and final settlement of all claims and liabilities due to the Purchaser in connection with such termination and the Purchaser will have no further claim or demand against the Supplier. The Supplier shall have-the full right and title to the Equipment, System and Software.
GCC 41.3.3	Clause 41.3.3 (b) and (d) (ii) shall not apply.
GCC 42.1	The Purchaser recognizes that the Supplier intends to incorporate a joint venture entity for the purposes of undertaking the Project. The Purchaser confirms and agrees to the intended assignment of the Contract to the joint venture company.

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SECTION IV: APPENDICES A - F TO THE SPECIAL CONDITIONS

APPENDIX A - TECHNICAL; SOLUTION

**THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**

APPENDIX B - SCOPE OF WORKS

Appendix B - Scope of Work [SOW]

Overview

This document defines the roles and responsibilities for the Tanzania CDLS Agreement as agreed and signed on the date of November 20, 2009 (The “Agreement”). The parties of this document are: the Purchaser and the Supplier as stipulated in the Agreement.

The Supplier responsibilities:

·	Analyze the requirements and design the specifications of the Tanzania CDLS Project.

·	Implement the project, including: data capture, AFIS system (Automatic Fingerprint Identification System), decentralized card production at the districts fixed sites and delivery of the Driving Licenses.

·	Train the trainers.

·	Develop, adapt, integrate, install, and test the designed equipment, software and applications.

·	Manage the operation of the data capture, cards production and delivery.

·	Provide warranty for the supplied components for the project duration as specified in the Agreement.

This SOW is based on the following assumptions:

1. The Purchaser responsibilities:

Assigning a project management team, and allocating the Project Manager from its side which shall have the authority and capacity to implement decisions and who has the aforementioned skills needed in the project:

With experience of 5-10 years in managing National or large-scale IT projects.

With technical and commercial capacity to manage the project.

With contract negotiations capabilities.

Being able to take over the project management in the future.

Provide staff that will operate the stations of the project.

Assign personnel for operating all the workstations and functions of the system. The persons should all be computer literate - have basic computer usage skills, and have used a PC in the past.

The count of station operators needed is based upon station count. Each capture station needs one or two operators:

One to operate the computer and

One to help applicants fill their application forms and check the accuracy of the content of those forms.

One person to handle the card printer.

All other stations need 1 operator.

The expected total number of operators required is specified in the Appendix C -Xxxx of Materials and Prices.

Provide System administrators (1 per each fix and production site).

Provide Database administrator (1 per each large production site).

Urging the citizens to come and renew/upgrade their Driving License (this is a crucial issue for the success of the project). Enforce the laws about driving without a valid license to encourage drivers to carry a valid driving license.

Providing timely responses during the design and operational phases. Due to the lack of time we anticipate in this project, all comments on the submitted designs and design issues should be answered within 3 working days.

The Purchaser will provide the Central Site in Dar-Es-Salaam, a Disaster Recover Site and all the regional Sites. The Central and Disaster Recovery sites will be fully connected to stable electricity (with backup power generator), WAN, telephone communication, and water. The Purchaser will provide all the other needed sites with the same. The required size of sites will be provided 2 weeks after the Agreement effective date.

Provide the professional operators, supervisors, Data base administrator, System administrator, and other local staff, in addition to the local projects Managers.

Purchaser’s staff assigned to use and maintain the system will have proper qualifications prior to the start of the training sessions. The Purchaser will operate the system only with trained personnel, who have been qualified to work in the various sub-systems, and only according to the Supplier’s approved operation manuals and procedures.

Supporting all mutual activities: integration, acceptance tests, etc.

Provide access to the Supplier’s staff to the relevant sites and offices.

The Purchaser will provide security means to all the project sites. Those security means will cover all the physical installations, as well the physical security of the Supplier’s staff at all times.

The Purchaser will exempt the Supplier from all types of taxes on all its imported goods, (Example: computers and IT equipment).

Assist the Purchaser in obtaining work permits and visas for its staff, if and when necessary.

2. IMPORTANT

This SOW details the various tasks and responsibilities for this project; however, each activity listed herewith would be considered valid only if it is listed with the respective quantity in Appendix C - Xxxx of Materials and Prices.

3. Activities

Activity	Supplier Responsibility	Purchaser Responsibility	Product Outcome
Districts, Central Site and DRS offices setup	Specify and participate and consult in selection of components for infrastructure for Central Site, DRS and Districts to conduct all activities from (including infrastructure, backup power generation and UPS, and office equipment)	Assigning appropriate buildings for the Central site, DRS and Districts connected to electricity, water, phone line, internet connection, WAN	District, Central Site and DRS offices ready for use.
Proper data capturing sites setup		Providing proper data capturing conditions in all capture sites by allocating rooms with controlled lighting for this purpose.	Achieve proper and consistent data capturing conditions.

