Specific to Health Providers

1. LICENSED/GOOD STANDING
   The Third-Party represents that it, and each of its Qualified Physicians, is and shall remain licensed or registered to practice medicine and, if applicable, the Third-Party shall remain registered and in good standing with the state in which it is chartered and each state in which it is doing business.
2. NON-DISCRIMINATION
   The Third-Party shall ensure that it, and each of its Qualified Physicians, shall not differentiate or discriminate in its provision of the agreed Services to Enrolees of the HMO on the basis of race, color, ethnicity, nationality, religion, sex, marital status, sexual orientation, income, disability, or age. The Third-Party further agrees that its Physicians and other personnel shall render the Services to the HMO’s Enrollees in the same manner, in accordance with the same standards, and within the same time availability as such services are offered to patients not associated with the HMO which shall be consistent with medical ethics and applicable legal requirements for providing continuity of care.
3. STANDARDS
   The Third-Party shall ensure all Services that are provided by or arranged for by THIRDPARTY shall be delivered by professional personnel qualified by licensure, training, or experience to discharge their responsibilities and operate their facilities in a manner that complies with generally accepted standards in the industry.
4. ADMINISTRATIVE PROCEDURES
   The THIRD-PARTY shall ensure that it and each of its Physicians and Personnel complies with the policies and procedures established by the HMO to the extent the THIRD-PARTY has received notice of such policies and procedures which would be consistent with the terms of this Agreement. The THIRD-PARTY shall rely on these policies and procedures as the sole material policies and procedures of the HMO until such time as the THIRD-PARTY receives a HMO Notice or is notified otherwise consistent with this Agreement. The HMO may not modify these policies and procedures in a manner that would have a material adverse effect on THIRD-PARTY without THIRD-PARTY’s prior notice.
5. ASSISTANCE IN GRIEVANCE PROCEDURE
   THIRD-PARTY agrees to resolve all complaint’s that might arise in the course of treatment of the Enrollees. If the THIRD-PARTY is unable to resolve such complaint, the THIRD-PARTY shall refer such to the HMO. In the event a grievance is escalated to the Medical and Dental Council of Nigeria or any other regulatory body primarily responsible for regulating medical practices in Nigeria for further investigation, the THIRD-PARTY shall cooperate with the HMO and such regulatory body in the investigation of the grievance.
6. RECORDS AND CONFIDENTIALITY
   1. All confidential data, information and records obtained, created, or collected by the THIRDPARTY relating to the HMO and the Enrollees d shall be kept confidential and secret by the THIRD-PARTY and not made available to third parties for any reason whatsoever, save with the consent of the Enrollee or the HMO as the case may be or pursuant to any legal or statutory requirement.
   2. To the extent required by applicable law, governmental authority or legal process, the THIRD-PARTY may retain the Confidential Information, which shall continue to be subject to this confidentiality obligation
   3. The THIRD-PARTY shall fully indemnify the HMO for any loss, damage, cost, or expense suffered or incurred by the HMO for any breach of the provisions of this clause.
   4. The THIRD-PARTY shall act in a professional manner at all times, and not discuss or disclose details of this agreement, or demean the HMO to its clients, nor reveal any issues of agreement, discourse or discontent that may arise for whatever reason between the HMO and the THIRD-PARTY to any third party.
   5. The THIRD-PARTY shall not defame or disparage the HMO, its affiliates or related companies, clients, Members, suppliers, vendors or other stakeholders through any form of media neither shall the THIRD-PARTY use any media print or social platform to circulate any false or misleading information about the HMO, its affiliates or related companies, clients, Members, suppliers, vendors or other stakeholders.
   6. In the event of any complaints which have not been satisfactorily resolved by the designated HMO Provider Managers, the THIRD-PARTY shall escalate such complaints in written form to the above written address of the HMO and shall attention it to the CEO, AXA Mansard Health Limited. The THIRD-PARTY shall not publish or escalate such complaints on any media print or social platform.
7. INSURANCE
   The THIRD-PARTY shall maintain at all times, in limits and amounts standard in the community, a professional liability insurance policy and other insurance as required by law and which are necessary to insure the THIRD-PARTY against any claim for damages arising directly or indirectly in connection with the performance or non-performance of any services furnished to Enrollees. Evidence of insurance coverage by the THIRD-PARTY and/or a Qualified Physician shall be tendered to the HMO by THIRD-PARTY on demand.  The THIRD-PARTY shall comply with all relevant laws and regulations concerning the health and safety of visitors to its premises. The THIRD-PARTY shall ensure that Enrollees are adequately protected from any safety and health hazard arising in its premises.
   
