Common use of Warranties and Representations Clause in Contracts

Warranties and Representations. The SERVICE PROVIDER warrants and represents that: it has full capacity and authority and all necessary consents to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the SERVICE PROVIDER; this Contract shall be performed in compliance with all applicable laws, enactments, orders, regulations and other similar instruments as amended from time to time; the Ordered Services shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; it shall discharge its obligations hereunder with all due skill, care and diligence including good industry practice and (without limiting the generality of this Clause 12) in accordance with its own established internal procedures; it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered Services by the CLIENT; it has taken and shall continue to take all steps, in accordance with good industry practice, to prevent the introduction, creation or propagation of any disruptive element (including any virus, worm and/or trojan horse) onto the Ordered Service and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CLIENT; it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services in accordance with good industry practice; it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered Services; and this Contract is established on the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event and to the extent only of any conflicts between this Contract and the Model Contract for legal services, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be remedied as a matter of urgency at no cost to the CLIENT. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this Contract.

Warranties and Representations. The SERVICE PROVIDER warrants and represents that: that:- it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract and that this its obligations under the Contract; the Contract is executed by a duly authorised representative of the SERVICE PROVIDER; this in entering the Contract shall it has not committed any Fraud; as at the Commencement Date, all information, statements and representations contained in the Tender and the PQQ Response for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the CLIENT prior to execution of the Contract and it will advise the CLIENT of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be performed false or misleading; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; it is not subject to any contractual obligation, compliance with all applicable laws, enactments, orders, regulations and other similar instruments as amended from time which is likely to time; the Ordered Services shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; it shall discharge have an adverse effect on its ability to perform its obligations hereunder with all due skillunder the Contract; no proceedings or other steps have been taken and not discharged (nor, care and diligence including good industry practice and (without limiting to the generality best of this Clause 12its knowledge, are threatened) for the winding up of the SERVICE PROVIDER or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in accordance with its own established internal proceduresrelation to any of the SERVICE PROVIDER’S assets or revenue; it owns, has obtained or shall is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract its obligations under the Contract; the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; in the use three (3) years prior to the date of the Ordered Services by Contract: it has conducted all financial accounting and reporting activities in compliance in all material respects with the CLIENTgenerally accepted accounting principles that apply to it in any country where it files accounts; it has taken been in full compliance with all applicable securities and shall continue tax laws and regulations in the jurisdiction in which it is established; and it has not done or omitted to take all stepsdo anything which could have an adverse effect on its assets, in accordance with good industry practice, financial condition or position as an ongoing business concern or its ability to prevent the introduction, creation or propagation of any disruptive element (including any virus, worm and/or trojan horse) onto the Ordered Service and into systems, data, software or Confidential Information (held in electronic form) owned by or fulfil its obligations under the control of, or used by, the CLIENT; it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services in accordance with good industry practice; it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered Services; and this Contract is established on the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event and to the extent only of any conflicts between this Contract and the Model Contract for legal services, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be remedied as a matter of urgency at no cost to the CLIENT. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this Contract.

Warranties and Representations. The SERVICE PROVIDER Provider warrants and represents that: It has full capacity and authority to enter into this Contract and all necessary Consents have been obtained and are in full force and effect; its execution of this Contract does not and will not contravene or conflict with its constitution, any Law, or any agreement to which it is a party or which is binding on it or any of its assets; in entering this Contract it has not committed any Fraud; to the best of its knowledge, nothing will have, or is likely to have, a material adverse effect on its ability to perform its obligations under this Contract; it has the right to permit disclosure and use of Confidential Information for the purpose of this Contract; in the 3 years prior to the Commencement Date: It has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; It has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and It has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under this Contract; and No proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge are threatened) for the winding up of the Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Provider’s assets or revenue; it shall use Good Industry Practice to ensure that any information and communications technology systems and/or related hardware and/or software it uses are free from corrupt data, viruses, worms and any other computer programs or code which might cause harm or disruption to the Authority's information and communications technology systems; it shall: (i) comply with all relevant Law and Guidance and shall use Good Industry Practice to ensure that there is no slavery or human trafficking in its supply chains; and (ii) notify the Authority immediately if it becomes aware of any actual or suspected incidents of slavery or human trafficking in its supply chains; it shall at all times conduct its business in a manner that is consistent with any anti-slavery Policy of the Authority and shall provide to the Authority any reports or other information that the Authority may request as evidence of the Supplier’s compliance with this Clause B20.1 j) and/or as may be requested or otherwise required by the Authority in accordance with its anti-slavery Policy. The Authority warrants and represents that: it has full capacity power and authority to enter into this Contract and all necessary approvals and consents to enter into have been obtained and to perform this Contract are in full force and that this Contract is executed by a duly authorised representative of the SERVICE PROVIDEReffect; this Contract shall be performed in compliance with all applicable laws, enactments, orders, regulations and other similar instruments as amended from time to time; the Ordered Services shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; it shall discharge its obligations hereunder with all due skill, care and diligence including good industry practice and (without limiting the generality of this Clause 12) in accordance with its own established internal procedures; it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance execution of this Contract does not and the use of the Ordered Services by the CLIENTwill not contravene or conflict with its constitution, any Law, or any agreement to which it is a party or which is binding on it; it has taken the right to permit disclosure and shall continue to take all steps, in accordance with good industry practice, to prevent the introduction, creation or propagation use of any disruptive element (including any virus, worm and/or trojan horse) onto the Ordered Service and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CLIENT; it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services in accordance with good industry practice; it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered Services; and this Contract is established on the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event purpose of this Contract; and to the extent only best of any conflicts between this Contract and the Model Contract for legal servicesits knowledge, the Model Contract for legal services shall prevail over nothing will have, or is likely to have, a material adverse effect on its ability to perform its obligations under this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be remedied as a matter of urgency at no cost to the CLIENT. Except as expressly stated set out in this Contract, all warranties clause B20. are given on the Commencement Date and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to repeated on every day during the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance term of this Contract.

Warranties and Representations. The SERVICE PROVIDER warrants Supplier warrants, represents and represents undertakes to the Customer that: it has full capacity and authority and all necessary consents consents, licences, permissions (statutory, regulatory, contractual or otherwise) (including where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Contract and that Call Off Contract; this Call Off Contract is executed by a duly authorised representative of the SERVICE PROVIDERSupplier; in entering this Call Off Contract it has not committed any Fraud; in entering this Call Off Contract it has not committed or agreed to commit a Prohibited Act including any offence under the Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010; in entering this Call Off Contract it has no knowledge, that: in connection with it, any money or other inducement has been, or will be, paid to any person working for or engaged by the Customer or other Contracting Body or any other public body or any person engaged or employed by or on behalf of the Customer in connection with this Call Off Contract; and an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Call Off Contract; this Call Off Contract shall be performed in compliance with all applicable laws, enactments, orders, regulations and other similar instruments Laws (as amended from time to time) and all applicable Standards; as at the Ordered Call Off Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Customer prior to execution of the Call Off Contract and it will advise the Customer of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading and all warranties and representations contained in the Tender shall be provided deemed repeated in this Call Off Contract; no claim is being asserted and carried out by appropriately experiencedno litigation, qualified arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and trained personnel with all due skillbelief, care and diligencepending or threatened against it or its assets which will or might affect its ability to perform its obligations under this Call Off Contract; it shall discharge is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations hereunder with all due skillunder this Call Off Contract; no proceedings or other steps have been taken and not discharged (nor, care and diligence including good industry practice and (without limiting to the generality best of this Clause 12its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in accordance with its own established internal proceduresrelation to any of the Supplier's assets or revenue; it owns, has obtained or shall is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under this Call Off Contract and shall maintain the use of same in full force and effect. The Supplier also warrants, represents and undertakes to the Ordered Services by Customer that: in the CLIENT; three (3) years prior to the Call Off Commencement Date (or from when the Supplier was formed if in existence for less than three (3) years prior to the Call Off Commencement Date): it has taken conducted all financial accounting and shall continue reporting activities in all material respects in compliance with the generally accepted accounting principles that apply to take it in any country where it files accounts; and it has been in full compliance with all stepsapplicable securities and tax laws and regulations in the jurisdiction in which it is established; and it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under this Call Off Contract; and for the Call Off Contract Period that all Staff will be vetted in accordance with good industry practice, to prevent the introduction, creation or propagation of any disruptive element (including any virus, worm and/or trojan horse) onto the Ordered Service Staff Vetting Procedures and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CLIENTGood Industry Practice; it shall take at all measures times during this Call Off Contract comply with its obligations in Clause 12 (Standards and Quality). For the avoidance of doubt, the fact that any provision within this Call Off Contract is expressed as a warranty shall not preclude any right of termination the Customer may have in respect of breach of that provision by the Supplier which constitutes a Material Breach. The Supplier acknowledges and agrees that: the warranties, representations and undertakings contained in this Call Off Contract are material and are designed to avoid induce the Customer into entering into it; and the Customer has been induced into entering into this Call Off Contract and in doing so has relied upon the warranties, representations and undertakings contained herein. SUPPLY OF SERVICES Provision of the Services The Supplier shall provide the Services in accordance with the Order, Implementation Plan and Milestones (if any) and any other requirements of the Customer as set out in the Order Form and all data loss obligations of the Supplier in this Call Off Contract. The Supplier shall ensure that the Services are fully compatible with any Customer’s equipment described in the Order Form. Except where otherwise provided in this Call Off Contract, the Services will be provided by the Staff at the Premises. The Customer may inspect and data corruption examine the manner in which the Supplier provides the Services at the Premises and, if the Premises are not the Customer’s Premises, the Customer may carry out such inspection and examination during normal business hours and on reasonable notice. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Ordered Services and the performance of its obligations under this Call Off Contract. Time of Delivery of the Services The Supplier shall provide the Services on the date(s) specified in the Order Form and the Milestone Dates (if any). If so specified by the Customer in the Order Form, time of delivery in relation to the Services shall be of the essence and if the Supplier fails to Deliver the Services at the time or within the time period specified (and without Approval), the Customer may release itself from any obligation to accept and pay for the Services and/or terminate this Call Off Contract for Material Breach in either case without prejudice to any other rights and remedies of the Customer under this Call Off Contract and at Law. Undelivered Services In the event that not all of the Services are Delivered in accordance with good industry practice; it Clause 6.1 ("Undelivered Services") then the Customer shall take all measures be entitled to avoid the failure or reduced performance withhold payment (in whole or in partaccordance with Clause 13) of the Ordered applicable Call Off Contract Charges for any Services that were not so Delivered (and in accordance with the corresponding Milestone Date, if any) until such time as the Undelivered Services are Delivered. This right shall be without prejudice to any other rights and remedies the Customer has under this Call Off Contract and at Law. [NOT USED] [NOT USED] CALL OFF CONTRACT PERFORMANCE PROVISION AND REMOVAL OF EQUIPMENT Unless otherwise stated in the Order Form, the Supplier shall provide all the Equipment necessary for the supply of the Services. The Supplier and the Staff shall not deliver any Equipment nor begin any work on the Premises without obtaining Approval. All Equipment brought onto the Premises shall be at the Supplier's own risk and the Customer shall have no liability for any loss of or damage to any Equipment unless and to the extent that the Supplier is able to demonstrate that such loss or damage was caused by or contributed to by the Customer Cause. The Supplier shall be wholly responsible for the haulage or carriage of the Equipment to the Premises and the removal thereof when it is no longer required by the Customer and in each case at the Supplier's sole cost. Unless otherwise stated in this Call Off Contract, Equipment brought onto the Premises will remain the property of the Supplier. The Supplier shall maintain all items of Equipment within the Premises in a safe, serviceable and clean condition. The Supplier shall, at the Customer's written request, at its own expense and as soon as reasonably practicable: remove from the Premises any Equipment or any component part of Equipment which in the reasonable opinion of the Customer is either hazardous, noxious or not in accordance with this Call Off Contract; and this Contract is established on replace such Equipment or component part of Equipment with a suitable substitute item of Equipment. Where a failure of Equipment or any component part of Equipment causes two (2) or more Service Failures in any twelve (12) Month period, the terms Supplier shall notify the Customer in writing and conditions shall, at the Customer’s request (acting reasonably), replace such Equipment or component part thereof at its own cost with a new item of Equipment or component part thereof (of the Model Contract same specification or having the same capability as the Equipment being replaced). Upon termination or expiry of this Call Off Contract, the Supplier shall remove the Equipment together with any other materials used by the Supplier to supply the Services and shall leave the Premises in a clean, safe and tidy condition. The Supplier is solely responsible for legal services without amendment thereto save for making good any damage to the necessary information to complete Premises or any objects contained thereon, other than fair wear and tear, which is caused by the Supplier and any Staff. PREMISES Inspection of Premises Unless the Parties agree in the Order Form that Model Contract inspection of the Premises is not required, where the Supplier acknowledges and agrees that it has inspected the Premises before the Call Off Commencement Date (or within such period from the Call Off Commencement Date as specified in the Order placed by Form) and has advised the CLIENTCustomer of any aspect of the Premises that is not suitable for the provision of the Services and that the specified actions to remedy the unsuitable aspects of the Premises, together with a timetable for and the costs of those actions, have been specified in the Order Form. In If the event and Supplier has either failed to inspect the Premises or failed to notify the Customer of any required remedial actions in accordance with Clause 10.1.1 then the Supplier shall not be entitled to recover any additional costs or charges from the Customer relating to any unsuitable aspects of the Premises except in respect of any latent structural defect in the Premises. The onus shall be on the Supplier to prove to the extent only Customer that any work to the Premises is required in respect of any conflicts between this Contract a latent structural defect and that the Model Contract for legal services, the Model Contract for legal services shall prevail over this Contractadditional costs or charges are reasonable and necessary. The SERVICE PROVIDER acknowledges that any breach of the warranties Supplier shall not incur such additional costs or charges without obtaining Approval. Any disputes relating to due diligence as set out in Clause 12.1 2 (Due Diligence) or this Clause 10 shall be remedied as a matter of urgency at no cost to resolved in accordance with the CLIENT. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this ContractDispute Resolution Procedure.

