01.

Agency Agreement

The Terms of Business and the attached appendices constitute the entire contract (the “Agreement”) between

Appirio Inc., a Wipro Company, of 201 S. Capitol Avenue, Suite 1100, Indianapolis, IN 46225 (“Appirio” which definition shall mean to include its successors-in-interest, subsidiaries, Affiliates and permitted assigns)

And

[Agency Name] of [Agency Address] (“Employment Business” which definition shall mean to include its successors-in-interest and permitted assigns).

Appirio and the Employment Business have agreed that the Employment Business will provide Contractor(s) to provide services to Appirio in accordance with the terms of this Agreement. If there is any ambiguity between these Terms of Business and the Order, the Order takes priority.

DEFINITIONS

In this Agreement, the following terms shall have the following meanings

“Affiliate”

“Assignment”

means the company and any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the company;

the period of time in which the Contractor is providing work for Appirio under the Appirio or Appirio’s Client supervision, direction and control;

“AWR”

the Agency Workers Regulations 2010 applicable only to United Kingdom

“Benchmarked Terms”

has the meaning given to it in clause 9.3;

“Conduct Regulations”

the Conduct of Employment Agencies and Employment Businesses Regulations 2003;

“Contractor”

any person or contractor supplied (including the Individual or any personal service company through which they are engaged) by the Employment Business to Appirio to undertake any services pursuant to this Agreement;

“Fee”

as specified in the Order;

“Individual”

means in the case of a Contractor, who operates through a personal service company, the any actual person who undertakes the Assignment;

“Losses”

any losses, damages, liabilities (including any liability to taxation), claims, costs and expenses including fines, penalties, reasonable legal and other reasonable professional fees;

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“Order”

an order for a Contractor to undertake an Assignment in the form set out at Appendix A;

“Qualifying Contractor”

any Contractor who at the relevant time is entitled to the rights conferred by Regulation 5 of the AWR and in particular has been provided to Appirio for the Qualifying Period;

“Qualifying Period”

the 12-week qualifying period as defined in Regulation 7 of the AWR subject always to Regulations 8 and 9 of the AWR in respect of an Assignment;

“Qualifying Weeks”

any week which counts towards calculating the Qualifying Period;

“Relevant Terms and Conditions”

the relevant terms and conditions for any particular Contractor as defined in Regulation 6 of the AWR;

“Self-Employed Contractor”

any Contractor who is not an agency worker as defined by Regulation 3 of the AWR;

“Taxes”

any liability to PAYE, income tax, National Insurance contributions, statutory sick pay, and any other deductions and liabilities in respect of any other similar fee or sum paid by the Employment Business to or in respect of a Contractor.

“Appirio’s Client”

a client of Appirio for whom/which a Contractor may be required to perform services under this Agreement;

Words or expressions used in this Agreement shall where appropriate:

when denoting the masculine gender include the feminine and vice versa, and

when denoting the singular include the plural and vice versa.

References in this Agreement to clauses, sub-clauses, paragraphs and appendices are to clauses, sub-clauses, paragraphs and schedules of these Terms of Business unless stated otherwise.

References to a person include an individual, corporate body, partnership or other legal entity.

References to any legislation shall be deemed to include any statutory amendment or re-enactment whenever made, any previous enactment consolidated in it and any regulation or order made under it.

The clause headings are for ease of reference only and shall not affect the construction or interpretation of this Agreement.

SUPPLY OF SERVICES

The Employment Business is acting as an employment business in supplying Contractors to Appirio, and subject to clause 2.2, the Employment Business will engage any Contractor as a Self-Employed Contractor.

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If a Contractor is engaged by the Employment Business as a Self Employed contractor, the Employment Business will ensure that any personal services company is registered at Companies House, that the personal services company engages the Individual as an employee and operates PAYE and make all necessary deductions in respect of tax and National Insurance contributions as required by law in respect of the Individual. In the event where the Employment Business hires the Contractor as a Self Employed Contractor, the Employment Business shall be solely responsible for the acts or omissions of the Contractor during the Assignment under this Agreement.

If it is not reasonably practicable for the Employment Business to engage a Contractor as its employee, then the Employment Business may engage the Contractor on a self-employed basis through a personal services company of which the Contractor is an employee. If a Contractor is engaged by the Employment Business through a personal services company, the Employment Business will ensure that the personal services company is registered at companies house, that the personal services company engages the Contractor as an employee and operates PAYE and make all necessary deductions in respect of tax and national insurance contributions as required by law in respect of the Contractor. In the event where the Employment Business hires the contractor on a self-employed basis through an Agreement directly entered into between the Employment Business and the contractor, the Employment Business shall be solely responsible for the acts or omissions of the contractor during the tenure of his services under this Agreement or any respective SOW.

The Contractor is engaged by the Employment Business as specified under clause 2.1 or 2.2 above, whom the Employment Business will introduce for supply or supply to Appirio in order to perform services under this Agreement for the duration specified in accordance with the provisions of the Order.

The Employment Business shall not authorise holiday of any Contractor without Appirio’s prior approval and the Employment Business shall notify Appirio immediately if any Contractor is unable to provide services to Appirio or Appirio’s Client due to illness or injury. [Where the Employment Business has agreed to supply any particular Contractor as set out in the Schedule, the Employment Business will be under no obligation to supply the Contractor under this Agreement at any time when the Contractor is unable to work due to illness, injury or by reason of him taking holiday.]

The Employment Business shall notify Appirio as soon as reasonably practicable if the Contractor (including any personal services company) has given notice to terminate the contract with the Employment Business.

Where clause 2.4 or 2.5 applies the Employment Business shall as soon as reasonably practicable use its best endeavours to find any additional or replacement contractors as agreed by Appirio and give details of such contractors to Appirio for its approval. Appirio shall be under no obligation to accept the replacement being proposed by the Employment Business.

Appirio shall not be obliged to make payment for services provided by a replacement Contractor for the number of hours required to train him so that he shall be able to perform the services to a standard equal to that which was carried out by the previous Contractor immediately before the previous Contractor ceased to perform the services under this Agreement.

OBLIGATIONS OF APPIRIO

The Contractor shall submit to the Employment Business, monthly, an on-line timesheet prepared by the Contractor and approved by Appirio in accordance with Appirio’s on-line procedures.

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In the event that Appirio is not satisfied with the provision of the services by the Contractor, or does not agree with the Contractor’s assessment of the duration of the Assignment Appirio shall notify the Employment Business to that effect, stating the reasons for withholding its authorisation of a timesheet and/or the reason(s) for any dissatisfaction.

Appirio shall notify the Employment Business where the Contractor has failed to provide services under this Agreement or attend at the location specified in the Order after this has occurred.

To assist the Employment Business to comply with its obligations under clauses 4.3 to 4.7 below, Appirio shall provide to the Employment Business details of the position which Appirio seeks to fill, including the type of work that the Contractor would be required to do to carry out the services, the location, the hours of attendance, the experience, training, qualifications, any authorisations which Appirio considers necessary or which are required by law or any professional body for the Contractor to possess, any risks to health and safety known to Appirio, the date from which the Contractor is required and the likely duration of the work. This shall be done via Appirio’s on-line procedures.

OBLIGATIONS OF THE EMPLOYMENT BUSINESS

The Employment Business will be entirely responsible for:

all obligations and liabilities relating to the employment or engagement of the Contractor, including, but not limited to, any employment law rights;

compliance with all applicable laws and regulations including but not limited to the Conduct Regulations and AWR;

all Taxes; and the Employment Business will pay, or ensure that the Contractor’s personal services company has paid, all Taxes to the appropriate authorities in accordance with all applicable laws and regulations. If requested to do so, the Employment Business shall provide Appirio with documentary evidence that the Employment Business is complying with this obligation; and

any loss, damage or injury to any party resulting from the negligent act or omission of the Contractor in the provision of the services under this Agreement.

The Employment Business shall keep Appirio fully and effectively indemnified against any Losses Appirio may suffer arising out of or relating to:

the consequences of any act or omission of the Contractor in connection with the performance of the services under this Agreement;

any liabilities and obligations relating to the employment or engagement of the Contractor;

any act or omission of the Employment Business in connection with the provision of services by the Contractor where such act or omission is negligent or constitutes a breach of this Agreement; and

any failure of the Employment Business to comply with clause 4.1, 9.1, 9.2 or 9.3.