   The THIRD-PARTY shall be liable for claims or damages arising out of its negligence or inability to comply with the provision of this Agreement and agrees to indemnify and hold the HMO and its officers, directors, employees, corporate clients and the enrollees harmless for any claims, damages, lawsuits, losses, including reasonable attorneys’ fees arising from or in connection with the THIRD-PARTY’s breach of this Agreement.

General Terms (Applies to all Vendors and Providers)

1. CORPORATE RESPONSIBILITY & SUSTAINABILITY REQUIREMENTS
   1. Both Parties represent and warrant to the other that each party, the persons under its control, its Third-Partys and its sub-contractors comply with the international and national laws applicable to the Agreement and undertakes to comply with those laws during all the duration of the Agreement (including any possible amendments made to those laws during the term of this Agreement), relating to:
      1. human rights and individual fundamental freedoms, in particular, the prohibition of child labour and any other form of forced labour and any type of discrimination as regards staff recruitment or management;
      2. embargoes, arms, and drug trafficking and terrorism (including financing);
      3. trade and customs requirements;
      4. the health and safety of employees and third parties;
      5. employment, immigration and the ban on using undeclared workers; and
      6. environmental protection
       
   2. Third-Party acknowledges that Customer adheres to certain values and principles designed to ensure that Customer does business in a socially responsible manner by promoting sustainable development in its business through commitments towards its principal stakeholders (customers, Third-Partys, employees, shareholders, investors and community groups).  Third-Party hereby undertakes to manage its activities in compliance with:  
      • the United Nations Universal Declaration of Human Rights;
      • the core standards of the International Labour Organisation (the “Core International Standards”)
       
   3. In the event that Customer notifies Provider or Provider becomes aware that any of its business practices are contrary to the undertakings, representations and warranties provided for by this Clause, Provider agrees to remedy the practice in question in cooperation with Customer and notify Customer of the correction it made. In the event Provider does not appropriately address the issue in question within the timeframe agreed with Customer or if it commits subsequent violations, Customer may, immediately, terminate this Agreement for material breach without liability of any kind.
   4. All along the contract duration, the Customer may require the Third-Party to realize a nonfinancial assessment provided by a third party. The assessment must focus on the environmental, social, and governance practices of the Third-Party. If accepted, this assessment will not be required by the Customer more than once every 24 months. In the event that the Third-Party already has a non-financial assessment (dating less than 24 months before on the date of transmission of said proof0, the Third-Party can directly submit to the Customer.
2. DATA PRIVACY
   1. The THIRD-PARTY acknowledges and agrees that all data provided by the HMO to the THIRDPARTY, or to which the THIRD-PARTY may be exposed by virtue of this agreement, shall constitute Confidential Information and where applicable, intellectual property belonging to the HMO.
   2. The THIRD-PARTY hereby warrants, represents and undertakes in favour of the HMO that:
      • it shall at all times strictly comply with all applicable Laws and with all the provisions requirements of any of the HMO’s data protection policies and procedures which may be in force from time to time;
      • it shall not, at any time process data for any purpose other than with the express prior written consent of the HMO, and to the extent necessary to provide the Services; and
      • it shall ensure that all its systems and operations which it uses to provide the Services, including all systems on which data is processed as part of providing the Services, shall at all times be of a minimum standard required by all applicable laws and be of a standard no less than the standards which are in compliance with the best industry practice for the protection, control and use of data.
       