Warranties and Representations. If either Party is aware of any error or defect of a technical nature in a document prepared for the purpose of the supply of the Devices or the performance of a service, that Party shall immediately notify the other Party of the existence of such error that requires correction or improvement. Each Party represents that the Agreement has been duly signed and delivered by it and constitutes that Party’s legal, valid and binding obligation, enforceable under the terms and conditions specified in this Agreement. The SERVICE PROVIDER Supplier hereby warrants and represents that: the Supplier is a legally operating company of a stable position on the market, which has all the capabilities required to perform the Supplier’s obligations under the Agreement no court proceedings, proceedings for recognition of claims or disputes are pending against the Supplier, the outcome of which that is adverse for the Supplier might significantly and adversely affect the Supplier’s financial position or limit the Supplier’s ability to perform the Supplier’s obligations under the Agreement; the Supplier has not been put into liquidation or passed any resolution on bankruptcy, liquidation and no petition in bankruptcy has been presented against the Supplier, and no receiver or trustee in bankruptcy has been appointed or threatened to be appointed for the Supplier in connection with the proceedings mentioned above; the Supplier has disclosed to the Client all material and significant information. Significant information shall be understood as information as a result of which, if it has full capacity came into the possession of the Client at any stage of the negotiation, signature and authority and all necessary consents to performance of the Agreement, the Client would not enter into the Agreement; all governmental, corporate and to perform this Contract other requirements, licenses, authorisations and that this Contract is executed by a duly authorised representative permits necessary or desirable in connection with the conclusion, validity and enforceability of the SERVICE PROVIDER; this Contract shall be performed Agreement and the transactions contemplated in compliance the Agreement, and in connection with all applicable laws, enactments, orders, regulations the supply of the Devices and other similar instruments as amended from time to time; the Ordered Services shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; it shall discharge its obligations hereunder with all due skill, care and diligence including good industry practice and (without limiting the generality of this Clause 12) in accordance with its own established internal procedures; it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract any other services have been obtained or secured and remain in full force and effect. The Devices, including all other materials delivered to and/or installed at the Place of Delivery by the Supplier, shall conform to the Specification and the use of Technical Requirements (Annex No. 1) and be free from any defects in materials or workmanship, at the Ordered Services by the CLIENT; it has taken and shall continue to take all stepssame time, in accordance with good industry practice, to prevent the introduction, creation or propagation event of any disruptive element (including any viruschanges in the warranties and representations included in paragraph 3, worm and/or trojan horse) onto the Ordered Service and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used byletters a)-f), the CLIENT; it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services in accordance with good industry practice; it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered Services; and this Contract is established on the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event and to the extent only of any conflicts between this Contract and the Model Contract for legal services, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 Supplier shall be remedied as a matter of urgency at no cost obliged to notify the CLIENT. Except as expressly stated Client in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this Contractwriting without unnecessary delay.

Warranties and Representations. The SERVICE PROVIDER Provider warrants and represents to the Authority that: - it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Contract Framework Agreement and under any Call-Off Contract; it acknowledges that it will not be able to bid for any Further Competitions under the Framework Agreement following the issue of a call for Further Competition if it has not signed and returned this Contract is executed by a duly authorised representative Framework Agreement; all obligations of the SERVICE PROVIDER; Provider pursuant to this Framework Agreement and under any Call-Off Contract shall be performed in compliance with all applicable laws, enactments, orders, regulations and other similar instruments as amended from time to time; the Ordered Services shall be provided and carried out by appropriately experienced, qualified and trained personnel Staff with all due skill, care and diligence; it the Provider and its Staff employed by the Provider in connection with the Services will comply with the relevant Quality Standards, Law, codes of conduct and Regulations governing the provision of the Services; the Provider is not in default in the payment of any due and payable taxes or in the filing, registration or recording of any document or under any legal or statutory obligation or requirement which default might have a material adverse effect on its business, assets or financial condition or its ability to observe or perform its obligations under this Framework Agreement and under any Call-Off Contract; the Provider shall discharge its obligations hereunder under this Framework Agreement and under any Call-Off Contract with all due skill, care and diligence including good industry practice Good Industry Practice and (without limiting the generality of this Clause 12Clause) in accordance with its own established internal procedures; this Framework Agreement is executed by a duly authorised representative of the Provider; in entering into this Framework Agreement or any Call-Off Contract it ownshas not committed any Fraud; as at the Commencement Date, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary information, statements and representations contained in the Invitation to Tender and the Provider’s response to the Invitation to Tender (including statements made in relation to the categories referred to in regulation 57 of the Regulations) for the performance Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Contract Framework Agreement and it will promptly advise the use Authority of the Ordered Services by the CLIENTany fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of the Framework Agreement or any Call-Off Contract; it has not caused or induced any person or organisation to enter such agreement referred to in Clause 9.1.10 above; it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Services under the Framework Agreement; it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, the Bribery Act 2010 or the Criminal Finances Act 2017; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and any Call-Off Contract which may be entered into with a Customer; it is not subject to any contractual obligation, compliance with which is likely to have an effect on its ability to perform its obligations under this Framework Agreement and any Call-Off Contract which may be entered into by a Customer; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Provider's assets or revenue; and in the three (3) Years prior to the date of this Framework Agreement: - it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities, laws and regulations in the jurisdiction in which it is established; and it has not performed any act or omission with respect to its financial accounting or reporting which could have an adverse effect on the Provider's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement. The Provider shall continue to take all steps, provide the Services in a conscientious and timely manner in accordance with good industry practice, to prevent the introduction, creation contract standard as described in the Framework Agreement or propagation as reasonably required by the Customer. The Provider shall notify the Authority’s contracts manager immediately of any disruptive element (including any virus, worm circumstances relating to the Provider and/or trojan horse) onto the Ordered Service and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CLIENT; it shall take all measures to avoid any and all data loss and data corruption during Customer concerning the provision of the Ordered Services in accordance with good industry practice; it of which the Provider is aware or anticipates which may justify the Authority and/ or the Customer taking action to protect its interests (including its reputation and standing). During the term of this Framework Agreement the Provider shall take all measures to avoid not, without the failure prior written consent of the Authority, either directly or reduced performance (in whole indirectly on their own behalf or in part) the service of on behalf of others, solicit or attempt to solicit, divert any Customer personnel who they have worked with on this Framework Agreement or any Call-Off Contract resulting from this Framework Agreement. The Provider warrants and represents the statements in Clause 9.1 above to each of the Ordered Services; and this Contract is established on the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event and to the extent only of any conflicts between this Contract and the Model Contract for legal services, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be remedied as a matter of urgency at no cost to the CLIENT. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this ContractCustomers.

Warranties and Representations. The SERVICE PROVIDER warrants and represents that: it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the SERVICE PROVIDER; this Contract shall be performed in compliance with all applicable laws, enactments, orders, regulations and other similar instruments as amended from time to time; the Ordered Services shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; it shall discharge its obligations hereunder with all due skill, care and diligence including good industry practice and (without limiting the generality of this Clause 1213) in accordance with its own established internal procedures; it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered Services by the CLIENTCUSTOMER; it has taken and shall continue to take all steps, in accordance with good industry practice, to prevent the introduction, creation or propagation of any disruptive element (including any virus, worm and/or trojan horse) onto the Ordered Service and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CLIENTCUSTOMER; it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services in accordance with good industry practice; it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered Services; and this Contract is established on the terms and conditions of the Model Contract for legal services Consultancy Solutions without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENTCUSTOMER. In the event and to the extent only of any conflicts between this Contract and the Model Contract for legal servicesConsultancy Solutions, the Model Contract for legal services Consultancy Solutions shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 13.1 shall be remedied as a matter of urgency at no cost to the CLIENTCUSTOMER. Failure to remedy (if capable of remedy) such to comply with Clause 13.1 within five (5) Working Days of notification by the CUSTOMER shall constitute a breach of this Contract entitling the CUSTOMER to terminate in accordance with Clause 11. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT CUSTOMER and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this Contract.

Warranties and Representations. The SERVICE PROVIDER Provider warrants and represents that: to LPP that:- it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Contract Agreement; it acknowledges that it will not be able to bid for any further competitions under the DPS following the issue of any Invitation to Tender if it has not signed and that returned this Contract is executed by a duly authorised representative Agreement; all obligations of the SERVICE PROVIDER; Provider pursuant to this Agreement and under any Call-off Contract shall be performed in compliance with all applicable laws, enactments, orders, regulations and other similar instruments as amended from time to time; the Ordered Services shall be provided and carried out by appropriately experienced, certified, qualified and trained personnel Staff with all due skill, care and diligence; it will ensure that the Provider and all Staff, agents, sub-contractors, self-employed staff or personnel employed by the Provider in connection with the Goods, Services and/or Works (if applicable) will comply with the relevant Legislation, Codes of Conduct and Regulations governing the delivery of Goods, Services and/or Works (if applicable). the Provider is not in default in the payment of any due and payable taxes or in the filing, registration or recording of any document or under any legal or statutory obligation or requirement which default might have a material adverse effect on its business, assets or financial condition or its ability to observe or perform its obligations under this Agreement and under any Call-off Contract. the Provider shall discharge its obligations hereunder under this Agreement and under any Call-off Contract with all due skill, care and diligence including but not limited to the good industry practice and (without limiting the generality of this Clause 12Clause) in accordance with its own established internal procedures; this Agreement is executed by a duly authorised representative of the Provider; in entering into this Agreement or any Call-Off Contract it ownshas not committed any Fraud; as at the Commencement Date, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary information, statements and representations contained in the Request to Participate/ completed Pre-Qualification Questionnaire (including statements made in relation to the categories referred to in regulation 57 of the Regulations) for the performance Goods, Services and/or Works (if applicable) are true, accurate, and not misleading save as may have been specifically disclosed in writing to LPP prior to the execution of this Contract Agreement and the use it will promptly advise LPP of the Ordered Services by the CLIENTany fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Agreement or any Call-off Contract; it has not caused or induced any person to enter such agreement referred to in Clause 8.1.8 above; it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods, Services and/or Works (if applicable) under the Agreement; it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916 or the Xxxxxxx Xxx 0000; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Agreement and any Call-Off Contract which may be entered into with LPP or Other Contracting Authorities; it is not subject to any contractual obligation, compliance with which is likely to have an effect on its ability to perform its obligations under this Agreement and any Call-Off Contract which may be entered into with LPP or Other Contracting Authorities; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Provider's assets or revenue; and in the three (3) years prior to the date of this Agreement:- it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities, laws and regulations in the jurisdiction in which it is established; and it has not performed any act or omission with respect to its financial accounting or reporting which could have an adverse effect on the Provider's position as an ongoing business concern or its ability to fulfil its obligations under this Agreement. The Provider shall continue to take all stepsperform the Goods, Services and/or Works (if applicable) in a conscientious and timely manner in accordance with good industry practice, to prevent the introduction, creation Contract Standard as described in this Agreement or propagation as reasonably required by LPP and/or the Contracting Authority. The Provider shall notify LPP’s Contracting Manager immediately of any disruptive element circumstances relating to the Provider and/or LPP and/or the Contracting Authority concerning the Goods, Services and/or Works (if applicable) of which the Provider is aware or anticipates which may justify LPP and/or the Contracting Authority taking action to protect its interests (including any virus, worm and/or trojan horse) onto its reputation and standing). The Provider warrants and represents the Ordered Service and into systems, data, software or Confidential Information (held statements in electronic form) owned by or under the control of, or used by, the CLIENT; it shall take all measures Clause 8.1 above to avoid any and all data loss and data corruption during the provision each of the Ordered Services in accordance with good industry practice; it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered Services; and this Contract is established on the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event and to the extent only of any conflicts between this Contract and the Model Contract for legal services, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be remedied as a matter of urgency at no cost to the CLIENT. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this ContractOther Contracting Authorities.