Recruitment of project teams	Forming and recruit the functions required for the project. Refer to the Project Implementation Plan [PIP]. Specify the needed manpower for Purchaser team. The Supplier will also interview and vet the top-level staff.	Forming and recruit the functions required for the project. Refer to the Project Implementation Plan [PIP]. Supply The Supplier with CVs of top-level staff.	Teams ready for work.
Project detailed planning	Plan in details all activities and assign tasks to staff.	Approve all activities and assignments.	Approved project plan sheet.
Issue and publish a Xxxx for replacing current DLs to the new ones		Issue and publish a Xxxx for replacing current DLs to the new ones	Xxxx is published.
Awareness campaign	Will advise the Purchaser on means of achieving public awareness to replace the current Driving Licenses, to the new ones, guarantee success of project	Will run a campaign of public awareness based on television, radio, newspapers, and public rallies with the scope of informing the public about the new DL card, the need to have it, to carry it, and the enforcement of these new rules and regulations. The campaign will run throughout the project length, but will be most intense in the beginning.	The public will come to replace their DL cards.
Requirements extraction	Define functional requirements, interface requirements, definition of roles and responsibilities, definition of neighboring computer systems (other computer based systems that exchange data with us,), security-requirements, etc.	Provide personnel qualified to specify, and then approve requirements. Review, comment and eventually sign-off of requirements.	Freeze of mutually agreed requirements list.

System analysis and detailed design	Analyze the Purchaser’s requirements and provide detailed design document, including final DL card layout and graphics, and reports layout.	Provide personnel qualified to review, and then approve design of system and documents. Review, comment and eventually sign-off the detailed design document.	Freeze of detailed design document.
Sites Surveys	Perform site surveys and provide the Purchaser with sites’ configurations (room layout).	Rectify security flaws to comply with requirements of ISO security standards	Site planning maps for sites’ rooms’ and stations’ layout.
Establishment of sites infrastructure	Consult the Purchaser regarding construction and supervise the central Site infrastructure work. Including air conditioned, physical security, furniture and networking	Construction and supervise the central Site infrastructure work. Including air condition, physical security, furniture and networking	Central Site ready for HW and SW installation. Any delay in this step delays end of project.
HW, SW and consumables purchase.	Submit purchase orders for all required hardware and software components.		HW and SW ready for development and integration.

Customization, QA and integration (including graphic design)	Create all the code that has been identified in the design phase and integrate it with the hardware.		A functional product conforming to the design specification and requirements list.
Pre-ATP of the system in Israel	Run acceptance test procedure to ensure a functional product conforming to design spec.	Prepare the technicians and trainees to participate in receiving the System and operate all project operation sites.	Test procedures for the system.
Packaging and shipment	Pack and ship all systems to Tanzania. All shipments will be sent to ports (airport or sea-port). Receive all packages, clear customs and transport them to their final destination	Assist in clearing all goods free from any taxes and duties from the airports/ports and customs.	All packages ready in the sites for installation.
Installations and integration of Central production site and DRS.	The Supplier will install and integrate the equipment it supplied and connect it to the existing local infrastructure of power supply and network.	All sites and infrastructure needed for system installation are ready. Send the local staff to participate in the construction of the central production site and DRS. Provide guarded storage space for the delivered systems, which are awaiting installation.	A functional product conforming to the design specification and requirements list. Test procedures for the system.
Installation and integration of the fixed capture sites in the Districts.	Install and integrate the system components.	All sites and infrastructure needed for system installation are ready. Send the local staff to participate in the construction of the Districts capture sites.	A functional product conforming to the design specification and requirements list. Test procedures for the system.

Installation and integration of the Police systems	Install and integrate the system components.	All sites and infrastructure needed for system installation are ready. Send the local staff to participate in the construction of the Police sites.	A functional product conforming to the design specification and requirements list. Test procedures for the system.
Train the Trainers	Train staff that would be the trainers of the System. Training would be conducted using frontal instruction and hands-on training in use, configuring and monitoring of system.	The personnel attending the Train the Trainers course. They should pass certain pre-requisite requirements. All of them should be fluent in English. Trainers should have experience in using Windows and Windows applications. The Purchaser should allocate the training venue and technical means.	Well-trained personnel ready to train the operators of the system.
Training.	Train Purchaser staff to use, manage and maintain the system. Training would be conducted using frontal instruction and hands-on training in use, configuring and monitoring of system.	Provide the personnel attending each course should pass certain pre-requisite requirements. All of them should be fluent in English. Operators should have experience in using Windows and Windows applications. System administrators should have very good working knowledge and experience with Windows 2008/XP/7 administration. Database administrators should have passed Oracle DBA courses and have working knowledge and experience with Oracle 10g/11g in Windows environments. The Purchaser should allocate the training venue and technical means.	Well-trained personnel ready to deploy the systems, and give technical support.

Documentation	Provide documentation		Documentation
Pilot project	Run the system for 3 weeks for testing the proposed system and underlying assumptions in realistic conditions.	Support pilot project and help fix any issues discovered during it, which are by their nature and according to this contract under Purchaser responsibility.	Pilot detailed Report.
Installation and integration of the rest of fixed district sites.	Install and integrate the system components	Participate in the process.	A functional product conforming to the design specification and requirements list. Test procedures for the system.
Operation See detailed description	Manage overall operation. Provide technical support	Operate: 1. Central Sites 2. Capturing sites
Security See detailed description	1. Card Security means (against counterfeiting). 2. Secure login to the various systems. 3. Security of data stored in media (CD, Disk-On-Key etc.)	Provide Physical security for all sites. Provide guard detail for each site. Provide security as part of mobile team to ensure smooth operation.	Physical security of sites and data.