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The Employment Business shall use its best efforts to ensure the use of high standards of skill, integrity, and reliability of the Contractor, and to provide the Contractor in accordance with the Order.

The Employment Business shall use its best endeavours to ensure the suitability of the Contractor by obtaining confirmation of the Contractor’s identity, that the Contractor has the experience, training, qualifications and any authorisation which Appirio considers necessary or which may be required by law or by any professional body and that the Contractor is willing to work in the position which Appirio seeks to fill. The Employment Business shall provide documentary evidence of such matters to Appirio or Appirio’s Client at its or their request.

The Employment Business shall take all such steps as are reasonably practicable to ensure that any Contractor is aware of any requirements imposed by law or any professional body to enable the Contractor to work in the position which Appirio seeks to fill.

The Employment Business shall take all steps as are reasonably practicable to ensure that it would not be detrimental to the interests of any Contractor for the Contractor to work in the position which Appirio seeks to fill.

The Employment Business shall gather the following documentation for each contractor prior to the commencement of the Assignment:

Proof of ID (i.e. passport),

Proof of Professional Indemnity in date (if applicable),

Proof of legal entitlement to work in the country in which the services are to be provided,

Non-criminal Activity declaration,

Proof of Address,

Signed Confidentiality Agreement and

a signed copy of the Contract/Work Order.

In addition to the above any client specific documentation will be collated and stored by the Employment Business.

The Employment Business shall for each Contractor obtain within the initial two weeks of the commencement of the Assignment employment references covering the past three years. Any gaps need to be explained. For banking clients the Employment Business shall obtain references over a five year period.

If the employment of any Contractor performing Services under a statement of work “SOW”/WO is terminated by Employment Business for any reason whatsoever, or if the personnel absconds and does not report to work for more than five days, before the WO end date unless the personnel is terminated from Employment Business’s employment or unavailable due to sickness or Family and Medical Leave Act issues, Appirio shall be entitled to penalize the Employment Business with liquidated damages of up to one month’s fee for the resource back out. Appirio may also charge the Employment Business with liquidated damages at the same rate for any candidate backing out, without joining the project, at any stage after finalization by Employment Business and Appirio.

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Employment Business hereby represents and warrants that it will comply with the requirements of all applicable export laws and regulations. Such requirements include but are not limited to obtaining all required authorizations or licenses or otherwise complying with restrictions on regulatory authorizations for the export or re-export of any controlled item, product, article, commodity, software or technology. Employment Business further represents and warrants that it is not currently debarred, suspended or otherwise prohibited or restricted from exporting, re-exporting, receiving, purchasing, processing or otherwise obtaining any item, product, article, commodity, software or technology regulated within the United Kingdom. The Employment Business will not export or re-export, directly or indirectly, any software or technology received from Appirio’s Client or one of its subsidiaries or allow the direct product thereof to be exported or re-exported. It is understood that countries other than the United Kingdom may restrict the import or use of strong encryption products and may restrict exports including but not limited to the United States, and the Employment Business agrees that it shall be solely responsible for compliance with any such import or use restriction. Employment Business agrees to indemnify and hold harmless Appirio or any one of its subsidiaries from any Losses caused by, or related to, any violation or breach of this provision. The Employment Business shall also comply with laws relating to Data Protection, Health and Safety, Employee related rules or Misuse of Computers that may be applicable and which may be set forth in the SOW. This provision shall survive any termination or expiration of this Agreement.

Employment Business warrants that in connection with or in the performance of the obligations under this agreement neither the Employment Business nor any of its directors, officers, employees, agents or other representatives shall either directly or indirectly make or attempt to make any payment, offer for payment, or offer or promise to make any payment or take or attempt to take or agree to take in currency, property or anything else of value including any commission, payments, share in profits or commission, loans, services to any Government official, third person, customer or potential customer or previous customer, firm, entity, individual, organization of Appirio or any third Party in seeking or for making a favor in the course of conduct of business, either in violation of Appirio's Business Ethics or Integrity Policy or any statute or regulation in any country of the world which has the objective of prevention of corruption of any nature whatsoever.

Appirio has formulated various policies in “Code of Business Conduct (“COBC”) & Supplier Code of Conduct (“SCOC”) which Appirio follows in the usual course of its business and requires all its suppliers, service providers, employees, sub-contractors, vendors, agents etc. to adhere to the “COBC” & “SCOC” of Appirio in the course of rendering services to APPIRIO. The Employment Business acknowledges that they have read an understood the “COBC” & “SCOC” and shall not commit or cause to commit any acts or omissions in contravention to “COBC” & “SCOC”. The Employment Business shall explain the contents of this “COBC”

& “SCOC” to its Contractor/contractor/employee and shall be liable for the acts and omissions of the Contractor/contractor/employee of the Agency that are in contravention to the “COBC” & “SCOC”. The COBC & SCOC is attached herewith as Appendix B.

Employment Business represents and warrants that it shall not post a resume with misrepresentation of facts of the Contractor. The Employment Business warrants that it will not submit the same resume by changing certain information. The breach of any terms of this clause by the Employment Business shall constitute material breach of this Agreement and Appirio shall have the right to terminate this Agreement with immediate effect without any further obligation to pay the Employment Business for any Contractor offered in violation of this clause. Further, The Employment Business agrees to refund all the payment made by Appirio for such Personnel

The Employment Business shall adhere to the procedure notified by Appirio while performing services under this Agreement. The Employment Business shall post the resumes of candidates on ‘Synergy’ web-based recruitment system used by Appirio only, and shall not directly interact or forward the resumes of candidates

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to any Appirio Contractor. The breach of any terms of this clause by the Employment Business shall lead to following consequences:

Appirio shall issue a warning email for not repeating the same for any future deployment;

In case the Employment Business repeats the incident and post the resumes of the candidates through any other medium other than Synergy the second time, the same shall lead to suspension of the Services for a period of thirty (30) days following such incident;

In the event that the Employment Business breaches the provision of this clause, the third time, the same shall entitle Appirio to terminate the Agreement with immediate effect.

Employment Business will use all reasonable means to ensure the continued employment by Employment Business of the Contractor performing Services hereunder. If either (i) the employment of any Contractor performing Services is terminated by Employment Business for any reason whatsoever, or (ii) Appirio terminates the assignment of any Contractor pursuant to this section, Employment Business will furnish Appirio with replacement Contractor of experience at least equal to that of the terminated Contractor. Appirio will not be obligated to make any payment on account of the work performed by any such replacement Contractor for the number of hours required to train the applicable Contractor such that the Contractor are able to perform the assigned work in a manner equal to the replaced Contractor at the particular state the assigned work had reached when the Contractor change occurred.

Employment Business will not withdraw any Contractor from any assignment without Appirio's prior written consent, unless the Contractor is terminated from Employment Business’s employment, or unavailable due to sickness or Family and Medical Leave Act issues.

When Employment Business’s Contractor are at Appirio's premises or at a Appirio client’s premises, they will comply with all applicable rules, regulations and policies including matters such as working hours, holidays and security measures.

Employment Business may not utilize its own subcontractors in providing the Services except with Appirio’s prior written consent. Approved subcontractors will be engaged at Employment Business’s sole expense. The Employment Business must ensure the approved sub-contractors shall abide by the terms of this Agreement and that the timely payments are done to the sub-contractors. Appirio reserves the right to withhold any future payments to be made to the Employment Business in case there is any breach of this clause by the Employment Business. The approved sub-contractors shall not bring any claim against Appirio for any non- payment issues. The Employment Business shall at all times be responsible for the acts or omissions of these sub-contractors.

Employment Business will ensure that each of its Contractor providing Services under this Agreement will execute and comply with the non-disclosure and intellectual property assignment agreement attached to this Agreement as Appendix A. Appirio will be entitled to audit Employment Business’s compliance with this requirement.