Warranties and Representations. The SERVICE PROVIDER Lessor warrants and represents that: that it has full capacity title to the Equipment free of any liens and authority encumbrances, except as set forth in Exhibit C attached hereto and all necessary consents to enter into and to perform this Contract made a part hereof (the "Equipment Liens"), and that this Contract is executed by a duly authorised representative of during the SERVICE PROVIDER; this Contract shall be performed in compliance with all applicable laws, enactments, orders, regulations and other similar instruments as amended from time to time; the Ordered Services shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; it shall discharge its obligations hereunder with all due skill, care and diligence including good industry practice and (without limiting the generality term of this Clause 12) in accordance with its own established internal procedures; it ownsLease, provided no event of default has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the occurred hereunder, Lessee's use of the Ordered Services Equipment shall not be interrupted by Lessor or anyone claiming through or under Lessor. Lessor hereby warrants and represents that (i) the CLIENTEquipment is in working order and in good condition and repair; it (ii) the Equipment has taken and shall continue to take all steps, been maintained in accordance with good industry practice, to prevent the introduction, creation or propagation of any disruptive element (including any virus, worm and/or trojan horse) onto the Ordered Service business practices and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CLIENT; it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services specifically in accordance with good industry practicethe terms of any guaranty or warranty applicable thereto; (iii) Lessor has used the Equipment in the manner in which it shall take was intended to be used, consistent with all measures operating manuals and procedures, and otherwise in accordance with all federal, state, and local laws, ordinances, statutes, codes and regulations ("Applicable Laws"); and (iv) the Equipment is suitable and fit for use for the purposes herein leased and the use intended with regards thereto by Lessee. Lessor further warrants and represents that all manufacturer's, vendor's, or dealer's warranties and guarantees applicable to avoid the failure or reduced performance Equipment are described on Exhibit D attached hereto and made a part hereof (the "Warranties") and that all such Warranties are in whole or in part) full force and effect as of the Ordered Services; Effective Date. Lessor authorizes Lessee to assert for Lessor's account, during the term of this Lease, all of Lessor's rights under any such Warranties. Lessor warrants and this Contract represents that any Equipment not in proper working order as of the Commencement Date will be immediately repaired or replaced at Lessor's expense. Specifically, Lessor warrants and represents that that certain Lease Agreement #550460 dated as of May 11, 1999, by and between Lessor and GE Capital Corporation (successor in interest to Xxxxxx Financial Leasing, Inc.) (the "GE Capital Lease") with respect to certain equipment described thereunder is established on in full force and effect and there have been no amendments or modifications to the terms and conditions provisions of said GE Capital Lease. Lessor hereby warrants and represents that as of the Model Contract for legal services without amendment thereto save for date hereof no event of default has occurred under the necessary information GE Capital Lease and no condition exists which with the giving of notice, lapse of time or both or otherwise would constitute such an event of default. Lessor warrants and represents that it will continue to complete fulfill its obligations under the GE Capital Lease and that Model Contract as specified in at the Order placed by expiration of the CLIENTGE Capital Lease term on May 10, 2004, Lessor will immediately exercise its purchase option under said GE Capital Lease. In the event and to an event of default occurs under the extent only of any conflicts between this Contract and the Model Contract for legal services, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be remedied GE Capital Lease as a matter result of urgency Lessor's failure to fulfill its obligations under the GE Capital Lease, Lessee shall have the right to cure such default and offset such amounts against future rental installments (as set forth in the Real Property Lease) as the same become due and at no cost Lessee's option, pursue any other remedy available to the CLIENT. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common it at law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this Contractin equity.

Warranties and Representations. The SERVICE PROVIDER warrants Supplier warrants, represents and represents undertakes that: it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and to perform its obligations under this Contract and that Agreement; this Contract Agreement is executed by a duly authorised representative of the SERVICE PROVIDERSupplier; in entering into this Contract shall be performed Agreement it has not committed any Fraud; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under this Agreement; it is not subject to any contractual obligation, compliance with all applicable laws, enactments, orders, regulations and other similar instruments as amended from time which is likely to time; the Ordered Services shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; it shall discharge have a material adverse effect on its ability to perform its obligations hereunder with all due skillunder this Agreement; no proceedings or other steps have been taken and not discharged (nor, care and diligence including good industry practice and (without limiting to the generality best of this Clause 12its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in accordance with its own established internal proceduresrelation to any of the Supplier's assets or revenue; it owns, has obtained or shall obtain is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under this Contract Agreement; all Staff used to provide the Services will be vetted in accordance with Good Industry Practice and the use of the Ordered Services by the CLIENTStaff Vetting Procedures; it has taken and will continue to hold all necessary regulatory approvals (if any) from the Regulatory Bodies necessary to perform the Supplier's obligations under this Agreement; and it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an on-going business concern or its ability to fulfil its obligations under this Agreement. Mistakes in Information The Supplier shall be responsible for the accuracy of all drawings, documentation and information supplied to the Commissioner by the Supplier in connection with the supply of the Services and shall continue to take all stepspay the Commissioner any extra costs occasioned by any discrepancies, in accordance with good industry practice, to prevent the introduction, creation errors or propagation of any disruptive element (including any virus, worm and/or trojan horse) onto the Ordered Service and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CLIENT; it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services in accordance with good industry practice; it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered Services; and this Contract is established on the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event and to the extent only of any conflicts between this Contract and the Model Contract for legal services, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be remedied as a matter of urgency at no cost to the CLIENT. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this Contractomissions therein.

Warranties and Representations. The SERVICE PROVIDER Each Party warrants and represents that: that:- it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract and that this its obligations under the Contract; the Contract is executed by a duly authorised representative representative; in entering the Contract it has not committed any Fraud; The Service Provider warrants and represents that:- as at the Commencement Date, all information, statements and representations contained in the Tender and the PQQ Response for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Customer prior to execution of the SERVICE PROVIDERContract and it will advise the Customer of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; in performing its obligations under this Contract shall all software used by or on behalf of the Service Provider will be performed currently supported versions of that software and perform in compliance with all applicable laws, enactments, orders, regulations and other similar instruments as amended from time to time; the Ordered Services shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; it shall discharge its obligations hereunder with all due skill, care and diligence including good industry practice and (without limiting the generality of this Clause 12) material respects in accordance with it specification; its own established internal procedures; it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered Goods and Services by the CLIENTCustomer; it has taken taken, and shall continue to take all steps, in accordance with good best industry practice, to prevent the the: introduction, creation or propagation propogation of any disruptive element (including any virus, worm and/or trojan horse) onto element; and unauthorised use of and modification for access or into the Ordered Service and into systems, data, software or Confidential Information (held including in electronic form) owned by or under uner the control of, or used by, the CLIENTCustomer; it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services in accordance with good best industry practice; it shall take all reasonable measures to avoid the failure or reduced performance (in whole or in part) of the Ordered Services; the Goods and this Contract is established on Services are and will continue to be during the terms and conditions Term:- of satisfactory quality; in conformance with the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event and to the extent only of any conflicts between this Contract and the Model Contract for legal services, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be remedied as a matter of urgency at no cost to the CLIENT. Except as expressly stated relevant specifications set out in this Contract, all warranties the relevant order and conditions(if applicable) the manufacturer’s specifications and documentation; free from material programming errors and material defects in design, whether express manufacture or implied materials throughout the applicable warranty period; where Goods are supplied by statuteway of sale and purchase they shall be supplied with full title guarantee; consistent with any quality and security requirements set out or referred to in this Contract. no claim is being asserted and no litigation, common law arbitration or otherwise (including fitness for purpose) are hereby excluded administrative proceeding is presently in progress or, to the extent permitted by law. Both best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the CLIENT Contract; it is not subject to any contractual obligation, compliance with which is likely to have an adverse affect on its ability to perform its obligations under the Contract; no proceedings or other steps have been taken and the SERVICE PROVIDER warrants not discharged (nor, to the other that best of its knowledge, are threatened) for the winding up of the Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Service Provider's assets or revenue; the Goods and Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; in the three (3) years prior to the date of the Contract:- it has undertaken conducted all requisite corporate financial accounting and other action reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to approve it in any country where it files accounts; and it has been in full compliance with all applicable securities and tax laws and regulations in the entering into jurisdiction in which it is established; and performance of this it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

Warranties and Representations. The SERVICE PROVIDER Supplier warrants represents and represents undertakes to the Authority and each Other Contracting Body that: it has full capacity and authority and all necessary consents to enter into and to perform this Contract and that this Contract Framework Agreement is executed by a duly authorised representative of the SERVICE PROVIDERSupplier; this Contract shall be performed in it is not subject to any contractual obligation, compliance with all applicable laws, enactments, orders, regulations and other similar instruments as amended from time which will be likely to time; the Ordered Services shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; it shall discharge have an effect on its ability to perform its obligations hereunder under this Framework Agreement and/or any Call-Off Agreement which may be entered into with all due skill, care and diligence including good industry practice and (without limiting the generality of this Clause 12) in accordance with its own established internal proceduresAuthority or Other Contracting Bodies; it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered into with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect for the performance duration of this Contract the Term and the use duration of any and all Call-Off Agreements entered into by it under the Ordered Services by the CLIENTframework; it has taken and shall continue to take all steps, in accordance with good industry practiceGood Industry Practice, to prevent the introduction, creation or propagation of any disruptive element elements (including any virus, worm worms and/or trojan horseTrojans, spyware or other malware) onto the Ordered Service and into systems, systems providing services to data, software or Authority Confidential Information (held in electronic form) form (owned by or under the control of, or used by the Authority or any other Contracting Body) no proceedings or other steps have been taken and not discharged (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier. The Supplier acknowledges and agrees that: the warranties, representations and undertakings contained in this Framework Agreement and the contents of their Tender and their Catalogue Entries are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements; the Authority has in fact been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, the CLIENT; it and in being so induced shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services in accordance with good industry practice; it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered Services; and this Contract is established on the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event and to the extent only of any conflicts between this Contract and the Model Contract for legal servicesrely upon, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be remedied as a matter of urgency at no cost to the CLIENT. Except as expressly stated warranties, representations and undertakings contained in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this ContractFramework Agreement.

Warranties and Representations. The SERVICE PROVIDER warrants and represents that: it has full capacity and authority and all necessary consents to consentsto enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the SERVICE PROVIDER; this Contract shall be performed in compliance with all applicable laws, enactments, orders, powers granted to the SERVICE PROVIDER under statute (“Code powers”), regulations and other similar instruments as amended from time to timetime and all applicable relevant standards (including but not limited to ISO and BS standards) (“Requirements”); the Ordered Services and all components thereof are: of satisfactory quality; in conformance with the relevant specifications set out in this Contract, the relevant Order and the manufacturer’s specifications and documentation and all applicable Requirements; free from material programming errors and material defects in design, manufacture or materials throughout the applicable warranty period, as specified in the Catalogue; not able to cause any disruption to the public switched telecommunications network to the extent that the Ordered Services are delivered thereto or any components thereof are interconnected thereto; where Ordered Services are supplied by way of sale and purchase it shall be supplied with full title guarantee; and consistent with Requirements relating to quality and security including but not limited to ISO 9001:2000 or any equivalent standard which is generally recognised as having replaced it and the SERVICE PROVIDER shall ensure that all aspects of the Ordered Services are the subject of quality management systems and best practice security and risk mitigation measures. the Ordered Services shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; it shall discharge its obligations hereunder with all due skill, care and diligence including good industry practice and (without limiting the generality of this Clause 12) 13, in accordance with its own established internal procedures; it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered Services by the CLIENTCUSTOMER; it has taken and shall continue to take all steps, in accordance with good industry practice, including but not limited to using the latest versions of anti-virus definitions available from an industry accepted anti-virus software vendor to check for and delete disruptive elements, to prevent the introduction, creation or propagation of any disruptive element (element, including but not limited to any virus, worm and/or trojan horse) Trojans, spyware, spamware or other malware, onto the Ordered Service and into systems, data, software or Confidential Information (held in electronic form) form owned by or under the control of, or used by, the CLIENTCUSTOMER; it shall comply with the CUSTOMER’s security policies in force from time to time which apply to the Ordered Services and are notified to it from time to time and where applicable to the Ordered Services shall take all necessary measures to protect the telecommunication system used to provide the Ordered Services from unauthorised access. The CUSTOMER for its part undertakes to notify the SERVICE PROVIDER of any changes to such security policies from time to time; it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services in accordance with good industry practicepractice and in the event that the CUSTOMER’s data is corrupted, lost or sufficiently degraded as a result of the SERVICE PROVIDER's Default so as to be unusable, the CUSTOMER shall be entitled to require the SERVICE PROVIDER (at the SERVICE PROVIDER's expense) to restore or procure the restoration of the CUSTOMER’s data and the SERVICE PROVIDER shall do so as soon as practicable but not later than within twenty (20) Working Days of request by the CUSTOMER; and/or itself restore or procure the restoration of such data, and shall be repaid by the SERVICE PROVIDER any reasonable expenses incurred in doing so; it has received assurances from its suppliers that they have conducted security checks on all personnel engaged in providing goods or services required to support the Ordered Services and on all such goods and services and it has audited such checks and regards them and the conduct of such checks as appropriate with regard to security and risk mitigation in connection with the nature of the Ordered Services; it shall take all measures to avoid the failure or reduced performance (performance, in whole or in part) , of the Ordered Services; and this Contract is established on the terms and conditions of the Model Contract for legal services Telecom Networks [lot specific & version number] without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENTCUSTOMER. In the event and to the extent only of any conflicts between this Contract and the Model Contract for legal servicesTelecom Networks [lot specific &version number], the Model Contract for legal services Telecom Networks [lot specific & version number] shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 13.1 shall be remedied as a matter of urgency at no cost to the CLIENTCUSTOMER. Failure to remedy, if capable of remedy, such breach within five (5) Working Days of notification by the CUSTOMER shall constitute a breach of this Contract entitling the CUSTOMER to terminate in accordance with Clause 11. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT CUSTOMER and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this Contract. The warranties given herein are continuing warranties that shall apply throughout the duration of this Contract. For the avoidance of doubt the fact that any provision within this Contract is expressed as a warranty shall not preclude any right of termination the CUSTOMER may have in respect of breach of that provision by the SERVICE PROVIDER.