Setup local support office.	The Supplier and its local maintenance partner will setup office for handling 2nd and 3rd level maintenance calls, and keep spare parts for 1-for-1 replacements. This will be open between 9:00 and 17:00 on weekdays (not including holidays).	Levels 1 level support of maintenance and support.	Operational local support center.
Provide Software Source Code under Escrow Agreement	At the end of the concession period and after all financial terms were paid to the provider in full as stipulated in Appendix C, the Supplier will provide the software source code to a an Escrow agent		Source code in a sealed envelope locked at the safe of an escrow agent

4. Products

This section defines the projects’ deliverable products.

Product Code	Product Title	Product Type	Associated Activities	Delivery Date/Milestones
P-001	PETG Card	Smart Card

P-001: PETG Smart Card -

Description

Highly durable, ISO compliance, ID1 size smart card. Includes graphic design, overt and covert security features to prevent card counterfeit. This definition of the card upgrades the one existing in the RFP and proposal. The chip provides and ISO 18013 compliant application.

Packaging and delivery procedure - See Packaging and delivery procedure

5. Additional issues

1.	After project Activation, as described below, the countdown for development and deployment of the new system begins, counting down towards the milestones described in the project timetable, such as installation of main site, acceptance test procedure, production of first card, etc.

2.	The project begins with the establishment of capture and production facility at the central site in Dar-es-Salaam. After this site is working at full capacity according to the applicant quantities defined in the BOOT, we shall continue to gradually deploy the other sites in the country.

The Supplier may temporarily add more equipment to cover for peak demand. This extra equipment is not part of the project and the equipment will not be delivered to the Purchaser when the time comes to transfer the project to the Purchaser. The Supplier may remove such equipment from the project when it considers that the need for the extra equipment has passed.

Maintenance of the system after the end of the BOT, when the equipment will already be owned by the Purchaser, will be performed by the Supplier for a nominal price that appears in the financial section of this contract.

6. Project Activation

In order to start to implement the project in Tanzania, there are several activates and action items need to be complete. All the tasks together are mandatory to continue the massive work effort on the project and start the pilot.

The project Activation Date is the completion of the entire following requirements by both parties. The preconditions, which must be met in order to declare Project Activation, are:

	Description	Responsibility
1.	Present the applicable Laws and regulations relevant to the compulsory use of DL cards.	Purchaser
2.	Assigning Supplier Project management team	Supplier
3.	Assigning a project management team: Project Manager, Provide Database administrator, System administrators, and professional operators	Purchaser
4.	Provide official letter from the Purchaser to the all tax authority, customs, municipalities and any other in-country office that may collect taxes. The letter should declare that the products and workers supplied for this project are exempt from any tax, VAT or other form of taxation for the duration of the project.	Purchaser
5.	Provide the Central Site building in Dar-es-Salaam, and all the other fixed sites and guarded storage space with the agreed infrastructure	Purchaser
6.	Provide the plan for Purchaser Campaign to urge the drivers’ public to enroll to the new CDLS and get new eDL card. Allocate Campaign Manager, detailed plan with implementation timetable.	Purchaser
7.	Provide yearly (for 3 years) Visa free of charge for the Supplier team (this Visa will be renewed automatically until the termination of the project).	Purchaser
8.	Provide the top level system requirements	Purchaser
9.	Provide requirements document for government approval	Supplier
10.	Approve and freeze the project requirements	Purchaser
11.	Provide the top-level technical project design	Supplier
12.	Approve and freeze the top-level technical project design	Purchaser
13.	Provide the sketches for the Graphics and Card design (including the hologram)	Supplier
14.	Approve and freeze sketch for the Graphics and Card design (including the hologram).	Purchaser
15.	Provide the enrollment forms design	Supplier & Purchaser
16.	Freeze enrollment forms design.	Purchaser

Attachments to Appendix B

A. Purchaser’s operation responsibilities - detailed description

The Purchaser is responsible to:

1. Recruit all capturing teams. Recruitment of each .employee requires the Supplier’s approval, and operation would be managed by the Supplier. At least two policemen shall secure each fixed site.

B. District and Central Office Setup

The Purchaser is responsible to:

Setup needed infrastructure, inclusive furniture, proper lighting conditions, office equipment, and Internet connection.

Connect power-line,

Setup phone line.

Provide the appropriate fire inspection.

Provide reasonable care to prevent equipment exposure to contaminants that cause damage to the equipment or interruption of service. Ensure a safe work environment for The Supplier personnel. If problems are encountered with hazardous materials, The Supplier will immediately halt work and Purchaser will be responsible for the abatement of the problem.

Provide permanent physical security (armed guards presence is mandatory) 24 hours a day upon start of activities for the whole project duration.

Provide access to The Supplier personnel to all facilities where the system is to be installed and operated during the project. Access must be available 24 hours a day during the course of this project.