The Employment Business must ensure that the personnel deployed to work with Appirio have the requisites work permits as specified under the applicable laws

The Employment Business must ensure that the personnel deployed to work with Appirio are not involved in any kind of dual employment

This Agreement further prohibits the Employment Business from communicating (directly or indirectly) or otherwise contacting Appirio customer(s) where an Employment Business personnel has been deployed at

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such customer location or customer project. The sole point of contact would be the representative of Appirio Limited

Non-payment of personnel – In the event there is any delay in making timely payment of salaries/wages/statutory benefits by the Employment Business to any of its personnel, agents or employees , including, but not limited to, all applicable taxes, workers’ compensation insurance, and state disability insurance, Appirio shall be entitled to penalize the Employment Business at the rate of six (6) times the value of the previous month’s work order for each instance of its breach

No Conflict - Employment Business warrants that it does not, nor does any of its personnel, have any personal connection with any current employee of Appirio. The Employment Business shall voluntarily declare any such relation prior to the Effective Date of this Agreement in order for Appirio to check for any conflicts-of- interest. The Employment Business warrants that it shall periodically check within its organization for any change to the aforementioned declaration. In the event that such relation arises post the effective date of the Agreement, Employment Business shall immediately declare the same to Appirio, such declaration not to be later than 3-days of the Employment Business being aware of such relation. In the event that Employment Business breaches this provision, Appirio shall be entitled to penalize the Employment Business with a penalty of 10% of the annual value of the Agreement

For each respective SOW/WO, Employment Business will deliver the applicable Services to Appirio pursuant to SOW/WO. Promptly after the delivery and any installation or implementation of the Services, and consistent with Appirio’s overall requirements, Appirio will determine the compliance of the Services with the applicable specifications, after which Appirio will notify Employment Business of its acceptance or rejection of the Services. If Appirio rejects the Services, Employment Business will, at its sole expense, promptly make all changes or modifications necessary for the Services to comply with the specifications within the time specified by Appirio. If Services have not been accepted by Appirio at the end of such period because of the continued noncompliance of the Services, Employment Business will waive payment of all outstanding invoices under the applicable SOW/WO and Appirio will have no further responsibility for payment to Employment Business under the SOW/WO for the nonconforming Services.

COMPLIANCE WITH LOCAL LABOUR LAWS AND IMMIGRATION LAWS

The Employment Business shall comply with all applicable local laws, Labour regulations and amendments thereto including collective bargaining agreements, worker’s compensation, working conditions, fringe benefits, and labour standards or labour contract matters and all related matters thereto.

The Employment Business shall verify that all Contractor deployed by Employment Business have appropriate visa or legal status to perform services. If a right to work cannot be verified or if the Employment Business and its Contractor fail to comply with applicable VISA requirements, then the deployed Contractor shall be disqualified from any involvement in performing any Services. The Employment Business shall be responsible and liable for any non-compliance under this clause and shall indemnify Appirio or its clients.

PAYMENT TERMS

In consideration of the supply of the Contractor, Appirio shall pay to the Employment Business the appropriate Fee, calculated in accordance with the terms set out in the Order.

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All invoices should be received by Appirio within 15 days from the end of the month for services rendered during that month. Appirio shall not entertain invoices submitted beyond ninety (90) days from the date of joining of the Contractor as well as invoices for services provided in earlier month. The Employment Business shall not be entitled to invoice Appirio in respect of any older assignments beyond their due date

Any invoice which is issued by the Employment Business under this clause 5 or under any terms of this Agreement shall be a VAT invoice unless the Employment Business is not required by law to be registered for VAT and is not so registered.

Appirio shall pay undisputed invoices to the Employment Business, the amount of the Fee within 60 days of the date of receipt of the invoice, provided, however that in the event Appirio is unable to collect payment from its client for work performed due to Employment Business’s failure to provide quality work product on a timely basis, Appirio shall not be liable for payment to Employment Business. Out-of-pocket expenses that are incurred as a direct result of the performance of the Services will be reimbursed by Appirio, at original cost, provided that Appirio has approved such expenses in writing and in advance. All rates and prices specified are exclusive of all taxes. The Employment Business shall be responsible and liable for all any taxes other than the taxes that that may be applicable on Appirio, its employees or its income

The Fee shall be inclusive of all expenses which are expressly stated in the Order. The Employment Business shall not be entitled to invoice Appirio in respect of any expenses, incurred by a Contractor unless this has been expressly provided for in the Order.

If an Assignment is extended beyond six months, the margin applied by the Employment Business will be reduced by 5% for the remainder of the Assignment. There will be no reduction to the amount paid to the Contractor.

The Employment Business shall offer to Appirio tenure based discount/ volume discount on the fees payable to the Employment Business under this Agreement. Such discount is subject to mutual discussion with the Employment Business which shall not be unreasonably withheld by the Employment Business.

Taxes: Fees and expenses under this Agreement are stated inclusive of all applicable taxes including state and local use, service, sales, property and similar taxes (“Taxes”). The Employment Business agrees to cooperate with Appirio to minimize tax liability to the extent legally permissible. The Employment Business will provide to Appirio upon request any forms, information requests, documents as reasonably requested by Appirio to enable it to claim deductions, exemptions or such incentives under any applicable law.

Notwithstanding anything contained in this Agreement, Appirio shall (without prejudice to any of its rights and remedies) be entitled to withhold and set off the amount payable to Employment Business under any invoice in case of any or all of the causes mentioned below:

Any claim from a third party (including but not limited to Employment Business’ personnel/contractors) arising out of any act or omission on the part of Employment Business; or

Any breach of this Agreement and/or a SOW by Employment Business.

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CONTRACT-2-HIRE

Appirio reserves the right to, and may on prior notice, offer employment to Contractor from Employment Business on a permanent basis, unless specified otherwise in the work order. If the contractor is hired within first 6 month from the date of start of contract, Appirio shall pay to Employment Business, a onetime placement fee equal to 5% less than the agree perm placement fees in the signed perm contract or 12%, whichever is less. If the candidate leaves Appirio or notifies his intention to leave Appirio or is terminated for whatsoever reason within ninety (90) days from the date of his\her absorption by Appirio, the Employment Business shall, at the option of Appirio, refund to Appirio all amounts paid to the Employment Business with regard to that absorbed Contractor. This provision shall survive the termination of the Agreement. In case the Contractor is terminated by Appirio by what so ever reason, there shall be no penalty levied on the Employment Business. If the contractor is hired post 6 months from the date of start of his contract with Appirio, then Appirio shall not pay any fee.

AGENCY WORKERS REGULATIONS

The parties acknowledge that the AWR may apply to the Contractors engaged by Appirio under this Contract other than any Self-Employed Contractors.

The parties agree it is the Employment Business’s responsibility to put in place all necessary checks and safeguards for monitoring and tracking whether Contractors have reached the Qualifying Period for the purposes of the AWR. In particular, the Employment Business will require that all Contractors to confirm if they have previously worked directly or indirectly for Appirio and if so when, on what basis and the reason for the termination. The Employment Business will also notify Appirio if any particular Contractor which it supplies is a Self-Employed Contractor. The Employment Business will indemnify Appirio in relation to any Losses it may incur arising from: -

any claim for a breach of the AWR by a Contractor arising from any failure to properly calculate the Qualifying Period; or

any claim for a breach of the AWR by a Contractor who Appirio has been notified is a Self-Employed Contractor.

Appirio shall from time to time notify the Employment Business of the Relevant Terms and Conditions which will apply for certain categories and types of Contractor, based upon a series of assumptions and conditions, which shall apply until further notice. Such Relevant Terms and Conditions for the purposes of this Contract shall be referred to as the “Benchmarked Terms”. In the event that there is any change in the Relevant Terms and Conditions for a Qualifying Contractor where Benchmarked Terms apply, Appirio will notify the Employment Business of the change, and the Benchmarked Terms will be automatically amended, to take in account the change.

The Employment Business shall provide all Qualifying Contractors with the Relevant Terms and Conditions. The Employment Business shall notify Appirio prior to the commencement of any work by a Qualifying Contractor in relation to an Assignment, or by a Contractor who during the course of work on that Assignment will become or becomes a Qualifying Contractor if for any reason it believes that the Benchmarked Terms do not comply with the AWR. The Employment Business will indemnify Appirio in relation to any Losses it may incur arising from any breach or alleged breach of this Agreement by the Employment Business or the

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AWR including but not limited to any failure to provide Contractors with Relevant Terms and Conditions, but excluding any failure by Appirio to comply with its obligations under Regulations 12 or 13 of the AWR.

The Employment Business shall and shall procure that any other sub-contractor or intermediary shall at all times comply with their obligations under the AWR, including but not limited to providing any Qualifying Contractor with the Relevant Terms and Conditions. The Employment Business will in the terms of any sub- contract provide Appirio with a directly enforceable indemnity against such sub-contractor under the Contracts (Rights of Third Parties) Act 1999, equivalent to the indemnities contained in clause 6.