Warranties and Representations. The SERVICE PROVIDER warrants and represents that: it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the SERVICE PROVIDER; this Contract shall be performed in compliance with all applicable laws, enactments, orders, regulations and other similar instruments Laws as amended from time to time; it shall perform its obligations hereunder (including the provision of the Ordered Services shall be provided and carried out Software Application Solutions) by using appropriately experienced, qualified and trained personnel with all due skill, care SERVICE PROVIDER Personnel and diligenceSub-Contractors; it shall discharge its obligations hereunder (including the provision of the Ordered Software Application Solutions) with all due skill, care and diligence including good industry practice and (without limiting the generality of this Clause 12) in accordance with Good Industry Practice and its own established internal procedures; for the duration of the Term, all SERVICE PROVIDER Personnel used to provide the Ordered Software Application Solutions will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards and Regulations; it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered Services Software Application Solutions by the CLIENTeach LAthe CUSTOMER; it has taken and shall continue to take all steps, in accordance with good industry practiceGood Industry Practice, to prevent the introduction, creation or propagation of any disruptive element (including any virus, worm and/or trojan horseMalicious Software) onto into the Ordered Service and into Software Application Solutions, systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CLIENTeach LAthe CUSTOMER; it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services Software Application Solutions in accordance with good industry practiceGood Industry Practice; it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered ServicesSoftware Application Solutions; the Ordered Software Application Solutions are and this Contract is established on will continue to be during the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event and to the extent only of any conflicts between this Contract and the Model Contract for legal services, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be remedied as a matter of urgency at no cost to the CLIENT. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this Contract.Term:

Warranties and Representations. The SERVICE PROVIDER warrants Supplier warrants, represents and represents undertakes to the Customer that: it has full capacity and authority and all necessary consents consents, licences, permissions (statutory, regulatory, contractual or otherwise) (including where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Contract and that Call Off Contract; this Call Off Contract is executed by a duly authorised representative of the SERVICE PROVIDERSupplier; in entering this Call Off Contract it has not committed any Fraud; in entering this Call Off Contract it has not committed or agreed to commit a Prohibited Act including any offence under the Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010; in entering this Call Off Contract it has no knowledge, that: in connection with it, any money or other inducement has been, or will be, paid to any person working for or engaged by the Customer or other Contracting Body or any other public body or any person engaged or employed by or on behalf of the Customer in connection with this Call Off Contract; and an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Call Off Contract; this Call Off Contract shall be performed in compliance with all applicable laws, enactments, orders, regulations and other similar instruments Laws (as amended from time to time) and all applicable Standards; as at the Ordered Call Off Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Customer prior to execution of the Call Off Contract and it will advise the Customer of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading and all warranties and representations contained in the Tender shall be provided deemed repeated in this Call Off Contract; no claim is being asserted and carried out by appropriately experiencedno litigation, qualified arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and trained personnel with all due skillbelief, care and diligencepending or threatened against it or its assets which will or might affect its ability to perform its obligations under this Call Off Contract; it shall discharge is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations hereunder with all due skillunder this Call Off Contract; no proceedings or other steps have been taken and not discharged (nor, care and diligence including good industry practice and (without limiting to the generality best of this Clause 12its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in accordance with its own established internal proceduresrelation to any of the Supplier's assets or revenue; it owns, has obtained or shall is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under this Call Off Contract and shall maintain the use of same in full force and effect. The Supplier also warrants, represents and undertakes to the Ordered Services by Customer that: in the CLIENT; three (3) years prior to the Call Off Commencement Date (or from when the Supplier was formed if in existence for less than three (3) years prior to the Call Off Commencement Date): it has taken conducted all financial accounting and shall continue reporting activities in all material respects in compliance with the generally accepted accounting principles that apply to take it in any country where it files accounts; and it has been in full compliance with all stepsapplicable securities and tax laws and regulations in the jurisdiction in which it is established; and it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under this Call Off Contract; and for the Call Off Contract Period that all Staff will be vetted in accordance with good industry practice, to prevent the introduction, creation or propagation of any disruptive element (including any virus, worm and/or trojan horse) onto the Ordered Service Staff Vetting Procedures and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CLIENTGood Industry Practice; it shall take at all measures times during this Call Off Contract comply with its obligations in Clause 12 (Standards and Quality). For the avoidance of doubt, the fact that any provision within this Call Off Contract is expressed as a warranty shall not preclude any right of termination the Customer may have in respect of breach of that provision by the Supplier which constitutes a Material Breach. The Supplier acknowledges and agrees that: the warranties, representations and undertakings contained in this Call Off Contract are material and are designed to avoid induce the Customer into entering into it; and the Customer has been induced into entering into this Call Off Contract and in doing so has relied upon the warranties, representations and undertakings contained herein. SUPPLY OF SERVICES Provision of the Services The Supplier shall provide the Services in accordance with the Order, Implementation Plan and Milestones (if any) and any other requirements of the Customer as set out in the Order Form and all data loss obligations of the Supplier in this Call Off Contract. The Supplier shall ensure that the Services are fully compatible with any Customer’s equipment described in the Order Form. Except where otherwise provided in this Call Off Contract, the Services will be provided by the Staff at the Premises. The Customer may inspect and data corruption examine the manner in which the Supplier provides the Services at the Premises and, if the Premises are not the Customer’s Premises, the Customer may carry out such inspection and examination during normal business hours and on reasonable notice. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Ordered Services in accordance with good industry practice; it shall take all measures to avoid and the failure or reduced performance (in whole or in part) of its obligations under this Call Off Contract. Time of Delivery of the Ordered Services; and this Contract is established Services The Supplier shall provide the Services on the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as date(s) specified in the Order placed Form and the Milestone Dates (if any). If so specified by the CLIENT. In Customer in the event and Order Form, time of delivery in relation to the extent only Services shall be of the essence and if the Supplier fails to Deliver the Services at the time or within the time period specified (and without Approval), the Customer may release itself from any conflicts between obligation to accept and pay for the Services and/or terminate this Call Off Contract for Material Breach in either case without prejudice to any other rights and remedies of the Customer under this Call Off Contract and the Model Contract for legal services, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be remedied as a matter of urgency at no cost to the CLIENT. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this ContractLaw.

Warranties and Representations. The SERVICE PROVIDER Supplier warrants and represents that: to YPO that:- it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Contract Agreement; it acknowledges that it will not be able to bid for any further competitions under the DPS following the issue of any Requirement if it has not signed and that returned this Contract is executed by a duly authorised representative Agreement; all obligations of the SERVICE PROVIDER; Supplier pursuant to this Agreement and under any Supplier Contract shall be performed in compliance with all applicable laws, enactments, orders, regulations and other similar instruments as amended from time to time; the Ordered Services shall be provided and carried out by appropriately experienced, certified, qualified and trained personnel Staff with all due skill, care and diligence; it will ensure that the Supplier and all Staff, agents, sub-contractors, self-employed staff or personnel employed by the Supplier in connection with the Goods and/or Services (if applicable) will comply with the relevant Legislation, Codes of Conduct and Regulations governing the delivery of Goods and/or Services (if applicable). the Supplier is not in default in the payment of any due and payable taxes or in the filing, registration or recording of any document or under any legal or statutory obligation or requirement which default might have a material adverse effect on its business, assets or financial condition or its ability to observe or perform its obligations under this Agreement and under any Supplier Contract. the Supplier shall discharge its obligations hereunder under this Agreement and under any Supplier Contract with all due skill, care and diligence including good industry practice but not limited to the Good Industry Practice and (without limiting the generality of this Clause 12Clause) in accordance with its own established internal procedures; this Agreement is executed by a duly authorised representative of the Supplier; in entering into this Agreement or any Supplier Contract it ownshas not committed any Fraud; as at the Commencement Date, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary information, statements and representations contained in the Request to Participate (including statements made in relation to the categories referred to in regulation 57 of the Regulations) for the performance Goods and/or Services (if applicable) are true, accurate, and not misleading save as may have been specifically disclosed in writing to YPO prior to the execution of this Contract Agreement and the use it will promptly advise YPO of the Ordered Services by the CLIENTany fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; it has not entered into, with any other person, or caused or induced any person to any agreement with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Agreement or any Supplier Contract; it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and/or Services (if applicable) under the Agreement; it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916 or the Bribery Act 2010; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Agreement and any Service Agreement which may be entered into with YPO or Other Contracting Authorities; it is not subject to any contractual obligation, compliance with which is likely to have an effect on its ability to perform its obligations under this Agreement and any Service Agreement which may be entered into with YPO or Other Contracting Authorities; no proceedings or other steps have been taken and shall continue to take all steps, in accordance with good industry practicenot discharged (nor, to prevent the introductionbest of its knowledge, creation or propagation of any disruptive element (including any virus, worm and/or trojan horseare threatened) onto for the Ordered Service and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CLIENT; it shall take all measures to avoid any and all data loss and data corruption during the provision winding up of the Ordered Services Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in accordance with good industry practice; it shall take all measures relation to avoid the failure or reduced performance (in whole or in part) any of the Ordered ServicesSupplier's assets or revenue; and this Contract is established on the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event and three (3) years prior to the extent only of any conflicts between this Contract and the Model Contract for legal services, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be remedied as a matter of urgency at no cost to the CLIENT. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance date of this Contract.Agreement:-