C. Training

The Supplier will provide training on the subjects of system operation, management and maintenance. The Supplier has the right to reject candidates who do not meet minimum requirements. The Purchaser will provide replacement candidates meeting the professional requirements.

The system operation will be taught using a methodology of “train the trainer”. This means that The Supplier will teach the intended instructors, who, in turn, will teach the operators. The intended instructors should be familiar with existing regulations and procedures relating to emission of documents. They will be taught system operation and trained to perform it on the actual system. Later they will be responsible for training additional teams of operators who will operate the workstation in the field.

For system management and maintenance The Supplier will teach properly qualified personnel who already have official qualifications in the areas of Windows 2003 Server Administration, Network Administration, and Database Administration. The Supplier will provide information about the specific implementation of the delivered system, but will NOT teach the administration skills.

As part of the training of the administrators, The Supplier has the right to invite a small group of them to come to Israel during the final system integration and participate in it, in order to gain better understanding of the system.

D. Security

The Supplier and the Purchaser shall furnish physical and logical security as described herewith:

I. The Supplier responsibilities:

1. Card Security means: The Supplier would provide overt and covert security features against forgery of the Tanzania DL card. These features are integrated into the card along with its different layers and would make the Tanzania DL card very hard to counterfeit yet very easy to verify its authenticity.

Pre-Printing Layer:

1.1

Deformation pattern - wire mesh patterns having deformations corresponding to 3-D images.

1.2

Guilloche - drawing that is composed of multiple laced thin curved lines that cross each other in a complex fashion.

1.3

Microtext Printing - Small letters or numbers that are difficult to counterfeit or forge. Can be seen only with magnifying glass.

1.4

UV Printing - Printing using special ink which can be viewed only under ultra-violet light.

Personalization Layer:

1.5 Shadow image - The holder’s image printed as minimized ghost image.

Lamination Layer:

1.6 Holographic laminate.

2. Secure login to the various systems: The Supplier would provide secure login to the workstations and servers based on Microsoft operating system technology.

2.1

The workstation will be protected with passwords for its BIOS setup and boot sequence.

2.2

Login to all workstations will be with name and password, enforcing secure policies of long passwords, periodic changes, auditing.

2.3

Single sign-on to Oracle will be achieved using OPS$ mechanism.

2.4

Standard use of Windows security policies.

II. Purchaser responsibilities:

Provide permanent physical security (armed guards presence is mandatory) 24 hours a day, 7 days a week, upon start of activities in all sites and for all activities for the whole project duration.

Armed guards would secure:

Central site

Fixed capturing sites.

The Supplier personnel according to the circumstances

E. Management and reporting

The parties will appoint a program manager, one on behalf of each party, who will serve as a single point of contact for the purpose of communication and project management. The Supplier will be responsible for conductions the project according to the contract and will provide the periodic project’s status reports.

APPENDIX C - XXXX OF MATERIALS AND PRICES

Component	Feature	Quantity	Total Price	Optional Prices per Unit
THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
	Total Project NET Price per volume	$17,255,000

Price, Terms, Conditions and Comments

**THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**

APPENDIX D - BOT AND PAYMENT TERMS

Appendix D: BOT & Payments Terms

This Appendix D (hereinafter referred to as “Terms and Conditions”) defines the Build-Operate-Transfer method, and the terms and conditions for the payment for the Build, Operate and Transfer (BOT) Contract Between Tanzania Revenue Authority and On Track Innovations Ltd., for the Design, Development, Implementation, Installation and Commissioning of a Computerized Driver’s Licenses System under Build, Operate and Transfer (BOT) Arrangement (the “Agreement”) as agreed and signed on the date of November 25, 2009 (the “Agreement”) and to which this Appendix is attached. The parties to the Agreement are: Tanzania Revenue Authority (the “Purchaser”), and On Track Innovations Ltd, (as the lead partner in the bidding consortium consisting of On Track Innovations Ltd and LR Group) (the “Provider”).

Capitalized terms defined herein shall have the meaning ascribed to them in the Agreement.

1. The Build- Operate-Transfer Agreement:

1.1.

The Purchaser wishes Provider to provide it with services in order to perform and implement the Project relative to the acquisition and setup in the Republic of Tanzania of a system for the management, the customization and the supply of a minimum of **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** computerized and secured national Electronic Driver’s Licenses (the “Official Documents” or “Driver’s License Cards”) (“Minimum Number of Licenses”), as well as the supply of the Licenses themselves (together the “Project”), within the period as defined in the Agreement.

1.2.

In connection with the Project, the Purchaser wishes to engage Provider to provide such services and take such actions on a Build- Operate-Transfer method (the “BOT”) under the conditions set forth in the Agreement.

1.3.

The Purchaser commits that Provider will be the exclusive and the sole supplier for the Project (and for the avoidance of doubt, the Purchaser shall not be entitled to produce and issue Official Documents independently on its own) for such period as defined in the Agreement.

1.4.

The Purchaser will use all means to protect Provider’s investment in the Project and the Provider’s ownership of the System, the Infrastructure and the “Transferred Equipment” (described in Appendix C), as mentioned in the Agreement.