The parties shall inform each other in writing of any;

oral or written complaint the Contractor makes which is or may be a complaint connected with rights under AWR;

written request for information relating to the AWR rights that either party receives from the Contractor;

as soon as possible but no later than seven (7) days from the day on which any such oral or written complaint or request is received by the party. The parties will take such action and give such information and assistance to each other as is requested and within any such timeframe requested, in order to resolve any such complaint or to provide any such information in a written statement to the Contractor within twenty-eight (28) days of the receipt of such a request in accordance with Regulation 16 of AWR.

The Employment Business will within seven (7) days of receiving a written request from Appirio provide to it: -

the total number of Contractors, Qualifying Contractors and Self-Employed Contractors currently being supplied to Appirio;

the part(s) of Appirio’s undertaking in which those Contractors are working; and

the type of work those Contractors are carrying out

together with any other information which Appirio may reasonably request in relation to any payments made by the Employment Business, its sub-contractors or any other intermediaries to any Contractors, in order to ensure compliance with the AWR.

CONFIDENTIALITY

In this Agreement, Confidential Information shall include, but shall not be limited to, all information, whether oral, written, or on electronic, or optical media relating to this Agreement, or the business and affairs of Appirio or Appirio’s Clients for which a Contractor carries out the services and any other information specified by Appirio from time to time as being confidential. Information in the public domain (unless there as a result of unlawful disclosure under this Agreement) shall not constitute Confidential Information.

The Employment Business shall use its best efforts to ensure that each Contractor treats all Confidential Information of which a Contractor becomes aware with the strictest confidence and shall not disclose it to any third party or use it for his own or any other person's purposes without the express consent of Appirio or

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Appirio’s Client as appropriate. The Employment Business shall procure that prior to the commencement of any Assignment the Contractor and where applicable any Individual executes the Non-disclosure and intellectual property assignment agreement set out at Appendix B.

The Employment Business shall use its best efforts to ensure that each Contractor delivers up to Appirio or Appirio’s Client as appropriate, at times reasonably requested by Appirio or Appirio’s Client, all documents and other materials belonging to Appirio or Appirio’s Client (and all copies thereof) which are in its possession, including for the avoidance of doubt, any documents or materials created by the Contractor pursuant to the supply of services under this Agreement.

Save with the written consent of Appirio, the Employment Business undertakes not to disclose any Confidential Information of Appirio to any third party, except to any Contractor who has a need to know the same in connection with the proper performance of his duties or to third parties for the purposes of obtaining advice or services in connection with this Agreement.

Nothing in this clause 9 shall prohibit the disclosure of any information which is ordered to be disclosed by a court of competent jurisdiction the making of a “Protected disclosure” as defined by Part IVA of the Employment Rights Act 1996 or otherwise required to be disclosed by law.

Upon termination/ expiration of this Agreement, the Employment Business shall promptly return, or alternatively destroy upon the request of Appirio, all Confidential Information shared by Appirio and shall certify in writing that they have abided by the terms of this provision.

The obligations under this Clause 9 shall survive any expiration or termination of this Agreement.

INVENTIONS

Any invention, improvement, discovery, system, software and any patents, registered designs, unregistered designs, copyrights, technical information, know-how or any amendments or changes thereto, and similar rights anywhere in the world (“Intellectual Property Rights”) arising in the course of or as a consequence of the provision of any Assignment or services under this Agreement (whether arising out of work undertaken solely or jointly with any other person) shall belong to and be the absolute property of Appirio, and the Employment Business agrees that it has no further right to compensation in respect of the same.

The Employment Business shall procure that the Contractor shall immediately disclose the existence and details of any Intellectual Property Rights to Appirio immediately upon becoming aware of the existence of such Intellectual Property Rights and shall, at the request of Appirio, immediately deliver or procure that the Contractor delivers to Appirio all documents, drawings, models, samples, prototypes and the like prepared for Appirio relating to such rights.

At the request of Appirio, the Employment Business shall execute and procure that the Contractor shall execute all such documents and do all such things reasonably required to assign or vest ownership of the Intellectual Property Rights to or in Appirio to enable Appirio to obtain a registration or other protection for the Intellectual Property Rights and to enable Appirio to complete all other formalities required for such registration or protection.

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HEALTH AND SAFETY, COMPLIANCE AND INSURANCE

The Employment Business shall be responsible for all obligations and liabilities relating to the health and safety of the Contractor, and for the compliance by each Contractor with any health and safety regulations, in connection with the provision of the services to Appirio or Appirio’s Client under this Agreement. This shall include carrying out any risk assessments and other actions required under health and safety legislation in relation to the activities of the Contractor in connection with the provision of the services under this Agreement.

The Employment Business will procure and maintain (throughout the term of this Agreement and at its own expense) appropriate public liability, employers' liability and professional indemnity insurance in respect of the work to be carried out by the Contractor in providing services under this Agreement at the following levels:

Public liability insurance to a limit of GBP 5,000,000 Employers Liability to a limit of GBP 10,000,000 Professional indemnity insurance to a limit of GBP 2,000,000.

The Employment Business shall notify the insurers of Appirio’s interests in these policies and provide, upon being requested to do so by Appirio, confirmation that the cover is in place and details of such cover.

Bank Guarantee – The Employment Business shall immediately furnish to Appirio a Bank Guarantee equivalent to twenty percent (20%) of the annual contract value or USD 200K (two hundred thousand US dollars), whichever is higher, upon signing of this Agreement. Bank Guarantee shall be valid for the term of the Agreement. Appirio shall be entitled to invoke the Bank Guarantee for any material breach of the Agreement including without limitation events of bankruptcy, liquidation, payment default or non- compliance with applicable laws.

COMMENCEMENT AND TERMINATION

This Agreement shall remain in effect until it is terminated by either Appirio or the Contractor as provided herein. The termination of the supply of a Contractor shall not affect the continuation of this Agreement.

Appirio may terminate this Agreement upon written notice of fifteen (15) days’. In the event Appirio’s client terminated its agreement or SOW with Appirio for any reason, the applicable SOW/WO between Employment Business and Appirio shall automatically and immediately terminate with no further obligation to Employment Business. In case of cancellation or termination of the Agreement, all Confidential Information, including Proprietary Information, in Employment Business’s possession at the time of such cancellation or termination shall be immediately returned and/or assigned and furnished to Appirio.

This Agreement shall remain in effect until it is terminated by either Appirio or the Employment Business as provided herein. The term of any SOW/ WO shall be as provided therein and shall automatically expire on end date of the SOW/WO without any requirement to give any notice

Either party may, at its option, terminate this Agreement, immediately with notice, in the event the other party: (i) terminates or suspends its business; (ii) becomes subject to any bankruptcy or insolvency proceeding under Federal or state statute (which is not dismissed within thirty (30) days); (iii) becomes insolvent or

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becomes subject to direct control by a trustee, receiver or similar authority; or (iv) has wound up or liquidated, voluntarily or otherwise:

any serious or persistent default or breach by the other of any of its obligations hereunder (in the case of default or breach capable of remedy, where the other has failed to make good such default or breach within14 days of receipt of notice in writing requiring it to do so), or

the other being unable to pay its debts as they fall due, or

a petition being presented or meeting convened for the purpose of winding up the other, other than in connection with a scheme of reconstruction or amalgamation, or

the other becoming the subject of an administration order or entering into liquidation (whether compulsorily or voluntarily) other than in connection with a scheme of reconstruction or amalgamation, or

the other ceasing to carry on its business, or

the other compounding with its creditors generally or having an administrator, receiver or administrative receiver appointed of all or any part of its assets.

In case of termination of the Agreement by Appirio all SOWs under such Agreement shall continue to operate, subject to the same terms and conditions in the Agreement, unless such SOWs are expressly terminated

In the event that these Terms of Business is or any Order expires or is terminated by either party for any reason, no Fee shall be payable in the event that Appirio engages any Contractor via any other employment business or third party.

Either party may, at its option, terminate the Agreement in the event of an uncured material breach of this Agreement by the other party. Such termination may be effected only through written notice to the breaching party, which notice shall specify the breach on which termination is based. Following receipt of such notice, the breaching party shall have thirty (30) days to cure such breach. The Agreement shall terminate, on notice given by the non-breaching party, in the event such cure is not affected by the end of such period, or longer period as determined by the non-breaching party. If there any material breach or any reason attributable to the Employment Business that leads to termination of the MSA by Appirio, Appirio reserves the right to route the personnel through a third party or directly hire the personnel under the respective SOW/WO’s

Any terms or conditions of this Agreement which by their express terms extend beyond termination or expiration of this Agreement or which by their nature shall so extend shall survive and continue in full force and effect after any termination or expiration of this Agreement including without limitation any provision relating to indemnity, warranty and confidentiality.