Warranties and Representations. The SERVICE PROVIDER Supplier warrants and represents that: it has full capacity and authority and all necessary consents to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the SERVICE PROVIDERduties as specified herein; this Contract shall be performed in compliance with all applicable laws, enactments, orders, regulations and other similar instruments as amended from time to time; the Supplier warrants that the Ordered Services shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; it shall discharge its obligations hereunder with all due skill, care and diligence including good industry practice and (without limiting the generality of this Clause 12) , in accordance with its own established internal procedures; it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered Services by the CLIENTClient; it has taken and shall continue to take all reasonable steps, in accordance with good industry practice, to prevent the introduction, creation or propagation of any disruptive element (including any virus, worm and/or trojan horse) onto the Ordered Service and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CLIENTClient; it shall take all reasonable measures to avoid any and all data loss and data corruption during the provision of the Ordered Services in accordance with good industry practice; LIMITATION OF LIABILITY Neither the Client nor the Supplier excludes or limits liability to the other for death or personal injury arising from its negligence or any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982 or for fraud or fraudulent misrepresentation. Nothing in this Clause 13 shall be taken as limiting the liability of the Supplier in respect of Clause 14, Clause 15, and Clause 16. In respect of any claims of liability arising out of the willful default of the Supplier, its employees, servants, the Supplier will have unlimited liability for all reasonably foreseeable loss suffered by the Client as a result of such act, omission or event giving rise to the claim. Subject always to the provisions of Clauses 13.1, 13.2 and 13.3, the aggregate liability of the Client and the Supplier for each Year for all Defaults whether arising under contract, tort (including negligence) or otherwise in connection with this Contract shall in no event exceed whichever is the greater of Five hundred thousand pounds or a sum equivalent to one hundred and twenty five percent (125%) of the total charges paid or payable to the Supplier under all contracts entered into during a twelve (12) Month period specified by the claiming party, such twelve (12) Month period including the date on which at least one such Default arose. Subject always to the provisions of Clauses 13.1, 13.2 and 13.3, in no event shall either the Client or the Supplier be liable to the other for: indirect or consequential loss or damage; and/or loss of profits, business, revenue, goodwill or anticipated savings. Subject always to the provisions of Clauses 13.1, 13.2 and 13.3, and 13.4, , the provisions of Clause 13.5 shall not be taken as limiting the right of either the Client or the Supplier to claim from the other for: reasonable additional operational and administrative costs and expenses; any reasonable costs or expenses rendered nugatory; and damage due to the loss of data, but only to the extent that such losses relate to the costs of working around any loss of data and the direct costs of recovering or reconstructing such data, resulting directly from the Default of the other party. The Client and the Supplier expressly agree that should any limitation or provision contained in this Clause 13 be held to be invalid under any applicable statute or rule of law it shall take to that extent be deemed omitted, but if any either of them thereby becomes liable for loss or damage which would otherwise have been excluded such liability shall be subject to the other limitations and provisions set out herein. DATA PROTECTION The Supplier shall comply at all measures times with the Data Protection Requirements and shall not perform its obligations under this Contract in such a way as to avoid cause the failure or reduced performance Client to breach any of its applicable obligations under the Data Protection Requirements. The Supplier shall be liable for and shall indemnify (in whole and keep indemnified) the Client against each and every action, proceeding, liability, reasonable cost, claim, loss, reasonable expense (including reasonable legal fees and disbursements on a solicitor and Agency basis) and demand incurred by the Client which arise directly or in partconnection with the Supplier’s data processing activities under this Contract, including without limitation those arising out of any third party demand, claim or action, or any breach of contract, negligence, fraud, willful misconduct, breach of statutory duty or non-compliance with any part of the Data Protection Requirements by the Supplier or its employees, servants, agents or Sub-Contractors. INTELLECTUAL PROPERTY RIGHTS Save as granted under this Contract, neither the Client nor the Supplier shall acquire any right, title or interest in the other’s Pre-Existing Intellectual Property Rights respectively save that each party hereby grants a licence to the other party to use its Pre-Existing Intellectual Property Rights to the extent necessary to perform its obligations under this Contract. All Intellectual Property Rights that are created by the Supplier in the provision of the Services to the Client shall be proprietary to and owned by the Client and the Supplier shall enter into such documentation and perform such acts as the Client shall request to properly vest such Intellectual Property Rights in the Client. Accordingly the Supplier hereby assigns (by way of present assignment of future intellectual property rights) all such Intellectual Property Rights. The Supplier shall procure that the provision of the Ordered Services shall not infringe any Intellectual Property Rights of any third party. The Supplier shall indemnify the Client against all claims, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and Agency basis), losses and damages arising from or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right in connection with the provision of the Ordered Services; and this Contract is established on the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event and , except to the extent that such liabilities have resulted directly from the Client failure properly to observe its obligations under this Clause 15. Each of the parties shall notify the other if it receives notice of any claim or potential claim relating to the other party’s Pre-Existing Intellectual Property Rights CONFIDENTIALITY Without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information, the Client and the Supplier acknowledge that any Confidential Information originating from: the Client, its servants or agents is the property of the Client; and the Supplier, its employees, servants or agents is the property of the Supplier. The Supplier and the Client shall procure that: any person employed or engaged by them (in connection with this Contract in the course of such employment or engagement) shall only use Confidential Information for the purposes of this Contract; any person employed or engaged by them in connection with this Contract shall not, in the course of such employment or engagement, disclose any Confidential Information to any third party without the prior written consent of the other party; they shall take all necessary precautions to ensure that all Confidential Information is treated as confidential and not disclosed (save as aforesaid) or used other than for the purposes of this Contract by their employees, servants, agents or Sub-Contractors; and without prejudice to the generality of the foregoing neither the Client nor the Supplier nor any person engaged by them whether as a servant or a consultant or otherwise shall use the Confidential Information for the solicitation of business from the other or from any third party. The provisions of Clause 16.1 and Clause 16.2 shall not apply to any information which: is or becomes public knowledge other than by breach of this Clause 16; or is in the possession of the recipient without restriction in relation to disclosure before the date of receipt from the disclosing party; or is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or is independently developed without access to the Confidential Information; or must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the party making the disclosure, including any requirements for disclosure under the Freedom of Information Act 2000 or the Environmental Information Regulations 2004. is required to be disclosed by a competent regulatory Agency (including the Law Society or Solicitors Disciplinary Tribunal) or pursuant to any applicable rules of professional conduct. Nothing in this Clause 16 shall be deemed or construed to prevent the Client from disclosing any Confidential Information obtained from the Supplier: to any other department, office or agency of Her Majesty’s Government (“Crown Bodies”), provided that the Client has required that such information is treated as confidential by such Crown Bodies and their servants, including, where appropriate, requiring servants to enter into a confidentiality agreement prior to disclosure of the Confidential Information and the Client shall have no further liability for breach of confidentiality in respect of the departments, offices and agencies. All Crown Bodies in receipt of such Confidential Information shall be considered as parties to this Contract within Section 1(1) of the Contracts (Rights of Third Parties) Act 1999 for the purpose only of being entitled to further disclose the Confidential Information to other Crown Bodies on such terms; and to any conflicts between consultant, contractor or other person engaged by the Client in connection herewith, provided that the Client shall have required that such information be treated as confidential by such consultant, contractor or other person, together with their servants including, where appropriate, requiring servants to enter into a confidentiality agreement prior to disclosure of the Confidential Information and the Client shall have no further liability for breach of confidentiality in respect of consultants, contractors or other people. The Supplier shall, prior to commencing any work, enter into a confidentiality undertaking in the form set out in Schedule 7. If required by the Client, the Supplier shall procure that any of its Staff or associates enters into a confidentiality undertaking in the form set out in Schedule 7 or such alternative form as the Client may substitute from time to time Nothing in this Clause 16 shall prevent the Supplier or the Client from using data Processing techniques, ideas and know-how gained during the performance of this Contract and in the Model Contract for legal servicesfurtherance of its normal business, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be remedied as a matter of urgency at no cost to the CLIENT. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted that this does not relate to a disclosure of Confidential Information or an infringement by law. Both the CLIENT and Client or the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance Supplier of this Contractany Intellectual Property Rights.

Warranties and Representations. The SERVICE PROVIDER 11.1 Bitdefender warrants that it shall perform its obligations under this Agreement with reasonable skill and represents that: it has full capacity and authority and all necessary consents to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the SERVICE PROVIDER; this Contract shall be performed care in compliance accordance with all applicable lawsstandards, enactmentspractices, ordersmethods and procedures conforming to U.S. federal, regulations state and other similar instruments local, as amended from time to time; well as foreign, laws and government-issued rules and the Ordered Services shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; it shall discharge its obligations hereunder with all due degree of skill, care and diligence including good industry practice and (without limiting the generality of this Clause 12) required in accordance with best computing practice (“Good Industry Practice”); Further Bitdefender warrants to You that the encoding of the software program on the media on which the Bitdefender Product is furnished will be free from defects in material and workmanship, and that the Bitdefender Product shall substantially conform to its own established internal procedures; it ownsDocumentation, has obtained for a period of ninety (90) days from the date You purchase the license key or activation code ( “Warranty Period”) If Bitdefender is notified in writing of a breach of warranty above during the Warranty Period, Bitdefender’s entire liability and your sole remedy shall obtain valid licences for all Intellectual Property Rights that are necessary be (at Bitdefender’s option): (i) to correct, repair or replace Bitdefender Product within a reasonable time, or (ii) to authorize a refund of the Fee following return of the Products accompanied by proof of purchase and the license will cease Any replacement Products shall be warranted for the performance of this Contract and the use remainder of the Ordered Services by original Warranty Period. The warranty shall not apply if (i) Bitdefender considers, acting reasonably and in good faith that the CLIENT; it Product has taken and shall continue to take all steps, not been used in accordance with good industry practice, to prevent the introduction, creation or propagation of any disruptive element (including any virus, worm and/or trojan horse) onto the Ordered Service and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CLIENT; it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services in accordance with good industry practice; it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered Services; and this Contract is established on the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event and to the extent only of any conflicts between this Contract Agreement and the Model Contract for legal servicesDocumentation; (ii) the issue has been caused by your failure to apply Updates, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that Upgrades or any breach of the warranties in Clause 12.1 shall be remedied as a matter of urgency at no cost to the CLIENT. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve or instruction recommended by Bitdefender, (iii) the entering into and performance issue results from any cause outside of this ContractBitdefender’s reasonable control.

Warranties and Representations. The SERVICE PROVIDER warrants and represents that: it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the SERVICE PROVIDER; this Contract shall be performed in compliance with all applicable laws, enactments, orders, regulations and other similar instruments Laws as amended from time to time; it shall perform its obligations hereunder (including the provision of the Ordered Services shall be provided and carried out Software Application Solutions) by using appropriately experienced, qualified and trained personnel with all due skill, care SERVICE PROVIDER Personnel and diligenceSub-Contractors; it shall discharge its obligations hereunder (including the provision of the Ordered Software Application Solutions) with all due skill, care and diligence including good industry practice and (without limiting the generality of this Clause 12) in accordance with Good Industry Practice and its own established internal procedures; for the duration of the Term, all SERVICE PROVIDER Personnel used to provide the Ordered Software Application Solutions will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards and Regulations; it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered Services Software Application Solutions by the CLIENTCUSTOMER; it has taken and shall continue to take all steps, in accordance with good industry practiceGood Industry Practice, to prevent the introduction, creation or propagation of any disruptive element (including any virus, worm and/or trojan horseMalicious Software) onto into the Ordered Service and into Software Application Solutions, systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CLIENTCUSTOMER; it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services Software Application Solutions in accordance with good industry practiceGood Industry Practice; it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered ServicesSoftware Application Solutions; the Ordered Software Application Solutions are and this Contract is established on will continue to be during the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event and to the extent only of any conflicts between this Contract and the Model Contract for legal services, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be remedied as a matter of urgency at no cost to the CLIENT. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this Contract.Term:

Warranties and Representations. If either Party is aware of any error or defect of a technical nature in a document prepared for the purpose of the supply of the equipment or the performance of a service, that Party shall immediately notify the other Party of the existence of such error that requires correction or improvement. Each Party represents that the Agreement has been duly signed and delivered by it and constitutes that Party’s legal, valid and binding obligation, enforceable under the terms and conditions specified in this Agreement. The SERVICE PROVIDER Supplier hereby warrants and represents that: the Supplier is a legally operating company of a stable position on the market, which has all the capabilities required to perform the Supplier’s obligations under the Agreement no court proceedings, proceedings for recognition of claims or disputes are pending against the Supplier, the outcome of which that is adverse for the Supplier might significantly and adversely affect the Supplier’s financial position or limit the Supplier’s ability to perform the Supplier’s obligations under the Agreement; the Supplier has not been put into liquidation or passed any resolution on bankruptcy, liquidation and no petition in bankruptcy has been presented against the Supplier, and no receiver or trustee in bankruptcy has been appointed or threatened to be appointed for the Supplier in connection with the proceedings mentioned above; the Supplier has disclosed to the Client all material and significant information. Significant information shall be understood as information as a result of which, if it has full capacity came into the possession of the Client at any stage of the negotiation, signature and authority and all necessary consents to performance of the Agreement, the Client would not enter into the Agreement; all governmental, corporate and to perform this Contract other requirements, licenses, authorisations and that this Contract is executed by a duly authorised representative permits necessary or desirable in connection with the conclusion, validity and enforceability of the SERVICE PROVIDER; this Contract shall be performed Agreement and the transactions contemplated in compliance the Agreement, and in connection with all applicable laws, enactments, orders, regulations the supply of the Equipment and other similar instruments as amended from time to time; the Ordered Services shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; it shall discharge its obligations hereunder with all due skill, care and diligence including good industry practice and (without limiting the generality of this Clause 12) in accordance with its own established internal procedures; it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract any other services have been obtained or secured and remain in full force and effect. The Equipment, including all other materials delivered to and/or installed at the Place of Delivery by the Supplier, shall conform to the Specification and the use of Technical Requirements (Annexe No. 1) and be free from any defects in materials or workmanship, at the Ordered Services by the CLIENT; it has taken and shall continue to take all stepssame time, in accordance with good industry practice, to prevent the introduction, creation or propagation event of any disruptive element (including any virus, worm and/or trojan horse) onto changes in the Ordered Service warranties and into systems, data, software or Confidential Information (held representations included in electronic form) owned by or under the control of, or used byparagraph 3, the CLIENT; it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services in accordance with good industry practice; it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered Services; and this Contract is established on the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event and to the extent only of any conflicts between this Contract and the Model Contract for legal services, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 Supplier shall be remedied as a matter of urgency at no cost obliged to notify the CLIENT. Except as expressly stated Client in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this Contractwriting without unnecessary delay.