1.5.

The BOT of this Agreement consists of few phases as described in details in Appendix B - Statement of Work - (the “SOW”) and Appendix E - Project Implementation Plan (the “PIP”) to the Agreement.

1.5.1. Build:

1.5.1.1.

During the Setup phase (as defined in the SOW), Provider will invest in the System design (as set forth in the SOW), importing the System, set-up, training, supplying raw material, install and check the system and more (together the “BUILD”) as stipulated in Appendix C - Xxxx of Materials and Prices (the “BOM”) to BUILD the Project.

It is noted that Provider’s estimate of the initial investment for the Build phase is 8,000,000 US$.

1.5.1.2.

The implementation plan for this Build phase is specified in the PIP.

1.5.2. Operate:

1.5.2.1.

During the Operate phase, Provider will supervise the operation of the System and all other Infrastructure and Transferred Equipment. The Purchaser will use all means to protect Provider’s investment and Provider’s ownership of the System, the Infrastructure and the provided equipment, as detailed under the Agreement.

1.5.2.2.

The Purchaser will supply the Sites to operate the System. as stipulated in the Appendix C BOM and prices. Manpower to operate the System(s) such as: operators, supervisors, coordinators, technicians and project managers. The list of required manpower and relevant quantity would be provided as described in the next article and the list of the Purchaser’s tasks is listed in the SOW. The Purchaser will be responsible for ensuring that the use of the System complies with the administrative and legal requirements of mandatory Laws, in particular with respect to civil liberties, personal data registration rules, and all other administrative and legal constraints existing in relation to the Project, and the Purchaser shall indemnify and hold the Provider (as well as its officers, employees and agents) harmless from any and all liability, as well as consequent fines, penalties or any other payment, action or restraint that will apply on Provider as a result of the Purchaser’s failure to fulfill its responsibilities under this Section 1.5.2.2.

1.5.2.3.

Provider will be responsible to manage the operation of the Project; will manage the manpower which would be provided by the Purchaser. The manpower would be provided for the following functions: system Operators, Supervisors, System Administrator, Database Administrator, Project Manager, and warehouse managers and workers, Sites Guards and printer operators and supervisors, Quality Assurance operators. Provider would supply raw material for the documents, maintain the System, train, and manage the Documents personalization, all as set forth in the SOW.

1.5.2.4.

The implementation plan for this Operate phase is specified in the PIP.

1.5.2.5.

The Provider shall make best efforts so that the supplied System and the equipment during the Operate phase will be sufficient for the issuance of a minimum of **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** Official Documents within the concession period of 3 (three) years from the date of issuing the first new Driver License Card (“Concession Period”). In the event that at the expiration or termination of the Concession Period, the minimum number of **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** Official Documents have not been issued, then:

1.5.2.5.1.

the parties shall extend the Concession Period for an additional 1 year, and the Provider shall continue to Operate and get income and the Concession Period shall be deemed to be extended accordingly,

1.5.2.5.2.

In the event that after the end of the 1 year extension, the number of issued cards during the Concession Period (as extended) is still below **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** (and accordingly that the total contract price paid to the Provider is below US$ 17,255,000), the Purchaser will pay the Provider the difference between US$17,255,000 and the sum received by the Provider at the end of the said extension, such sum to be paid within fourteen (14) days of the expiry of the said extension period Example: if for example only **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** cards will have been issued by the end of the Concession Period (as extended) - a sum of **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** will be paid to the Provider. After the Purchaser will pay the Provider the above difference of the cards’ value that were not issued - the Provider will provide the Purchaser the same amount of card raw material.

1.5.3. Transfer:

On the Transfer Date, the Purchaser will have the right to receive title, or license in the Transferred Equipment and Provider will transfer or provide license in the Transferred Equipment to the Purchaser. The Transfer is subject to Purchaser’s compliance with its obligations and covenants pursuant to the Agreement, as confirmed by Provider in writing. To exercise the transfer right, the Purchaser should notify Provider in writing, 6 months before the end of the Concession Period (as defined in. the . Agreement) (or as may be extended pursuant to the provisions hereof). The transfer shall be subject to following provisions:

1.5.3.1.

Upon the Transfer Date, Provider shall transfer to the Purchaser, free and clear from any lien or encumbrance created by Provider and without the payment of any consideration by the Purchaser, all its rights, title and interest in and to the Transferred Equipment, provided however, where such Transferred Equipment includes any intangible assets (e.g., computer software), Provider shall grant the Purchaser a perpetual, royalty- free, non-transferable, non-assignable license to use such intangible assets limited to the rights that Provider owns.

1.5.3.2.

Three months prior to the expected Transfer Date, Provider and the Purchaser shall meet and agree on the mechanics of transfer.

1.5.3.3.