If this Agreement terminates or expires for any reason then it will not deprive Appirio of any of its rights, remedies or actions that it has against the Employment Business and Appirio will be relieved of all obligations to the Employment Business except for payment for the Services performed by the Employment Business’s personnel before the termination or expiry date of this Agreement

Appirio reserves the right to extend/shrink any Statement(s) of Work/WO or assignment of any personnel by giving an advance written notice of seven (7) days to the Employment Business

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INDEMNITY & LIMITATION OF LIABILITY

Under no circumstances will Appirio be liable for indirect, special, consequential or incidental losses or damages (including, but not limited to loss of profits or the failure of or increased expense of operations) of any kind, regardless of whether any such losses or damages are characterized as arising from breach of contract, warranty, tort, strict liability or otherwise, even if such damages are foreseeable or Appirio has been advised of the possibility of such damages. Subject to the foregoing, the maximum aggregate liability of Appirio under this Agreement shall be limited to the amounts paid by Appirio under the applicable SOW or work order.

As used in this section, "Indemnified Party or Parties" shall mean Appirio, its clients and subcontractors and their respective subsidiaries and affiliates, directors, officers, employees and agents thereof. Employment Business shall indemnify (without any limit) and defend or settle, at its sole expense each Indemnified Party, from and against any and all liability, expenses (including reasonable attorney’s fees), costs, damages, settlements and obligations suits, proceedings and claims (whether raised by a third party or otherwise):

Arising out of infringement or alleged infringement of any patent, copyright, trade secret or other proprietary right of any third party, arising out of the acquisition, or use by the Indemnified Party of any Services, software, materials, equipment, combination, concepts, information or process designed, procured or delivered by Employment Business pursuant to or in connection with this Agreement;

Arising out of Employment Business’s performance of the Services hereunder including but not limited to software quality, errors or omissions, inadequate or incomplete performance of the Services, claims for death, bodily injury or destruction of tangible property;

Arising from Employment Business or it’s personnel’s acts or omissions, or a breach by Employment Business or it’s personnel of any of its obligations, representations and warranties contained in this Agreement including without limitation any claims raised by Appirio’s clients;

Alleging that Employment Business’s personnel are employees of any Indemnified Party for any purpose;

Arising out of a claim that any personnel are employees of any third party or have breached any non-compete provisions that may be applicable to such personnel;

Any breach of the obligations as set forth in sections 4 and 17; or

Any breach of applicable law (including without limitation any data privacy breach) or requirements of the Indemnified Parties.

Any breach of the Employment Business’s obligations of confidentiality.

If an Indemnified Party seeks indemnification under this section 13:

The Indemnified Party shall notify the Employment Business (hereinafter the “Indemnifying Party”) within thirty (30) days after learning of the occurrence of any event that is asserted to be an indemnifiable event pursuant to this Agreement. Upon such notification, the Indemnifying Party shall assume exclusive control over and shall assume all expense with respect to the defense, settlement, adjustment or compromise of such claim. The Indemnified Party shall provide reasonable cooperation and provision of assistance, as may be reasonably requested by the Indemnifying Party.

The Indemnified Party shall have the right to employ separate counsel in any action or claim and to participate

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in the defense thereof at the expense of the Indemnifying Party if counsel is retained because the Indemnifying Party does not notify the Indemnified Party within twenty (20) days after receipt of a claim notice that it elects to undertake the defense thereof;

The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into any settlement, adjustment, or compromise of such claim or ceasing to defend against such claim, if pursuant to or as a result of such settlement, adjustment, compromise, or cessation, injunctive or other relief would be imposed against the Indemnified Party;

If the Indemnifying Party does not assume control over the defense of such claim as provided in Section 8.2(a), the Indemnified Party shall have the right to defend the claim in such manner as it may deem appropriate at the cost and expense of the Indemnifying Party, and with the consent of the Indemnifying Party, to settle, adjust, or compromise such claim. The Indemnified Party may settle, adjust, or compromise any such claim without the consent of the Indemnifying Party if the Indemnified Party waives indemnification for such claim;

The Indemnifying Party shall remit payment for the amount of a valid and substantiated claim for indemnification hereunder promptly upon receipt of a claim notice therefor. Upon the payment in full of any claim hereunder, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party against any person with respect to the subject matter of such claim; and

In the event that the Indemnifying Party reimburses the Indemnified Party for any third-party claim, the Indemnified Party shall remit to the Indemnifying Party any reimbursement that the Indemnified Party subsequently receives for such third party claim.

DATA PROTECTION

For the purpose of this provision, the terms ‘personal data’, ‘process/processing’, ‘data controller’, ‘data processor’, ‘data subject’ shall have the same meaning as under the applicable data protection and privacy law and regulation and notably the European General Data Protection Regulation 2016/679.

The Employment Agency acknowledges that in the course of performing its obligation under this Agreement, it may have access to and process personal data relating to Appirio (including its employees, applicants, customers, etc.) and/or other third parties (“Appirio personal data”).

The Employment Agency acknowledges and agrees that any data including without limitation, personal data must be processed solely for the purpose for which it is provided i.e. only on behalf and in accordance with Appirio’s documented instructions. The Employment Agency acknowledges and agrees that at all times personal data are processed in compliance with applicable data protection and privacy regulations and ensures that its employees, contractors and/or agents comply with the relevant provisions of the applicable data protection and privacy law and regulation and with the following obligations. Further, the Employment Agency understands that for the purpose of this Agreement and the Services being provided hereunder, the Employment Agency is the data processor and Appirio is the data controller. The Parties agree that the Employment Agency shall:

use the highest industry standards and data controls and take technical and organizational security measures to safeguard and protect Appirio personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure, access, in particular when the processing involves the transmission of

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data over a network, and against all other unlawful forms of processing. The Employment Agency agrees to provide a detailed list of such security measures and controls taken at Appirio’s request;

not process Appirio personal data for any purpose other than those necessary for the performance of this Agreement;

restrict access to all Appirio personal data, whether stored and processed electronically or otherwise, to such of the Employment Agency’s relevant employees and/or agents and any subcontractors engaged by the Employment Agency who have a specific need to access Appirio personal data, and will take reasonable steps to ensure the reliability of any individuals or entities who have access to Appirio personal data;

promptly inform Appirio about:

any breach (actual or threatened) of data provided to the Employment Agency and the steps it has taken to mitigate such breach;

any request received directly from the data subjects concerned by Appirio personal data without responding to that request, unless it has been expressly authorized by Appirio to do so;

any legally binding request for disclosure of Appirio personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation.

destroys and/or return all data immediately upon expiry/termination of this Agreement, or earlier if the purpose for which such data is required has been fulfilled. It is clarified that Appirio may require the Employment Agency to delete, amend, modify or otherwise dispose ‘personal data’ at any time during the term of the Agreement;

defend, indemnify and hold harmless Appirio, (its Affiliates and its customers) from and against any and all liabilities, costs, expenses (including legal expenses), damages, injury, fines, claims, losses that arise from or in respect of use or misuse of data by the Employment Agency or otherwise attributable to any data breach pursuant to this Agreement;

not subcontract any part of the services without the prior written consent of Appirio and without requiring the sub-processor to sign a contract containing equivalent provisions as those set out in this provision. The Employment Agency undertakes also to send promptly a copy of any sub-processor agreement it concludes to Appirio;

at all times allow Appirio or its third party auditor to access to the Employment Agency data processing facilities (or the Employment Agency’s subcontractor’s facilities) to carry out an audit of all facilities, equipment, documents or electronic data relating to and/or used in the processing of Appirio personal data by the Employment Agency and verify the Employment Agency’s confidentiality and security measures taken, provided that Appirio shall give reasonable notice to the Employment Agency prior to conducting such audit;

The Employment Agency acknowledges and agrees that in case of any breach by the Employment Agency to the above obligations, Appirio is entitled to terminate the Agreement.

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THIRD PARTY RIGHTS

Save for any Appirio Client or associated company (wherever it may be registered) may enforce the terms of this Agreement, under the Contract (Rights of Third Parties) Act 1999, no other person who is not a party to this Agreement shall have any rights under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available other than under that statute.