Warranties and Representations. The SERVICE PROVIDER ICTS warrants and represents to the Supplier that it has and will continue to have throughout the Term, full power and authority to enter into and perform the MSA and any SoW entered into underneath it. The Supplier warrants and represents to ICTS that: it has and will continue to have throughout the Term full capacity power and authority and all necessary consents to enter into and to perform this Contract the MSA and that this Contract any SoW entered into underneath it; if it is executed by a corporation then it is a corporation which is duly authorised representative organised, validly existing and in good standing under the laws of the SERVICE PROVIDER; this Contract shall be performed country in compliance with all applicable laws, enactments, orders, regulations and other similar instruments as amended from time to time; the Ordered Services shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligencewhich it is incorporated; it shall discharge provide the Services in a timely and professional manner and with reasonable skill and care; it possesses the necessary abilities, skill, expertise and resources properly to supply the Services and properly perform its obligations hereunder with under the MSA and any SoW entered into underneath it; any worker providing the Services to ICTS will be an employee of the Supplier and the Supplier has made, and will make, all due skillnecessary payments in respect of taxation (including, care but not limited to, National Insurance and diligence including good industry practice and (without limiting the generality of this Clause 12) income tax); each Deliverable shall comply in accordance all respects with its own established internal proceduresapplicable Specification and shall be free from material defects; it ownsthe Deliverables shall not infringe any Intellectual Property of any third party; any data, information, Deliverables, or products created or produced by the Supplier under any SoW shall be original to its authors, has obtained not been previously published, shall be factually accurate, shall not infringe the rights of any third party and shall not contain anything obscene, blasphemous, libellous or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract otherwise unlawful; and the use of the Ordered Services Deliverables by the CLIENT; it has taken and shall continue to take all steps, in accordance with good industry practice, to prevent the introduction, creation or propagation ICTS and/or any end customer of any disruptive element (including any virus, worm and/or trojan horse) onto the Ordered Service and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CLIENT; it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services in accordance with good industry practice; it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered Services; and this Contract is established on the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract ICTS will not breach Relevant Law. Except as specified in the Order placed by the CLIENT. In the event this MSA, all other terms conditions, warranties, undertakings and to the extent only representations of any conflicts between this Contract and the Model Contract for legal serviceskind whatsoever, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be remedied as a matter of urgency at no cost to the CLIENT. Except as expressly stated in this Contract, all warranties and conditionsexpress or implied, whether express or implied by statute, common law or otherwise (including fitness for purpose) in respect of the Services and/or the Deliverables, are hereby excluded by ICTS to the fullest extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this Contract.Intellectual Property

Warranties and Representations. The SERVICE PROVIDER warrants and represents that: it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the SERVICE PROVIDER; this Contract shall be performed in compliance with all applicable laws, enactments, orders, regulations and other similar instruments Laws as amended from time to time; it shall perform its obligations hereunder (including the provision of the Ordered Services shall be provided and carried out Software Application Solutions) by using appropriately experienced, qualified and trained personnel with all due skill, care SERVICE PROVIDER Personnel and diligenceSub-Contractors; it shall discharge its obligations hereunder (including the provision of the Ordered Software Application Solutions) with all due skill, care and diligence including good industry practice and (without limiting the generality of this Clause 12) in accordance with Good Industry Practice and its own established internal procedures; for the duration of the Term, all SERVICE PROVIDER Personnel used to provide the Ordered Software Application Solutions will be vetted in accordance with Good Industry Practice (Good Industry Practice being interpreted in the context that SERVICE PROVIDER Personnel may handle information of a sensitive or confidential nature); it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered Services Software Application Solutions by the CLIENTCUSTOMER; it has taken and shall continue to take all steps, in accordance with good industry practiceGood Industry Practice, to prevent the introduction, creation or propagation of any disruptive element (including any virus, worm and/or trojan horseMalicious Software) onto into the Ordered Service and into Software Application Solutions, systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CLIENTCUSTOMER; it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services Software Application Solutions in accordance with good industry practiceGood Industry Practice; it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered ServicesSoftware Application Solutions; the Ordered Software Application Solutions are and will continue to be during the Term: of satisfactory quality; in conformance with the relevant specifications set out in this Contract, the relevant Order and (if applicable) the manufacturer’s specifications and documentation; free from material programming errors and material defects in design, manufacture or materials throughout the applicable warranty period, as specified in the Catalogue; and where Ordered Goods are supplied by way of sale and purchase they shall be supplied with full title guarantee. this Contract is established on the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENTCUSTOMER. In the event and to the extent only of any conflicts between this Contract and the Model Contract: where the conflict is due to the addition of Special Terms, this Contract for legal services, shall prevail over the Model Contract; otherwise the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be remedied as a matter of urgency at no cost to the CLIENT. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this Contract.

Warranties and Representations. The SERVICE PROVIDER Provider acknowledges and confirms that: it has had an opportunity to carry out a thorough due diligence exercise in relation to the Goods and has asked the Bradford Children and Families Trust all the questions it considers to be relevant, and has received all information requested from the Bradford Children and Families Trust, for the purpose of establishing whether it is able to provide the Goods in accordance with the terms of the Contract; it has made and shall make its own enquiries to satisfy itself as to the accuracy and adequacy of any information supplied to it by or on behalf of the Bradford Children and Families Trust; it has raised all relevant due diligence questions with the Bradford Children and Families Trust before the Commencement Date; it shall promptly notify the Bradford Children and Families Trust in writing if it becomes aware during the performance of the Contract of any inaccuracies in any information provided to it by the Bradford Children and Families Trust which materially and adversely affects its ability to deliver the Goods or meet any Target KPIs; and it has entered into the Contract in reliance on its own due diligence. The Provider warrants and represents that: it has full capacity and authority and all necessary consents to enter into and to perform this Contract and that this the Contract; the Contract is executed by its authorised representative; it is a duly authorised representative legally valid and existing organisation incorporated in the place it was formed; as at the Commencement Date, all information, statements and representations contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Bradford Children and Families Trust prior to execution of the SERVICE PROVIDERContract and it will advise the Bradford Children and Families Trust of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; this there are no known legal or regulatory actions or investigations before any court, administrative body or arbitration tribunal pending or threatened against it or its affiliates that might affect its ability to perform the Contract; it maintains all necessary rights, authorisations, licences and consents to perform its obligations under the Contract; it doesn't have any contractual obligations which are likely to have a material adverse effect on its ability to perform the Contract; in entering the Contract it has not committed any Prohibited Act; and it is not impacted by an Insolvency Event. The warranties and representations in clause 3.2 are repeated each time the Provider provides Goods under the Contract. The Provider indemnifies the Bradford Children and Families Trust against each of the following: wilful misconduct of the Provider, any of its Sub-Contractor and/or Provider Staff that impacts the Contract; and non-payment by the Provider of any tax or National Insurance. If the Provider becomes aware of a representation or warranty that becomes untrue or misleading, it must immediately notify the Bradford Children and Families Trust. All third party warranties and indemnities covering the Goods must be assigned for the Bradford Children and Families Trust's benefit by the Provider. Save as provided in the Contract, no representations, warranties or conditions are given or assumed by the Bradford Children and Families Trust in respect of any information which is provided to the Provider by the Bradford Children and Families Trust and any such representations, warranties or conditions are excluded, save to the extent that such exclusion is prohibited by Law. Bradford Children and Families Trust’s Obligations Save as otherwise expressly provided, the obligations of the Bradford Children and Families Trust under the Contract are obligations of the Bradford Children and Families Trust in its capacity as a contracting counterparty and nothing in the Contract shall operate as an obligation upon, or in any other way xxxxxx or constrain the Bradford Children and Families Trust in any other capacity, nor shall the exercise by the Bradford Children and Families Trust of its duties and powers in any other capacity lead to any liability under the Contract (howsoever arising) on the part of the Bradford Children and Families Trust to the Provider. Any instruction, caveat, or other exercise of duties and powers in any other capacity shall not be performed taken as an express or implied instruction under the Contract. Order of Precedence In the event of, and only to the extent of, any conflict between the clauses of the Contract, any document referred to in compliance with all applicable lawsthose clauses and the Schedules, enactments, orders, regulations and other similar instruments as amended from time to time; the Ordered Services conflict shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; it shall discharge its obligations hereunder with all due skill, care and diligence including good industry practice and (without limiting the generality of this Clause 12) resolved in accordance with its own established internal proceduresthe following order of precedence: the clauses of the Contract; it ownsthe Specification; the Schedules (other than the Specification); and any other document referred to in the clauses of the Contract, has obtained or Part B - The Delivery of the Goods Supply of Goods In consideration of the Bradford Children and Families Trust’s payment of the Charges, the Provider shall obtain valid licences for all Intellectual Property Rights that are necessary supply the Goods to the Bradford Children and Families Trust for the performance of this Contract Term subject to and the use of the Ordered Services by the CLIENT; it has taken and shall continue to take all steps, in accordance with good industry practice, to prevent the introduction, creation or propagation of any disruptive element (including any virus, worm and/or trojan horse) onto the Ordered Service and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CLIENT; it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services in accordance with good industry practice; it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered Services; and this Contract is established on the terms and conditions of the Model Contract for legal services without amendment thereto save for and in accordance with the necessary information to complete that Model Contract Bradford Children and Families Trust’s requirements as specified set out in the Order placed by Specification, the CLIENTTender, the Law, Good Industry Practice. In The Provider is not given any sole or exclusive rights in relation to the event provision of the Goods. Without prejudice to the provisions of the Specification and the rest of this Contract, the Provider shall provide the Goods with effect from the Commencement Date. The Provider must provide the Goods: in compliance with all of the Bradford Children and Families Trust’s instructions; in accordance with all descriptions and specifications set out in the Specification; to a professional standard; using reasonable skill and care; using Good Industry Practice; using its own policies, processes and internal quality control measures to the extent only of any conflicts between this Contract that they do not conflict with the Contract; using staff who are suitably skilled and experienced to perform tasks assigned to them; on the Model Contract for legal servicesdates agreed; and in compliance with all Laws. Without prejudice to clause 10, the Model Provider shall provide the Goods, or procure that they are provided: with all reasonable skill and care; In accordance with any requirements and service standards detailed in the Contract for legal services shall prevail over this ContractDetails; in all respects in accordance with the Bradford Children and Families Trust's requirements and policies set out in Schedule 1; and in accordance with all applicable Law. The SERVICE PROVIDER acknowledges that any breach Provider must ensure all Goods are of good quality and free from defects. All Goods delivered must be new (or as new if recycled), unused and of recent origin. All manufacturer warranties covering the warranties in Clause 12.1 shall Goods must be remedied as a matter of urgency assignable to the Bradford Children and Families Trust on request and at no cost to the CLIENTBradford Children and Families Trust. Except as expressly stated in this ContractThe Provider warrants that it has full and unrestricted ownership of the Goods at the time of transfer of ownership. The Provider must provide all tools, all warranties information and conditionsinstructions the Bradford Children and Families Trust needs to make use of the Goods. The Bradford Children and Families Trust will not be liable for any actions, whether express claims, costs and expenses incurred by the Provider or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded any third party during delivery of the Goods unless and to the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate is caused by negligence or other wrongful act of the Bradford Children and other action Families Trust or its servant or agent. If the Bradford Children and Families Trust suffers or incurs any damage or injury (whether fatal or otherwise) occurring in the course of delivery or installation then the Provider shall indemnify from any losses, charges costs or expenses which arise as a result of or in connection with such damage or injury where it is attributable to approve any act or omission of the entering into and performance Provider or any of this Contractits sub-contractors.