The Transferred Equipment and all other equipment transferred pursuant to this Article 1.5.3 shall be transferred on an “as is” basis and any warranties which would otherwise be implied by statute or otherwise, including, without limitation, warranties as to title, fitness for the purpose, the absence of hidden or inherent defects, description or otherwise of whatsoever nature will be excluded and after the Transfer Date and Provider shall be under no liability whatsoever to the Purchaser in respect of the operation or otherwise of the Sites, Systems, Infrastructure or any part of the Transferred Equipment by the Purchaser or a person designated by the Purchaser and the Purchaser shall indemnify and keep Provider indemnified against any liability to any person arising from the use or operation of the Sites, Systems, Infrastructure or any part of the Transferred Equipment after the Transfer Date, provided however that Provider shall subrogate or assign the Purchaser any and all rights and benefits which it is able to subrogate or assign of any unexpired warranties of repair in respect of the Transferred Equipment under applicable laws or otherwise, if any.

1.5.3.4.

The Purchaser shall be responsible for all costs and expenses (including legal fees and taxes or duties) incurred in connection with the transfer referred in this Article 1.5.3 and shall, at its own cost obtain or effect all approvals, licenses, registrations and filings and take such other actions as may be necessary for the transfer contemplated in this Article 1.5.3, and reimburse Provider, on demand, for all such costs and expenses incurred by Provider in respect of such transfer.

1.5.3.5.

Notwithstanding anything to the contrary herein, in no event shall Provider be required to transfer or grant any right in the Transferred Equipment, if the Purchaser did not or does not comply with its full payment obligations pursuant to the Agreement.

1.5.3.6.

Maintenance Period after Transfer: During the duration of the Concession Period the Provider will be responsible for the maintenance of Equipment. Once the concession period expires or is terminated maintenance of system would be subject to an annual maintenance fee as stipulated in Appendix C. the fee is to be paid before the start of the annual maintenance.

2. Terms and Conditions

2.1.

The consideration paid by each Applicant and the Purchaser for each Official Document shall be as specified in the price list attached as Appendix C to the Agreement (the “Fees”).

2.2.

Purchaser Guarantees

2.2.1.

The Purchaser guarantees that the minimum consideration to be received by Provider for the purchase of Official Documents by Applicants and by the Purchaser during the Concession Period (as may be extended pursuant hereto) (the “Purchaser’s Guaranteed Payments”) shall be the proceeds of the issuance of the Minimum Number of Driver Licenses, as stated in Section 1.1 above.

2.2.1.1.

The payments pursuant to this Section 2 shall be made to such bank account designated by Provider and the Purchaser for the said purpose only.

2.3.

Payments

2.3.1. The Purchaser and the Provider would jointly open an escrow bank account in a reputable local Bank. All payments by the Applicants would be made directly to this escrow account. The bank would have an instruction that: every day at the end of the working day, the Bank would transfer the accumulated money per the following principle: **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** equal to **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** for each Applicant shall be paid to the Provider and the balance of the Drivers’ Licenses fees shall be paid to the Purchaser. The Provider will be paid the amounts due to it in US dollars.

2.3.2. Upon payment in the bank the Applicant would be given an anti-counterfeit receipt, immediately following payment by the Applicant. With this receipt in hand the applicant would be able to start the registration into the system in order to receive the Official Document.

2.3.3. It is assumed no currency restriction would prevail throughout the duration of the concession period. In case restriction would be imposed, this project would be exempt from it and the Purchaser would allow automatic conversion of all the US Dollars to be transferred out of Tanzania to such foreign bank accounts as may be provided by the Provider.

2.4.

Guarantees

2.4.1.

Provider undertakes to finance the Project whether by-independent resources or otherwise. In any event, to allow such finance, the Purchaser shall provide guarantees acceptable to the Provider.

2.5.

General

2.5.1.

Anything herein contained to the contrary notwithstanding, Provider reserves the right to assign certain payments due to Provider from the Purchaser to be made to third parties, the details of which shall be submitted to the Purchaser in writing from time to time, if at all.

2.6.

Net Payments: All amounts to be paid under the Agreement, including the Fees and the Guaranteed Payments, are net amounts.

2.7.

Delay of Payments

2.7.1.

Without derogation from any other remedy under the Agreement or under applicable law, Provider has the right to stop all activities under this Agreement should any payment delay exceed 45 days and any portion of any consideration to be paid to Provider, which shall not be transferred by the Purchaser to Provider or its designee on its due date, shall bear an interest of 1.5% (one and half percent) per month from the due date. Such interest shall be compounded daily. In addition, in such event:

2.7.1.1.

Provider’s schedules for implementation of the Project shall be automatically extended for a period equal to the Purchaser’s delay plus an additional 45 days.

2.7.1.2.

Provider will price and can ask for the payment of additional charge for the additional costs associated with the delay caused by the stoppage of the activities.

2.7.1.3.

Provider will resume activities only upon execution of the full payment of all amounts in arrears.

2.7.1.4.

Provider has the sole right to take back the System and charge the Purchaser for the cost of additional expenses.

2.7.1.5.

Provider would be entitled to the agreed amounts as stipulated in the Agreement.

2.7.1.6.

In a case of disagreement between the Provider and the Purchaser, the provisions for resolution of conflict under the Contract will apply.

2.7.2.