INDEPENDENT ENTITIES

For the purposes of this Agreement, both parties shall be independent entities, and neither the Employment Business nor Appirio (or their respective officers or employees) shall be or shall be deemed to be an employee, agent or partner of the other party hereto, and they shall not hold themselves out to third parties as being an employee, agent or partner of the other party to this Agreement.

The Employment Business shall procure that any Contractor shall not hold him/herself out to third parties as being an employee, agent or partner of Appirio or Appirio’s Client.

CHANGE OF OWNERSHIP

The Employment Business agrees that if there is any change in ownership and/or control of its management during the period of this agreement and its renewal thereof, the Employment Business (Transferor) and/or the Transferee shall ensure continuity of the services as per the terms agreed herein and the Transferee hereby undertakes that it accepts joint and several liability with the Transferor for any outstanding obligation of the Transferor under this Employment Business Agreement as at the date the transfer of ownership takes place. The Transferor and/or the Transferee agrees that it will be solely responsible and liable for any/all acts of negligence and omissions during such change in ownership and shall indemnify Appirio for any breach of the terms and conditions agreed herein. The Employment Business agrees that Appirio shall have the right to terminate the contract for any change in ownership at its discretion.

ASSIGNMENT

Employment Business shall not assign its rights and/or obligations under this Agreement without Appirio’s prior written consent.

FURTHER ASSURANCE

Each party acknowledges and agrees that it shall, from time to time and on being required to do so by the other party, perform or procure the performance of all such acts and/or execute or procure the execution of all such documents as are necessary to give full effect to this Agreement and to secure to each party the full benefit of the rights, powers and remedies conferred upon it by or pursuant to all terms and conditions of this Agreement.

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NO WAIVER

The failure by either party to enforce at any time any one or more of these terms and conditions shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.

SEVERABILITY

While the clauses set out in this Agreement are considered reasonable by the parties, it is agreed that if any clause is found to be void but would be valid if some part of it were deleted, such clause shall apply with such deletion as may be necessary to make it valid and effective. The parties agree to attempt to substitute for any invalid or unenforceable clause a valid or enforceable clause which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable clause.

NOTICES

Unless indicated otherwise in this Agreement, any notice required to be given under this Agreement shall be given in writing and may be sent by facsimile transmission, electronic mail or first class prepaid post addressed to the party at the other party's last notified postal address or telephone facility for the receipt of facsimile communications or in person at that party's last notified address, as the case may be.

Any notice sent by facsimile transmission or electronic mail shall be confirmed by a hard copy sent the same day by first class pre-paid post but shall nevertheless be effective from the date of its electronic transmission.

Any notice sent by post shall be effective on and from the date upon which it would be delivered in the ordinary course of the post.

Any notice sent by electronic mail shall be sent to the address or addresses specified in the Order.

If to Appirio: Appirio Inc.

Address: 201 S. Capitol Avenue, Suite 1100, Indianapolis, IN 46225 Attn: General Counsel, Legal Department

Email: gc@appirio.com

If to Employment Business: Employment Business name: Address

Tel:

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Fax: Attn:

NON-SOLICITATION & COOLING OFF PERIOD

Employment Business will not, during the term of this Agreement and for a period of one (1) year thereafter, either

directly or indirectly solicit, any Appirio Client with any services offered by Employment Business or;

directly or indirectly, solicit, recruit, employ or hire the employees of Appirio.

23.2 Employment Business agrees that it shall operate a “cooling-off period” policy for all Employment Business’s Contractor who are allocated to work for Appirio. Such “cooling-off period” policy shall mean that no Employment Business Contractor who is providing Services to Appirio under this Agreement shall be allocated for a period of at least one (1) year after the end of such Employment Business’s Contractor involvement in this Agreement, to any other similar project under which the Contractor was allocated to work for Appirio. Appirio reserves the right to audit Employment Business at any time during and for a period of one (1) year after expiry or termination of this Agreement to ensure that the “cooling-off period” policy is active and being applied to the allocation of Employment Business’s Contractor.

23.3 Employment Business acknowledges and agrees that Appirio will be irreparably harmed should Employment Business not comply with the provisions of this Clause 19 (Non-solicitation & Cooling off Period). The Employment Business therefore agrees to the entry of an injunction against it in the event of actual or threatened breach of its obligations hereunder and acknowledges such relief shall be in addition to such other and further relief as may be available to Appirio at law or in equity.

AUDIT RIGHTS

Employment Business shall keep and maintain clear, accurate, and complete books and records relating to all matters affecting the performance of services and the deployment of Contractor under this Agreement including without limitation relevant pay slips, provident fund or other statutory submission proofs. Appirio shall have the right, annually or at other reasonable times and on reasonable notice, to audit such books and records at the Employment business’s offices. Except as may be required in connection with the resolution of any dispute arising under this Agreement, Appirio shall keep in confidence all information furnished to it or that it might gain or gather from the examination or audit of Employment Business’s books. If any audit discloses any error, then the Employment Business shall by appropriate payment forthwith adjust the same. If any audit discloses overpayment of fees by Appirio exceeding 2% of the amount payable by Appirio for the services rendered for the audited period, in addition to the amount of underpayment, the Employment Business shall bear the cost of such audit.

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Further, Appirio shall have the right to inspect, examine and audit the systems, books and records (including supporting documents and in whatever form the books, records and supporting documentation may be kept), data, practices and procedures of Employment Business to verify its compliance with the AWR.

Employment Business will cooperate fully with the audits and provide such assistance as the auditors may reasonably request.

ENTIRE AGREEMENT

These Terms of Business, together with the appendices, constitute the whole agreement between the parties and may only be modified by written agreement of the parties.

GOVERNING LAW

This Agreement shall be governed by and construed and enforced in accordance with English law without regards to any conflict of law provisions.

Each party hereby submits to the non-exclusive jurisdiction of the English courts. Accepted and agreed by the following authorized party representatives: Appirio Inc. Employment Business

Signed: Signed:

Name: Name:

Title: Title:

Date: Date:

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Appendix A: Order

We are pleased to release the Order for [Contract Name] submitted for Job Code [Job Code No.] for [Appirio Division].

The details of the Work Order are as follows: Work Order Number:

Resume Number:

Name of the Contractor: Partner Code and Name: Job Code:

Project Code:

Country and Location: Rate: (exclusive of taxes) Contract Start Date: Contract End Date: Contract Supervisor Email: Contract Supervisor Name: Terms & Conditions:

Regards,

Manager Appirio Limited

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Appendix B : Non-disclosure and intellectual property assignment agreement with Appirio Limited to be signed by Contractor and Individual

I, [ add name ] of [ insert address] ("you") agree as follows:

Whereas, during the course of your engagement with [ insert agency name ] (‘Employment Business’) it has been agreed that you will be temporarily be supplied to Appirio Limited (‘Customer’) to undertake certain activities at the direction of the Customer (‘Services’), and you hereby agree that you may during your involvement in the Services come in contact with the confidential information of Customer, or its clients, Employment Businesss or its customers or suppliers, including but not limited to any ideas business methods finance prices business financial or marketing development or manpower plans market opportunities processes plans intentions product information design rights trade secrets customer lists or details computer systems and software know how on any medium and software listings imparted by either party and other matters connected with the Services (‘Confidential Information’).

You agree:

to hold the Confidential Information in complete confidence and, unless you have Customer’s prior written consent, not disclose it, in whole or in part, to any person other than those directly concerned with the Services and whose knowledge of such Confidential Information is essential for such purposes;

not to use the Confidential Information for any purpose other than to enable you to perform the Services unless you have Customer’s prior written consent;

to return to Customer upon demand any and all Confidential Information, written documents (or copies thereof) equipment, computer software or other materials entrusted to you in the course of the performance of the Services and not to distribute in whole or in part any such documents, materials or other items without Customer’s prior written consent; and

to comply with all procedures and policies specified by Customer from time to time including but not limited to Physical Security, Data Security or Confidential Information Security.

No announcement or disclosure of the Services performed by you is permitted without the prior written consent of Customer.

The confidentiality obligations in this Agreement shall be binding on you for so long as the Confidential Information retains commercial value which may be even after you cease performing the Services. The intellectual property related clauses given below shall last for the duration of any related Intellectual Property Rights.