Warranties and Representations. The SERVICE PROVIDER Supplier warrants and represents that: it has full capacity and authority and all necessary consents to enter into and to perform its obligations under this Contract Contract; it has all necessary licences, rights and that permissions to carry out its obligations under this Contract; it has full, clear and unencumbered title to all the Goods supplied and on Delivery the Council shall acquire a valid and unencumbered title to the Goods; [Guidance note – delete clause 3.1.3 for Service only Contracts] this Contract is executed by a its duly authorised representative of representatives; in entering the SERVICE PROVIDERContract it has not committed any Fraud and/or offence under the Xxxxxxx Xxx 0000; this Contract shall be performed in compliance with all applicable laws, enactments, orders, regulations and other similar instruments Laws (as amended from time to time) and all applicable Standards; it shall act in good faith in the Ordered performance of all terms and obligations set out in this Contract, and shall take such action as may be reasonably necessary or appropriate in order to perform this Contract; it shall conduct its business in a manner that is consistent with the principles of the Modern Slavery Xxx 0000; it has and will continue to have all necessary rights in and to any software or Intellectual Property Rights or any other equipment and/or materials made available by the Supplier (and/or any Sub-contractor) to the Council which are necessary to perform the Services shall or its obligations under this Contract; it is not in Default in the payment of any due and payable taxes or social security contributions or in the filing, registration or recording of any document required by Law which Default might have a material adverse effect on its business, assets or financial condition or its ability to observe or perform the Goods and/or Services or its obligations under the Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; The Supplier warrants and represents that for the Contract Period the Goods and/or Services will be provided provided: in a proper, skilful and carried out workmanlike manner; by a sufficient number of appropriately experiencedqualified, qualified trained and trained personnel experienced Employees with all due a high standard of skill, care and diligence; it shall discharge its obligations hereunder with all due skill, care diligence and diligence including good industry practice and (without limiting the generality of this Clause 12) in accordance with its own established internal procedures; it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered Services by the CLIENT; it has taken and shall continue to take all steps, in accordance with good industry practicepractice and, where applicable, will be subject to prevent staff vetting procedures, quality standards and any DBS requirements notified to the introduction, creation or propagation Supplier from time to time; in accordance in all respects with the requirements of any disruptive element (including applicable Law from time to time in force and that it has and will continue to hold all necessary regulatory approvals from any virus, worm and/or trojan horse) onto regulatory body necessary to perform the Ordered Service and into systems, data, software or Confidential Information (held in electronic form) owned by or Supplier’s obligations under the control of, or used by, the CLIENTContract; it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services in accordance with good industry practicethe Specification set out in Schedule 1 to this Contract and any descriptions provided by the Supplier; it shall take all measures to avoid the failure or reduced performance (in whole or in part) reasonable satisfaction of the Ordered ServicesCouncil and of satisfactory quality; by Key Personnel who shall not be released from providing the Goods and/or Services permanently without the agreement of the Council, except by reason of sickness, maternity leave, paternity leave, termination of employment or because they have been requested to do so by the Council, or the element of the Goods and/or Services in respect of which the individual was engaged has been completed to the Council’s satisfaction or other extenuating circumstances explained to the Council. Any replacements for the Key Personnel shall be subject to the agreement of the Council and such replacements shall be of at least equal status or of equivalent experience and skills to the Key Personnel being replaced and be suitable for the responsibilities of that person in relation to the Goods and/or Services provided. The cost of effecting such replacement shall be borne by the Supplier; and this Contract is established on in a way that the terms and conditions Supplier takes every reasonable precaution to safeguard the Council’s property and/or assets entrusted to the care of the Model Contract for legal services without amendment thereto save for Supplier. The Supplier warrants to the necessary information to complete Council that Model Contract as specified in the Order placed by the CLIENT. In the event and to the extent only of any conflicts between this Contract and the Model Contract for legal services, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach goods, equipment or consumables are provided by the Supplier as part its obligations under the Contract they will: be free from defects in design, material and workmanship; and be so formulated, designed, constructed, finished and packaged as to be safe and without risk to health. If at any time the Council becomes aware that a warranty or representation given by the Supplier under clauses 3.1 to 3.3 has been breached, is untrue or is misleading, it shall immediately notify the Supplier of the warranties relevant occurrence in Clause 12.1 shall be remedied as a matter sufficient detail to enable the Supplier to make an accurate assessment of urgency at no cost to the CLIENT. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this Contractsituation.

Warranties and Representations. The SERVICE PROVIDER Supplier warrants represents and represents undertakes to the Authority and each Other Contracting Body that: it has full capacity and authority and all necessary consents permits, consents, licences, permissions (statutory, regulatory, contractual or otherwise) (including where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under the Contract; this Contract and that this Contract Framework Agreement is executed by a duly authorised representative of the SERVICE PROVIDERSupplier; in entering into this Contract shall be performed in Framework Agreement and any Call-Off Agreement it has not committed any Fraud; it is not subject to any contractual obligation, compliance with all applicable laws, enactments, orders, regulations and other similar instruments as amended from time which will be likely to time; the Ordered Services shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; it shall discharge have an effect on its ability to perform its obligations hereunder under this Framework Agreement and/or any Call-Off Agreement which may be entered into with all due skill, care and diligence including good industry practice and (without limiting the generality of this Clause 12) in accordance with its own established internal proceduresAuthority or Other Contracting Bodies; it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered into with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect for the performance duration of this Contract the Term and the use duration of any and all Call-Off Agreements entered into by it under the Ordered Services by the CLIENTFramework; it has taken used and shall continue to take all steps, in accordance with good industry practice, use best endeavours to prevent the introduction, creation or propagation of any disruptive element elements (including any virus, worm worms and/or trojan horseTrojans, spyware or other malware) onto the Ordered Service and into systems, systems providing services to data, software or Authority Confidential Information (held in electronic form) form (owned by or under the control of, or used by the Authority or any other Contracting Body) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier. Each time a Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 9.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated. The Supplier acknowledges and agrees that: the warranties, representations and undertakings contained in this Framework Agreement and the contents of its Tender and its Catalogue entries are material and are designed to induce the Authority into entering into this Framework Agreement and each and every Other Contracting Body to enter into Call-Off Agreements; the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, the CLIENT; it and in being so induced shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services in accordance with good industry practice; it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered Services; and this Contract is established on the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event and to the extent only of any conflicts between this Contract and the Model Contract for legal servicesrely upon, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be remedied as a matter of urgency at no cost to the CLIENT. Except as expressly stated warranties, representations and undertakings contained in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this ContractFramework Agreement.

Warranties and Representations. The SERVICE PROVIDER Supplier warrants and represents that: it has full capacity and authority and all necessary consents to enter into and to perform its obligations under this Contract Contract; it has all necessary licences, rights and that permissions to carry out its obligations under this Contract; it has full, clear and unencumbered title to all the Goods supplied and on Delivery the Council shall acquire a valid and unencumbered title to the Goods; [Guidance note – delete clause 3.1.3 for Service only Contracts] this Contract is executed by a its duly authorised representative of representatives; in entering the SERVICE PROVIDERContract it has not committed any Fraud and/or offence under the Xxxxxxx Xxx 0000; this Contract shall be performed in compliance with all applicable laws, enactments, orders, regulations and other similar instruments Laws (as amended from time to time) and all applicable Standards; it shall act in good faith in the Ordered performance of all terms and obligations set out in this Contract, and shall take such action as may be reasonably necessary or appropriate in order to perform this Contract; it shall conduct its business in a manner that is consistent with the principles of the Modern Slavery Xxx 0000; it is not in Default in the payment of any due and payable taxes or social security contributions or in the filing, registration or recording of any document required by Law which Default might have a material adverse effect on its business, assets or financial condition or its ability to observe or perform the Goods and/or Services shall or its obligations under the Contract; The Supplier warrants and represents that for the Contract Period the Goods and/or Services will be provided provided: in a proper, skilful and carried out workmanlike manner; by a sufficient number of appropriately experiencedqualified, qualified trained and trained personnel experienced Employees with all due a high standard of skill, care and diligence; it shall discharge its obligations hereunder with all due skill, care diligence and diligence including good industry practice and (without limiting the generality of this Clause 12) in accordance with its own established internal procedures; it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered Services by the CLIENT; it has taken and shall continue to take all steps, in accordance with good industry practicepractice and, where applicable, will be subject to prevent staff vetting procedures, quality standards and any DBS requirements notified to the introduction, creation or propagation Supplier from time to time; in accordance in all respects with the requirements of any disruptive element (including applicable Law from time to time in force and that it has and will continue to hold all necessary regulatory approvals from any virus, worm and/or trojan horse) onto regulatory body necessary to perform the Ordered Service and into systems, data, software or Confidential Information (held in electronic form) owned by or Supplier’s obligations under the control of, or used by, the CLIENTContract; it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services in accordance with good industry practice; it shall take all measures the Specification set out in Schedule 1 to avoid the failure or reduced performance (in whole or in part) of the Ordered Services; and this Contract is established on the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event and to the extent only of any conflicts between this Contract and any descriptions provided by the Model Contract for legal services, Supplier; to the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach reasonable satisfaction of the warranties Council and of satisfactory quality; If at any time the Council becomes aware that a warranty or representation given by the Supplier under clauses 3.1 to 3.2 has been breached, is untrue or is misleading, it shall immediately notify the Supplier of the relevant occurrence in Clause 12.1 shall be remedied as a matter sufficient detail to enable the Supplier to make an accurate assessment of urgency at no cost to the CLIENT. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this Contractsituation.

Warranties and Representations. The SERVICE PROVIDER Each Party warrants and represents that: to the other that:- it has full capacity and authority and all necessary consents consents, licences and permissions (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Contract and that Framework Agreement; this Contract Framework Agreement is executed by a duly authorised representative of the SERVICE PROVIDERProvider; in entering into this Contract Framework Agreement or (in the case of the Provider)_ any Call-Off Contract, it has not committed any Fraud; The Provider warrants and represents to the Authority that:- as at the Commencement Date, all information, statements and representations contained in the Tender and the PQQ Response (including statements made in relation to the categories referred to in Regulations 23, 24 and 25 of the Regulations) for the Goods and Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of the Framework Agreement; it has not caused or induced any person to enter such agreement referred to in Clause 9.2.2 above; it shall be performed in compliance with all applicable laws, enactments, orders, regulations perform its obligations under this Framework Agreement (including the provision of Goods and other similar instruments as amended from time to time; the Ordered Services shall be provided and carried out Services) by using appropriately experienced, qualified and trained Service Provider personnel with all due skill, care and diligencesub-contractors; it shall discharge its obligations hereunder under this Framework Agreement (including the the provision of Goods and Services) with all due skill, care and diligence including good in accordance with best industry practice and (without limiting the generality of this Clause 12) in accordance with its own established internal procedures; it owns, has obtained obtained, or shall obtain valid licences for all Intellectual Property Rights intellectual property rights that are necessary for the performance of its obligations under this Contract Framework Agreement and the use of the Ordered Goods and Services by the CLIENTAuthority or Other Contracting Bodies; it has taken taken, and shall continue to take all steps, in accordance with good industry practiceGood Industry Practice, to prevent the introduction, creation or propagation of any disruptive element (including any virus, worm work and/or trojan Trojan horse) onto into the Ordered Service and into IT solutions, software, systems, data, software or of Confidential Information (held in electronic form) owned by or under the control of, or used by, the CLIENTAuthority or Other Contracting Bodies. it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under the Framework Agreement; it shall take all measures has not committed any offence under the Prevention of Corruption Acts 1889 to avoid 1916; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and all data loss any Call-Off Contract which may be entered into with the Authority or Other Contracting Bodies; it is not subject to any contractual obligation, compliance with which is likely to have an effect on its ability to perform its obligations under this Framework Agreement and data corruption during any Call-Off Contract which may be entered into with the provision Authority or Other Contracting Bodies; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Ordered Services Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in accordance relation to any of the Provider's assets or revenue; and in the three (3) years prior to the date of this Framework Agreement:- it has conducted all financial accounting and reporting activities in compliance in all material respects with good industry practicethe generally accepted accounting principles that apply to it in any country where it files accounts; it shall take has been in full compliance with all measures applicable securities, laws and regulations in the jurisdiction in which it is established; and it has not performed any act or omission with respect to avoid its financial accounting or reporting which could have an adverse effect on the failure Provider's position as an ongoing business concern or reduced performance (its ability to fulfil its obligations under this Framework Agreement. The Provider warrants and represents the statements in whole or in part) Clause 9.2 above to each of the Ordered Services; and this Contract is established on the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event and to the extent only of any conflicts between this Contract and the Model Contract for legal services, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be remedied as a matter of urgency at no cost to the CLIENT. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this ContractOther Contracting Bodies.

Warranties and Representations. The SERVICE PROVIDER Supplier warrants and represents that: to YPO that:- it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Contract Agreement; it acknowledges that it will not be able to bid for any further competitions under the DPS following the issue of any Requirement if it has not signed and that returned this Contract is executed by a duly authorised representative Agreement; all obligations of the SERVICE PROVIDER; Supplier pursuant to this Agreement and under any Supplier Contract shall be performed in compliance with all applicable laws, enactments, orders, regulations and other similar instruments as amended from time to time; the Ordered Services shall be provided and carried out by appropriately experienced, certified, qualified and trained personnel Staff with all due skill, care and diligence; it will ensure that the Supplier and all Staff, agents, sub-contractors, self-employed staff or personnel employed by the Supplier in connection with the Goods and/or Services (if applicable) will comply with the relevant Legislation, Codes of Conduct and Regulations governing the delivery of Goods and/or Services (if applicable). the Supplier is not in default in the payment of any due and payable taxes or in the filing, registration or recording of any document or under any legal or statutory obligation or requirement which default might have a material adverse effect on its business, assets or financial condition or its ability to observe or perform its obligations under this Agreement and under any Supplier Contract. the Supplier shall discharge its obligations hereunder under this Agreement and under any Supplier Contract with all due skill, care and diligence including good industry practice but not limited to the Good Industry Practice and (without limiting the generality of this Clause 12Clause) in accordance with its own established internal procedures; this Agreement is executed by a duly authorised representative of the Supplier; in entering into this Agreement or any Supplier Contract it ownshas not committed any Fraud; as at the Commencement Date, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary information, statements and representations contained in the Request to Participate (including statements made in relation to the categories referred to in regulation 57 of the Regulations) for the performance Goods and/or Services (if applicable) are true, accurate, and not misleading save as may have been specifically disclosed in writing to YPO prior to the execution of this Contract Agreement and the use it will promptly advise YPO of the Ordered Services by the CLIENTany fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; it has not entered into, with any other person, or caused or induced any person to any agreement with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Agreement or any Supplier Contract; it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and/or Services (if applicable) under the Agreement; it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916 or the Xxxxxxx Xxx 0000; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Agreement and any Agreement which may be entered into with YPO or Other Contracting Authorities; it is not subject to any contractual obligation, compliance with which is likely to have an effect on its ability to perform its obligations under this Agreement and any Agreement which may be entered into with YPO or Other Contracting Authorities; no proceedings or other steps have been taken and shall continue to take all steps, in accordance with good industry practicenot discharged (nor, to prevent the introductionbest of its knowledge, creation or propagation of any disruptive element (including any virus, worm and/or trojan horseare threatened) onto for the Ordered Service and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CLIENT; it shall take all measures to avoid any and all data loss and data corruption during the provision winding up of the Ordered Services Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in accordance with good industry practice; it shall take all measures relation to avoid the failure or reduced performance (in whole or in part) any of the Ordered ServicesSupplier's assets or revenue; and this Contract is established on the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event and three (3) years prior to the extent only of any conflicts between this Contract and the Model Contract for legal services, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be remedied as a matter of urgency at no cost to the CLIENT. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance date of this Contract.Agreement:-