If the Purchaser does not fulfill any of his obligations in accomplishing implementation activity as per the agreed plan (Appendix B, C and E), and if this failure causes delay in other activities then the Provider will have the right to undertake and perform completion of the activity by himself and/or other subcontractor and the Purchaser will forthwith reimburse the Provider for all costs and expenses incurred by the Provider in this regard together with such administrative charges and other costs as may be applied by the Provider.

APPENDIX E - PROJECT IMPLEMENTATION PLAN

**THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**

APPENDIX F - SOFTWARE ESCROW AGREEMENT

[Form of Software Escrow Agreement to be attached once agreed by the parties]

SECTION V: MINUTES OF A PRE-CONTRACT NEGOTIATION MEETING.

**THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**

SECTION VI: THE SCHEDULE OF REQUIREMENTS & TECHNICAL SPECIFICATIONS;

1.0

Introduction

The driver’s license is one of the most familiar documents issued by governments. The traditionally, the most important function of the driver’s license has been to improve traffic safety. The license can be issued only to drivers who demonstrate the ability to safely operate a motor vehicle. When a law enforcement officer stops a driver for a traffic offence, the license is used to quickly establish a motorist’s identity and indicate whether the motorist should be allowed to continue to drive The current driver’s licence is a folded paper document with a photo of the licence holder, a serial licence number, the class of licence, signature and stamp of issuing officer and four blank pages for endorsements, if any The document is not durable and can be easily forged. The driver’s licence is valid for three years and does not correspond to the International Road Traffic Model Status. As a road safety tool, photo driving licenses are the most effective means of confirming that drivers are qualified and are who they say they are. The photograph is taken at the time the figure prints are captured and stored into the computer database. They will make it harder for disqualified and unlicensed drivers - serious traffic offenders - to flout the law by driving on forged, stolen or borrowed licences. That makes our roads safer for everyone

2.0

Current System

The existing manual driver’s licence register shows that there are approximately 600,000 licences. It is estimated that 80% of these licences are still active. The records also show that approximately 70% of all driver’s’ licences were issued in Dar as Salaam. If the regional distribution of driver’s licences follows a similar distribution pattern as that of the motor vehicles then the number of active licence holders in the major regions would be as shown in the table on Table 1 below

Table 1

Transactions per Region (220 working days per year)

Region	Total	Transactions per day if three years transition period
Dar es Salaam	250,000	380
Tanga	20,000	30
Arusha	20,000	30
Mwanza	20,000	30
Iringa	15,000	23
Kagera	15,000	23
Kilimanjaro	5,000	8
Mbeya	5,000	8
Morogoro	5,000	8
Zanzibar	5,000	8
Remaining regions	40,000	61
TOTAL	400,000	609

3.0 Proposed System.

Manufacturing and ‘issuing of driving licences shall be done in a cost effective and customer friendly way. The licence shall be of high security standard and be recognised by the police, Purchasers and other financial institutes as an accepted identification document.

The TRA will undertake all card manufacturing procedures on its own, i.e. handle applications, payments, registration procedures, card manufacturing and issuance of the card.

The Supplier shall provide TRA with a modern and top of the range system for manufacturing and issuing of Driving Licences according to the Tanzanian legislation, the user requirements, functional and Systems Designs Specifications (SDS) which will form part of the Terms of Reference.

Procedures for Production and Issuance of Driving Licence

There are four stages involved in the production and issuance of a driving licence. A detailed description of the procedures is described in Table 2. The first stage, which is mainly the responsibility of the driver, is managed outside the TRA except the issuance of a Provisional (Learner’s) Licence. The second stage of the prices should be undertaken by TRA who would process the registration of drivers, monitor and control the revenue collection and also-safeguard against fraud and illegal issuance of licences. Also the third stage, which involves the production of the cards, will be undertaken by TRA. The fourth stage is the distribution of the driving licenses to the drivers.

Table 2: Processes for the Production and Issuance of Driving Licences

The applicant has to undergo Driving Learners Training (Education), a procedure which is administered by approved Driving Schools (institutions) in located all over the country and Driving Licence Testing, a procedure administered by the Police Traffic. All the above processes are mandatory before one applies for driving licence. The TRA issues a Provisional Driving Licence Class H, which allows the applicant to undertake driving training classes and subsequently undertake a Driving Licence Test after payment of a Test Fee.

Transition Period

The current Tanzania Driving Licence is valid for a period of three years. A practical conversion and distribution model would be to use the expiry date as the date when a renewal should be effected. It is estimated that the annual renewal volume of driving licences would be 333,000. This estimate does not include new registrations. The transition period by which all old driving licences would have been replaced would be three years.

Data Capturing

All mandatory driving particulars must be submitted by the licence holder/applicant on an Application Form to be used for data capture.

Data capturing will be done according to two separate procedures as described below.

Data capturing at the TRA computerised offices and the Traffic Police

Offices shall be online connected to the central database and shall undertake capturing of specified driver’s bio data and biometric data by using live scan equipment. This implies that the applicant has to approach any of the TRA offices in order to:

· Submit personal particulars on an application form

· Be photographed

· Submit fingerprint

· Submit signature.