You agree that during the Services being provided by you, you might develop or be involved in certain processes, software, products, services or any other materials for Customer or Customer’s clients. You agree that all rights including any patent trademark service mark copyright, moral rights, right in a design know-how or any other intellectual property rights, and Confidential Information together with all or any goodwill relating or attached thereto (“Intellectual Property Rights”) in any material developed or used by you during your provision of Services to Customer shall be the property of Customer, you hereby irrevocably and unconditionally assign all rights including ownership rights or Intellectual Property Rights in such materials to Customer or such other party as may be specified by Customer. You agree that you will assist Customer or any other party assigned by Customer in documenting or filing for any registrations in order to protect Customer’s rights in such Intellectual Property Rights.

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You hereby agree that any breach by you of the obligations specified herein, will lead to severe losses for Customer or its clients and hence you agree that Customer or another party specified by Customer may take legal action against you in the event of such breach, such legal action may include but not be limited to injunctive or equitable remedies or actions for specific performance in the relevant court of law.

You agree that this agreement shall be governed by English law and consent to the jurisdiction of the courts of England.

Executed and delivered as a DEED )

by [ insert name ] )

in the presence of )

Witness Signature: Witness Name: Witness Address:

Witness Occupation: APPENDIX B

Employment Business’s adherence to the code of conduct is mandatory and other annexures to be decided by Procurement Manager.

SCOC: https://www.Appirio.com/content/dam/nexus/en/investor/corporate-governance/policies-and- guidelines/ethical-guidelines/12774-supplier-code-of-conduct.pdf

COBC: https://www.Appirio.com/content/dam/nexus/en/investor/corporate-governance/policies-and- guidelines/ethical-guidelines/code-of-business-conduct-and-ethics.pdf

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EUROPEAN COMMISSION DIRECTORATE-GENERAL JUSTICE

Directorate C: Fundamental rights and Union citizenship

Unit C.3: Data protection

Commission Decision C(2004)5721 SET II

Standard contractual clauses for the transfer of personal data from the Community to third countries (controller to controller transfers)

Data transfer agreement between

........................................................................................... (name)

........................................................................................... (address and country of establishment)

hereinafter “data exporter”

and

........................................................................................... (name)

........................................................................................... (address and country of establishment)

hereinafter “data importer”

each a “party”; together “the parties”.

Definitions

For the purposes of the clauses:

“personal data”, “special categories of data/sensitive data”, “process/processing”, “controller”, “processor”, “data subject” and “supervisory authority/authority” shall have the same meaning as in Directive 95/46/EC of 24 October 1995 (whereby “the authority” shall mean the competent data protection authority in the territory in which the data exporter is established);

“the data exporter” shall mean the controller who transfers the personal data;

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“the data importer” shall mean the controller who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country’s system ensuring adequate protection;

“clauses” shall mean these contractual clauses, which are a free-standing document that does not incorporate commercial business terms established by the parties under separate commercial arrangements.

The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms an integral part of the clauses.

Obligations of the data exporter

The data exporter warrants and undertakes that:

The personal data have been collected, processed and transferred in accordance with the laws applicable to the data exporter.

It has used reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses.

It will provide the data importer, when so requested, with copies of relevant data protection laws or references to them (where relevant, and not including legal advice) of the country in which the data exporter is established.

It will respond to enquiries from data subjects and the authority concerning processing of the personal data by the data importer, unless the parties have agreed that the data importer will so respond, in which case the data exporter will still respond to the extent reasonably possible and with the information reasonably available to it if the data importer is unwilling or unable to respond. Responses will be made within a reasonable time.

It will make available, upon request, a copy of the clauses to data subjects who are third party beneficiaries under clause III, unless the clauses contain confidential information, in which case it may remove such information. Where information is removed, the data exporter shall inform data subjects in writing of the reason for removal and of their right to draw the removal to the attention of the authority. However, the data exporter shall abide by a decision of the authority regarding access to the full text of the clauses by data subjects, as long as data subjects have agreed to respect the confidentiality of the confidential information removed. The data exporter shall also provide a copy of the clauses to the authority where required.

Obligations of the data importer

The data importer warrants and undertakes that:

It will have in place appropriate technical and organisational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.

It will have in place procedures so that any third party it authorises to have access to the personal data, including processors, will respect and maintain the confidentiality and security of the personal data. Any person acting under the authority of the data importer, including a data processor, shall be obligated to

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process the personal data only on instructions from the data importer. This provision does not apply to persons authorised or required by law or regulation to have access to the personal data.

It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these clauses, and it will inform the data exporter (which will pass such notification on to the authority where required) if it becomes aware of any such laws.

It will process the personal data for purposes described in Annex B, and has the legal authority to give the warranties and fulfil the undertakings set out in these clauses.

It will identify to the data exporter a contact point within its organisation authorised to respond to enquiries concerning processing of the personal data, and will cooperate in good faith with the data exporter, the data subject and the authority concerning all such enquiries within a reasonable time. In case of legal dissolution of the data exporter, or if the parties have so agreed, the data importer will assume responsibility for compliance with the provisions of clause I(e).

At the request of the data exporter, it will provide the data exporter with evidence of financial resources sufficient to fulfil its responsibilities under clause III (which may include insurance coverage).

Upon reasonable request of the data exporter, it will submit its data processing facilities, data files and documentation needed for processing to reviewing, auditing and/or certifying by the data exporter (or any independent or impartial inspection agents or auditors, selected by the data exporter and not reasonably objected to by the data importer) to ascertain compliance with the warranties and undertakings in these clauses, with reasonable notice and during regular business hours. The request will be subject to any necessary consent or approval from a regulatory or supervisory authority within the country of the data importer, which consent or approval the data importer will attempt to obtain in a timely fashion.

It will process the personal data, at its option, in accordance with:

the data protection laws of the country in which the data exporter is established, or

the relevant provisions1 of any Commission decision pursuant to Article 25(6) of Directive 95/46/EC, where the data importer complies with the relevant provisions of such an authorisation or decision and is based in a country to which such an authorisation or decision pertains, but is not covered by such authorisation or decision for the purposes of the transfer(s) of the personal data2, or

the data processing principles set forth in Annex A.

Data importer to indicate which option it selects: .................................................... Initials of data importer: .......................................................................................... ;

1 “Relevant provisions” means those provisions of any authorisation or decision except for the enforcement provisions of any authorisation or decision (which shall be governed by these clauses).

2 However, the provisions of Annex A.5 concerning rights of access, rectification, deletion and objection must be applied when this option is chosen and take precedence over any comparable provisions of the Commission Decision selected.

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It will not disclose or transfer the personal data to a third party data controller located outside the European Economic Area (EEA) unless it notifies the data exporter about the transfer and

the third party data controller processes the personal data in accordance with a Commission decision finding that a third country provides adequate protection, or

the third party data controller becomes a signatory to these clauses or another data transfer agreement approved by a competent authority in the EU, or

data subjects have been given the opportunity to object, after having been informed of the purposes of the transfer, the categories of recipients and the fact that the countries to which data is exported may have different data protection standards, or

with regard to onward transfers of sensitive data, data subjects have given their unambiguous consent to the onward transfer

Liability and third party rights

Each party shall be liable to the other parties for damages it causes by any breach of these clauses. Liability as between the parties is limited to actual damage suffered. Punitive damages (i.e. damages intended to punish a party for its outrageous conduct) are specifically excluded. Each party shall be liable to data subjects for damages it causes by any breach of third party rights under these clauses. This does not affect the liability of the data exporter under its data protection law.

The parties agree that a data subject shall have the right to enforce as a third party beneficiary this clause and clauses I(b), I(d), I(e), II(a), II(c), II(d), II(e), II(h), II(i), III(a), V, VI(d) and VII against the data importer or the data exporter, for their respective breach of their contractual obligations, with regard to his personal data, and accept jurisdiction for this purpose in the data exporter’s country of establishment. In cases involving allegations of breach by the data importer, the data subject must first request the data exporter to take appropriate action to enforce his rights against the data importer; if the data exporter does not take such action within a reasonable period (which under normal circumstances would be one month), the data subject may then enforce his rights against the data importer directly. A data subject is entitled to proceed directly against a data exporter that has failed to use reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses (the data exporter shall have the burden to prove that it took reasonable efforts).

Law applicable to the clauses

These clauses shall be governed by the law of the country in which the data exporter is established, with the exception of the laws and regulations relating to processing of the personal data by the data importer under clause II(h), which shall apply only if so selected by the data importer under that clause.