Warranties and Representations. The SERVICE PROVIDER Supplier warrants and represents that: to NEPO and the Agent that:- it has full capacity and authority and all necessary consents to enter into and to perform its obligations under this Contract Agreement and that any Call-Off Contract; this Contract Agreement is executed by a duly authorised representative of the SERVICE PROVIDERSupplier; in entering into this Contract shall Agreement it has not committed any Prohibited Act; as at the Commencement Date, all information, statements and representations contained in the Supplier’s Tender are true, accurate and not misleading save as may have been specifically disclosed in writing to NEPO and/or Agent prior to the execution of this Agreement and it will promptly advise NEPO and/or Agent of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be performed false or misleading; it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of the Agreement; it has not caused or induced any person to enter such agreement referred to in Clause 21.1.5 above; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Agreement; it is not subject to any contractual obligation, compliance with which is likely to have an effect on its ability to perform its obligations under this Agreement; in the three (3) years prior to the Commencement Date:- it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable lawssecurities laws and regulations in the jurisdiction in which it is established; and it has not performed any act or omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier's position as an on-going business concern or its ability to fulfil its obligations under this Agreement. Prohibited Acts The Supplier shall not commit any Prohibited Acts. In the event the Supplier breaches Clause 22.1, enactmentsthe Supplier shall indemnify NEPO and Agent from and against any other loss sustained by NEPO and Agent in consequence of such breach, orderswhether or not the Agreement has been terminated. Conflicts Of Interest The Supplier shall take appropriate steps to ensure that neither the Supplier nor any staff are placed in a position where (in the reasonable opinion of NEPO and/or Agent) there is or may be an actual conflict, regulations or a potential conflict, between the pecuniary or personal interests of the Supplier or staff and the duties owed to NEPO and/or Agent under the provisions of this Agreement. The Supplier shall notify NEPO and Agent if such a conflict arises. Insurance And Indemnity Subject to Clause 24.2 the Supplier shall indemnify NEPO and Agent, and keep NEPO and Agent indemnified, from and against any and all losses, costs, expenses, damages, claims demands or proceedings whatsoever and howsoever to the extent arising directly (but not indirectly or consequentially) whether in contract tort including negligence under statute in common law or otherwise out of the act default negligence breach of contract breach of statute or statutory duty by the Supplier or any of its employees or agents acting within the course of their employment or any of its sub-Suppliers and their employees or agents. The Supplier’s liability under Clause 24.1 shall be limited as follows: The aggregate liability of the Supplier in respect of all defaults, claims, losses or damages howsoever caused, whether arising from breach of the Agreement, the supply or failure to supply the Materials, misrepresentation (whether tortuous or statutory), tort (including negligence), breach of statutory duty or otherwise shall in no event exceed a sum equal to 25% of the total Price paid for all Materials by Members under the Agreement in the 12 month period preceding any claim up to a maximum of five million pounds (£5,000,000); accordance with Clause 24.5 it shall be unlimited. The Supplier shall at its own cost take out and maintain throughout the Agreement with a reputable insurance company or companies the following policies of insurance: Employers liability insurance in accordance with the Employer’s Liability (Compulsory Insurance Act) 1969 with a limit of indemnity of not less than five million pounds (£5,000,000) annually and in the aggregate; Public liability with a limit of indemnity of not less than five million pounds (£5,000,000) annually and in the aggregate; Notwithstanding anything to the contrary contained in this Agreement, NEPO’s liability whether arising from breach of contract tort including negligence breach of statutory duty or otherwise shall be limited as follows: accordance with Clause 24.5 it shall be unlimited; in respect of all other similar instruments liability falling outside of Clause 24.5 arising out of or in connection with its obligations under this Agreement and all actions claims demands proceedings costs and expenses arising in respect of it to £500,000 (five hundred thousand pounds). No Party to this Agreement limits its liability for death or personal injury caused by the negligence of itself or any of its employees or agents acting in the course of their employment, in respect of a misrepresentation made fraudulently or elsewhere where this is not permitted under Legislation. Dispute Resolution If there is a dispute between the Parties concerning the interpretation or operation of this Agreement it shall be referred to a senior officer of the Agent and a senior representative of the Supplier for resolution. If any dispute is not resolved within twenty (20) Working Days of the referral under Clause 25.1 (or such longer period as amended the Agent and the Supplier may agree), then the Parties may attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure 2001 (the “model Procedure”) or such later edition as may be in force from time to time; . To initiate mediation a Party must give notice in writing (the Ordered Services shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; it shall discharge its obligations hereunder with all due skill, care and diligence including good industry practice and (without limiting “ADR notice”) to the generality of this Clause 12) other Party requesting a mediation in accordance with its own established internal procedures; it ownsthis Clause 25 The mediation is to take place not later than twenty (20) Working Days after the date of the ADR notice. If there is any issue concerning the conduct of the mediation upon which the Parties cannot agree within ten (10) Working Days after the date of the ADR notice, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary then CEDR will, at the request of any Party, decide the issue for the performance of this Contract and Parties having consulted with them. If the use dispute is not resolved within ten (10) Working Days of the Ordered Services by mediation then the CLIENT; it has taken and shall continue to take all steps, in accordance with good industry practice, to prevent Parties may litigate the introduction, creation or propagation of any disruptive element (including any virus, worm and/or trojan horse) onto the Ordered Service and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CLIENT; it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services in accordance with good industry practice; it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered Services; and this Contract is established on the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event and to the extent only of any conflicts between this Contract and the Model Contract for legal services, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be remedied as a matter of urgency at no cost to the CLIENT. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this Contractmatter.

Warranties and Representations. The SERVICE PROVIDER warrants and represents that: it has full capacity and authority and all necessary consents to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the SERVICE PROVIDER; this Contract shall be performed in compliance with all applicable laws, enactments, orders, regulations and other similar instruments as amended from time to time; the Ordered Services shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; it shall discharge its obligations hereunder with all due skill, care and diligence including good industry practice and (without limiting the generality of this Clause 12) in accordance with its own established internal procedures; it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered Services by the CLIENT; it has taken and shall continue to take all steps, in accordance with good industry practice, to prevent the introduction, creation or propagation of any disruptive element (including any virus, worm and/or trojan horse) onto the Ordered Service Services and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CLIENT; it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services in accordance with good industry practice; and it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered Services; and this Contract is established on the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event and to the extent only of any conflicts between this Contract and the Model Contract for legal services, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be remedied as a matter of urgency at no cost to the CLIENT. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this Contract.

Warranties and Representations. The SERVICE PROVIDER warrants and represents that: it has full capacity and authority and all necessary consents to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the SERVICE PROVIDER; this Contract shall be performed in compliance with all applicable laws, enactments, orders, regulations and other similar instruments as amended from time to time; the Ordered Services shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; it shall discharge its obligations hereunder with all due skill, care and diligence including good industry practice and (without limiting the generality of this Clause 12) in accordance with its own established internal procedures; it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered Services by the CLIENTCUSTOMER; it has taken and shall continue to take all steps, in accordance with good industry practice, to prevent the introduction, creation or propagation of any disruptive element (including any virus, worm and/or trojan horse) onto the Ordered Service and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CLIENTCUSTOMER; it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services in accordance with good industry practice; it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered Services; and this Contract is established on the terms and conditions of the Model Contract for legal services Specialist Solutions Framework Agreement version 7.0 without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENTCUSTOMER. In the event and to the extent only of any conflicts between this Contract and the Model Contract for legal services, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be remedied as a matter of urgency at no cost to the CLIENT. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this Contract.Specialist Solutions Framework Agreement version 7.0

Warranties and Representations. The SERVICE PROVIDER Goods shall be guaranteed by the Contractor for the period of 12 months from the putting into service of the Goods, or 18 months from the delivery of the Goods, whichever shall be shorter (the “Warranty Period”). If at any time before the date falling 60 days after the end of the Warranty Period the Purchaser gives notice in writing to the Contractor of any defect in any of the Goods arising during the Warranty Period under proper and normal use of the Goods, the Contractor shall, without delay, remedy such defects without cost to the Purchaser. The Purchaser may elect whether the defect should be remedied by repair or replacement. The rights of the Purchaser under Clause 5.2 shall be without prejudice to any other rights and remedies of the Purchaser. For the purposes of Clause 4.1, Goods repaired or replaced pursuant to Clause 4.2 shall be deemed to be delivered and put into service on the date of repair or replacement, and accordingly shall be guaranteed for a further Warranty Period. The Contractor warrants and represents that: it the Contractor has full capacity and authority and all necessary consents (including but not limited to, where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract and that this Contract the Contract; to the best of its knowledge there is executed by a duly authorised representative no inhibition, restriction or prohibition which in any way affects the capacity of the SERVICE PROVIDER; this Contract shall be performed in compliance with all applicable laws, enactments, orders, regulations Contractor to enter into and other similar instruments as amended from time to timeperform the Contract; the Ordered Contractor shall discharge its obligations under the Contract in accordance with Good Industry Practice; as at the Commencement Date, all information, statements and representations contained in the Tender Response are true accurate and not misleading and it will promptly advise the Purchaser of any fact, matter or circumstance of which it may become aware during the Contract that would render any such information, statement or representation to be false or misleading; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets that will or might affect its ability to perform its obligations under the Contract; and no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue. To the extent that any Services are to be provided in accordance with the Contract they shall be provided and carried out by appropriately experienced, qualified and trained personnel the Contractor in accordance with the Contract with all due reasonable skill, care and diligence; it . The Contractor shall discharge its obligations hereunder comply with all due skill, care Laws which are relevant to the Contract. PROPERTY AND RISK Property to and diligence including good industry practice and (without limiting risk in the generality of this Clause 12) Goods shall pass to the Purchaser when the Goods have been delivered to the Purchaser in accordance with Clause 3. The transfer of property to and risk in the Goods shall be without prejudice to any rights of the Purchaser in relation to the Goods, including its own established internal procedures; it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary right to reject Goods pursuant to this Contract. SCHEDULING Where the Contract provides for the performance of this Contract and Services to: commence on a certain date; be completed by a certain date; or be provided for a certain period, the use Contractor will comply with such requirements. If Services are to be provided in distinct elements, the Contractor will comply with any reasonable request of the Ordered Purchaser as to the order in which the Services by will be provided. The Contractor will provide, at the CLIENT; it has taken reasonable request of and shall continue to take all stepsin such form as the Purchaser may require, in accordance with good industry practice, to prevent reports showing the introduction, creation or propagation progress of any disruptive element (including any virus, worm and/or trojan horse) onto the Ordered Service and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CLIENT; it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services, the costs to the Purchaser of the Services provided during the period covered by the report, and a review of any factors likely to affect the satisfactory completion of the Services in accordance with good industry practice; it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered Services; and this Contract is established on the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event and to the extent only of any conflicts between this Contract and the Model Contract for legal services, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges Contractor agrees to immediately notify the Purchaser if it believes that it may be unable to achieve any breach particular Milestone. If the Contractor fails to achieve any Milestone on or by the relevant date other than due to a delay caused by the Purchaser that has been notified in writing by the Contractor to the Purchaser as soon as reasonably practicable, a Force Majeure event or where an extension of time is agreed by the warranties parties, then the Purchaser will have the right (without prejudice to all other rights and remedies available to it under these conditions or otherwise), at its discretion, to deduct by way of liquidated damages (and as a genuine pre-estimate and not by way of penalty) from any amounts payable to the Contractor, the amount set out in Clause 12.1 the particular Order Form (which shall be remedied as a matter of urgency at no calculated in accordance with the anticipated cost to the CLIENT. Except as expressly stated in this Contract, all warranties and conditions, whether express Purchaser of such failure) for each week or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to part of a week that the extent permitted by law. Both achievement of the CLIENT and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this ContractMilestone is overdue.