Individual particulars, La name and address will mainly be retrieved from the TIN system using online connection to the TIN database. Furthermore, the Police Vehicle Inspector shall input information of the Certificate of Competence whose template will be provided by the System. All data will be stored and processed for further issuing of driving licences.

Driving Licence System Software

The CDLS software shall be entirely owned by the TRA in order to monitor and exercise full control over the driving licence database. The Terms of Reference for the application hardware and software are described in this document.

Driving Licence Register

The scope of the system includes:

The recording of Learners Driving Licence application

The recording of Learners Driving Licence test result

The authorisation of a Learners Licence

The issuing of Learner’s Licence document

The recording of Driving Licence application

The recording of Driving. Licence test result The authorisation of a Driving Licence

The recording of a professional driving permit

The authorisation of professional driving permit

The ordering of Driving Licence

The issuing of Driving Licence Document whilst the Driving Licence is produced

The calculation and recording of fees

The administrative maintenance of fees

The-production of Management Reports

The production of Driving Licences.

4.0 Funding

The project is to be self-financing and therefore implemented on a cost recovery basis. Therefore, the supplier will be required to raise their own funds for the project and recover their costs from the sales of driving licences. The funding shall cover all necessary system input during the payback period, such as:

Development of an integrated DLS

Implementation of the DLS

Supply of computer equipment

Supply of card manufacturing equipment

Supply of materials

Supply of consumables

Installation & commissioning of the system

Training of TRA staff

Operating the system for a period of one year after implementation.

The supplier shall be refunded all investments and operational costs as shown in the Price Schedule during the payback period.

5.0 Business Objectives

The existing Driving Licence Administration System has a number of weaknesses, believed to contribute to road accidents and loss of revenue to the Government. These problems were identified by a previous study conducted in order to assess the requirements and to review the costs and benefits of modernising the Registration of Motor Vehicle and Driving Licence. Some of the findings were:

Driving Licences are issued on substandard documents, which can be easily forged and counterfeited.

Lack of automated central register of driving licences opens possibilities for fraudulent issuance of driving licences. It also makes it difficult to verify genuineness of driving Licences as there is no reference Database.

The procedures to obtain driving licences are cumbersome and involve more than one government body.

The number of forged licences and unauthorised/untrained drivers is very high and cannot be easily identified and controlled.

The Government of the United Republic of Tanzania would like to implement the computerisation of the Driving Licence through a “Build, Operate and Transfer (BOT)” scheme. The TRA would now like to invite eligible firms to submit proposals to undertake the development of a computerised Driving Licence System and supply, install and commission relevant equipment for the production and issuance of driving licence cards as described in the Technical specifications on a “Build, Operate and Transfer” (BOT) scheme.

The overall goal of the ‘Build-Operateeand Transfer” (BOT) of a Computerized Driving Licence System (CDLS-) shall be to develop and implement a computerised and modern system for processing and issuing of Driving Licences with high physical security and in a customer service oriented way. Development of the Driving Licence, Issuing arid Manufacturing system shall be based on the-TRA Business (User) and Functional Requirements. Other specific objectives include:

Minimize the number of fraudulent licences.

Enhance law enforcement.

Improve registration system, quality and reliability of information.

Improve revenue collection and accountability.

Comply with Interactional Standards

Maintain a reliable database for monitoring and administering drivers’ compliance to the law

Curb and eliminate unscrupulous drivers who cause many accidents.

The Supplier to suggest appropriate solution to address this i.e. by SMS/Email alerts to mobile police Units.

Reduce accidents caused by wreck less driving.

The TRA will assist the Consultancy firm through a Project Implementation Team (PIT) in accomplishing the tasks specified in the ToR and the Activity Plan. The Commissioner for Domestic Revenue shall be the owner of the Project and the Deputy Commissioner for Technical Services shall be the overall Supervisor of the Driving Licence Project.

6.0 Acronyms Used in These Technical Requirements

	Term	Explanation
	Bps	bits per second
	Cps	Characters per second
	DBMS	patabase management system
	DOS	Disk Operating System
	Dpi	dots per inch
	Ethernet	IEEE 802.3 Standard LAN protocol
	GB	Gigabyte
	Hz	Hertz (cycles per second)
	IEEE	Institute of Electrical and Electronics Engineers
	ISO	United Nations International Standards Organization
	KB	Kilobyte
	KVA	Kilovolt ampere
	LAN	Local area network
	Lpi	lines per inch
	Lpm	lines perfninute
	MB	Megabyte _
	MTBF	Mean time between failures
	NIC	Network interface card
	NOS	Network operating system
	ODBC	Open Database Connectivity
	OLE	Object Linking and Embedding
	OS	Operating system
	PCL	Printer Command Language
	Ppm	Pages per minute
	RAID	Redundant array of inexpensive disks
	RAM	Random access memory
	RISC	Reduced instruction-set computer
	SCSI	Small Computer System Interface

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FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”).** CONTRACT BUILD, OPERATE AND TRANSFER (BOT) BETWEEN TANZANIA REVENUE AUTHORITY AND ON TRACK INNOVATION SOLUTIONS LIMITED (OTI)...