   3. The THIRD-PARTY shall take appropriate, reasonable, technical and organizational measures to prevent the loss of, damage to or unauthorized destruction of data and the unlawful access to or processing of data. The measures taken must at all times be of a minimum standard required by all applicable laws and be of a standard no less than the standards which are in compliance with best industry practice for the protection, control and use of Data.
   4. The THIRD-PARTY shall take reasonable steps to identify all reasonably foreseeable internal and external risks posed to data under the THIRD-PARTY’s possession or control and establish and maintain appropriate safeguards against any risks identified. The THIRDPARTY shall regularly verify that the safeguards are effectively implemented and keep a record of such verification. The safeguards shall be updated continually in response to new risks or deficiencies in previously implemented safeguards. The THIRD-PARTY shall immediately notify the HMO (i) of any risks posed to data that it has identified; (ii) of the safeguards established by the THIRD-PARTY to mitigate the impact of the risks; and (iii) that the safeguards have been effectively implemented.
   5. The THIRD-PARTY shall notify the HMO of any security compromises or suspected security compromises of which it becomes aware or suspects, immediately on becoming so aware or forming such a suspicion.
   6. The THIRD-PARTY acknowledges and agrees that any breach of its obligations under this clause, shall be deemed a material breach of this Agreement and may impose obligations on the HMO to notify affected individuals as well as regulators of such security breach and take steps, among others, to mitigate any adverse impact or other harm to its HMOs or prospective HMOs arising from such security breach.
   7. The THIRD-PARTY agrees to cooperate with and assist the HMO in meeting all such obligations where the issues are connected to the Services provided by the THIRD-PARTY. Save for fraud and/or misrepresentation of the HMO, its assigns, employee, agents and Third-Party connected to the HMO, the THIRD-PARTY shall defend, hold harmless and indemnify the HMO from any Third-Party claims arising out of the THIRD-PARTY’s or its agent’s failure to comply with the privacy and security provisions set forth herein. The Third-Party has complied, and is presently in compliance, with AXA Mansard’s privacy and security policies and with all obligations under applicable laws and regulations regarding the collection, use, transfer, storage, protection, disposal, or disclosure of personally identifiable information or any other legally protected information collected from or provided by third parties.
    
3. INFORMATION SECURITY
   The Third-Party acknowledges that the security and confidentiality of AXA Mansard’s Personal Information shall remain a major concern for the Third-Party. As a result, the ThirdParty shall take all the necessary measures to protect the confidentiality, the security and the integrity of AXA Mansard’s Personal Information to which it could have access within the performance of the Services.
   
   If the Third-Party wants to appoint Subcontractors in order to perform the Services in relation with AXA Mansard’s Personal Information, the Third-Party shall obtain the prior written consent of AXA Mansard. In any case, Subcontractors shall provide equivalent protections to ensure security and confidentiality in relation to AXA Mansard’s Personal Information.
   
   The Third-Party represents, warrants, and covenants that the Third-Party has adopted and implemented, and will maintain a comprehensive information security program against accidental loss, destruction, damage, alteration or disclosure, in accordance with AXA Mansard’s security standards communicated to the Third-Party.
   
   The Third-Party warrants and covenants to destroy or, if indicated by AXA Mansard, to return all electronic and hard-copy materials containing AXA Mansard’s Personal Information which the Third-Party is permitted or required to destroy hereunder in a safe and secure manner.
   
   The Third-Party shall not transfer abroad any of AXA Mansard’s Personal Information to, including processing, hosting or granting remote access from, abroad without the prior written authorization of AXA Mansard.
   
   Unless agreed otherwise, such  Third-Party’s Information Security Program must incorporate administrative, technical, and physical safeguards: (i) to ensure the confidentiality of Personal Information in the Third-Party’s possession or control; (ii) to protect against any anticipated threats or hazards to the security or integrity of AXA Mansard’s Personal Information; (iii) to protect against unauthorized access to or use of AXA Mansard’s  Personal Information, including programs to train the Third-Party’s Personnel in safeguarding the same; (iv) to prevent the loss, destruction damage alteration or disclosure of AXA Mansard’s Personal Information; and (v) to destroy all electronic and hard-copy materials containing AXA Mansard’s Personal Information which Third-Party is permitted or required to destroy hereunder in a safe and secure manner.
   