Resolution of disputes with data subjects or the authority

In the event of a dispute or claim brought by a data subject or the authority concerning the processing of the personal data against either or both of the parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.

The parties agree to respond to any generally available non-binding mediation procedure initiated by a data subject or by the authority. If they do participate in the proceedings, the parties may elect to do so remotely

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(such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.

Each party shall abide by a decision of a competent court of the data exporter’s country of establishment or of the authority which is final and against which no further appeal is possible.

Termination

In the event that the data importer is in breach of its obligations under these clauses, then the data exporter may temporarily suspend the transfer of personal data to the data importer until the breach is repaired or the contract is terminated.

In the event that:

the transfer of personal data to the data importer has been temporarily suspended by the data exporter for longer than one month pursuant to paragraph (a);

compliance by the data importer with these clauses would put it in breach of its legal or regulatory obligations in the country of import;

the data importer is in substantial or persistent breach of any warranties or undertakings given by it under these clauses;

a final decision against which no further appeal is possible of a competent court of the data exporter’s country of establishment or of the authority rules that there has been a breach of the clauses by the data importer or the data exporter; or

a petition is presented for the administration or winding up of the data importer, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law; a winding up order is made; a receiver is appointed over any of its assets; a trustee in bankruptcy is appointed, if the data importer is an individual; a company voluntary arrangement is commenced by it; or any equivalent event in any jurisdiction occurs

then the data exporter, without prejudice to any other rights which it may have against the data importer, shall be entitled to terminate these clauses, in which case the authority shall be informed where required. In cases covered by (i), (ii), or (iv) above the data importer may also terminate these clauses.

Either party may terminate these clauses if (i) any Commission positive adequacy decision under Article 25(6) of Directive 95/46/EC (or any superseding text) is issued in relation to the country (or a sector thereof) to which the data is transferred and processed by the data importer, or (ii) Directive 95/46/EC (or any superseding text) becomes directly applicable in such country.

The parties agree that the termination of these clauses at any time, in any circumstances and for whatever reason (except for termination under clause VI(c)) does not exempt them from the obligations and/or conditions under the clauses as regards the processing of the personal data transferred.

Variation of these clauses

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The parties may not modify these clauses except to update any information in Annex B, in which case they will inform the authority where required. This does not preclude the parties from adding additional commercial clauses where required.

Description of the Transfer

The details of the transfer and of the personal data are specified in Annex B. The parties agree that Annex B may contain confidential business information which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency, or as required under clause I(e). The parties may execute additional annexes to cover additional transfers, which will be submitted to the authority where required. Annex B may, in the alternative, be drafted to cover multiple transfers.

Dated: ................................

FOR DATA IMPORTER FOR DATA EXPORTER

........................................... ................................................................

........................................... ................................................................

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ANNEX A

DATA PROCESSING PRINCIPLES

Purpose limitation: Personal data may be processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorised by the data subject.

Data quality and proportionality: Personal data must be accurate and, where necessary, kept up to date. The personal data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed.

Transparency: Data subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of processing and about the transfer), unless such information has already been given by the data exporter.

Security and confidentiality: Technical and organisational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the data controller.

Rights of access, rectification, deletion and objection: As provided in Article 12 of Directive 95/46/EC, data subjects must, whether directly or via a third party, be provided with the personal information about them that an organisation holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the data exporter. Provided that the authority has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the data importer or other organisations dealing with the data importer and such interests are not overridden by the interests for fundamental rights and freedoms of the data subject. The sources of the personal data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated. Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles. If there are compelling grounds to doubt the legitimacy of the request, the organisation may require further justifications before proceeding to rectification, amendment or deletion. Notification of any rectification, amendment or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort. A data subject must also be able to object to the processing of the personal data relating to him if there are compelling legitimate grounds relating to his particular situation. The burden of proof for any refusal rests on the data importer, and the data subject may always challenge a refusal before the authority.

Sensitive data: The data importer shall take such additional measures (e.g. relating to security) as are necessary to protect such sensitive data in accordance with its obligations under clause II.

Data used for marketing purposes: Where data are processed for the purposes of direct marketing, effective procedures should exist allowing the data subject at any time to “opt-out” from having his data used for such purposes.

Automated decisions: For purposes hereof “automated decision” shall mean a decision by the data exporter or the data importer which produces legal effects concerning a data subject or significantly affects a data subject and which is based solely on automated processing of personal data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc. The data importer shall not make any automated decisions concerning data subjects, except when:

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i. such decisions are made by the data importer in entering into or performing a contract with the data subject, and

ii. the data subject is given an opportunity to discuss the results of a relevant automated decision with a representative of the parties making such decision or otherwise to make representations to that parties.

or

where otherwise provided by the law of the data exporter.

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ANNEX B

DESCRIPTION OF THE TRANSFER

(To be completed by the parties)

Data subjects

The personal data transferred concern the following categories of data subjects:

………………………………………………………………………………………………………………

………………………………………………………………………………………………………………

………………………………………………………………………………………………………………

………………………………………………………………………………………………………………

………………………………………………………………

Purposes of the transfer(s)

The transfer is made for the following purposes:

………………………………………………………………………………………………………………

………………………………………………………………………………………………………………

………………………………………………………………………………………………………………

………………………………………………………………………………………………………………

………………………………………………………………

Categories of data

The personal data transferred concern the following categories of data:

………………………………………………………………………………………………………………

………………………………………………………………………………………………………………

………………………………………………………………………………………………………………

………………………………………………………………………………………………………………

………………………………………………………………

Recipients

The personal data transferred may be disclosed only to the following recipients or categories of recipients:

………………………………………………………………………………………………………………

………………………………………………………………………………………………………………

………………………………………………………………………………………………………………

………………………………………………………………………………………………………………

………………………………………………………………

Sensitive data (if appropriate)

The personal data transferred concern the following categories of sensitive data:

………………………………………………………………………………………………………………

………………………………………………………………………………………………………………

………………………………………………………………………………………………………………

………………………………………………………………………………………………………………

………………………………………………………………

Data protection registration information of data exporter (where applicable)

………………………………………………………………………………………………………………

………………………………………………………………………………………………………………

………………………………………………………………………………………………………………

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………………………………………………………………………………………………………………

………………………………………………………………

Additional useful information (storage limits and other relevant information)

………………………………………………………………………………………………………………

………………………………………………………………………………………………………………

………………………………………………………………………………………………………………

………………………………………………………………………………………………………………

………………………………………………………………

Contact points for data protection enquiries

Data importer Data exporter

………………………………………… ……

…………………………………………………

………………………………………… ……

…………………………………………………

………………………………………… ……

…………………………………………………

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ILLUSTRATIVE COMMERCIAL CLAUSES (OPTIONAL)

Indemnification between the data exporter and data importer:

“The parties will indemnify each other and hold each other harmless from any cost, charge, damages, expense or loss which they cause each other as a result of their breach of any of the provisions of these clauses. Indemnification hereunder is contingent upon (a) the party(ies) to be indemnified (the “indemnified party(ies)”) promptly notifying the other party(ies) (the “indemnifying party(ies)”) of a claim, (b) the indemnifying party(ies) having sole control of the defence and settlement of any such claim, and (c) the indemnified party(ies) providing reasonable cooperation and assistance to the indemnifying party(ies) in defence of such claim.”.

Dispute resolution between the data exporter and data importer (the parties may of course substitute any other alternative dispute resolution or jurisdictional clause):

“In the event of a dispute between the data importer and the data exporter concerning any alleged breach of any provision of these clauses, such dispute shall be finally settled under the rules of arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said rules. The place of arbitration shall be [ ]. The number of arbitrators shall be [ ].”

Allocation of costs:

“Each party shall perform its obligations under these clauses at its own cost.”

Extra termination clause:

“In the event of termination of these clauses, the data importer must return all personal data and all copies of the personal data subject to these clauses to the data exporter forthwith or, at the data exporter’s choice, will destroy all copies of the same and certify to the data exporter that it has done so, unless the data importer is prevented by its national law or local regulator from destroying or returning all or part of such data, in which event the data will be kept confidential and will not be actively processed for any purpose. The data importer agrees that, if so requested by the data exporter, it will allow the data exporter, or an inspection agent selected by the data exporter and not reasonably objected to by the data importer, access to its establishment to verify that this has been done, with reasonable notice and during business hours.”

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