   The Third-Party shall regularly audit and review the Third-Party’s Information Security Program to ensure its continued effectiveness to safeguard AXA Mansard’s Personal Information as required herein and by the applicable law, and determine whether adjustments are necessary in light of circumstances including changes in technology, information systems, new or revised regulations, industry best practices or changing threats or hazards to the AXA Mansard’s Personal Information.
   
   The Third-Party shall promptly notify AXA Mansard of any material changes to  the ThirdParty’s Information Security Program and will promptly answer inquiries from AXA Mansard about  the Third-Party’s Information Security Program and provide AXA Mansard, on request, with a written copy of its current data security policies and procedures relating to the Third-Party’s Information Security Program and any modifications, additions or amendments thereto, together with such supporting materials including plans, studies, reviews, audits, audit trails or assessments, as AXA Mansard may from time to time reasonably request.
4. OPERATIONAL RESILENCE
   1. Throughout the Term, the Third-Party will implement, maintain and test an appropriate Operational Resilience Program within its organisation. The Operational Resilience Program shall:
      • conform at least to the standards required by any applicable Law or any Regulator, whichever imposes the higher standard;
      • be reviewed at least annually and updated where necessary;
      • tested to ensure the capabilities are in place to recover all technology, operational, financial, human or other resources required to provide the Services to Customer; and
      • include, without limitation, appropriate crisis management, business continuity management and IT service continuity processes developed through consultation with Third-Party’s security department, operational risk department, and any other relevant risk management disciplines.
       
   2. Both Parties shall determine the following operational resilience objectives where appropriate:
      • Recovery Time Objective;
      • Recovery Point Objective;
      • Minimum Business Continuity Objective; and
      • Maximum Acceptable Outage, each to be set out in Schedule “Operational Resilience Objectives”.
       
   3. Third-Party acknowledges being subject to an obligation of result (ie obligation de résultat) regarding the continuity of the Services provided in accordance with this Agreement. In the event where Third-Party would be prevented from performing totally or partially the Services described in the Agreement, especially in case of interruption or dysfunction of one or several of its sites, including any Force Majeure Event, Third-Party undertakes to notify Customer and to activate the Operational Resilience Program in compliance with the Operational Resilience Objectives above mentioned and as set out in Schedule Operational Resilience Objectives.
   4. Customer requires an operational resilience self-assessed questionnaire to be completed annually by the Third-Party and the provision of associated necessary documentation and evidence. The Third-Party will revise the Operational Resilience Program to address concerns that Customer raises from time to time to Customer’s reasonable satisfaction.
   5. Any material deterioration in the standard of Third-Party’s Operational Resilience Program, any failure to test and appropriately maintain Third-Party’s Operational Resilience Program, or any failure to meet the Operational Resilience Objectives specified in the present Section, will constitute a material breach by Third-Party giving Customer the right to terminate this Agreement under Section Term and Termination.
   6. If Third-Party fails to implement the Operational Resilience Objectives within the agreed timeframe specified in Schedule Operational Resilience Objectives, then the Customer reserves the right to activate at its sole discretion the dispositions of Section Alternative Services.
   7. Upon the occurrence of any Disaster or other event requiring use or invocation of the ThirdParty’s Operational Resilience Program, Third-Party will promptly: (i) notify Customer of the Disaster or other event and reasons for invocation; and (ii) restore and maintain Customer’s access to the Services in accordance with the Operational Resilience Program.
5. AUDIT
   1. Record Keeping
      1. Third-Party shall keep detailed records of all activities carried out in connection with the Services, especially the results of any audits carried out on its Subcontractors and any other such records as are expressly required to be kept by Third-Party under this Agreement (“Service Records”) during the Term and for at least five (5) years following the end of the Agreement.
       
   2. Audit Scope
      1. Subject to Third-Party’s reasonable security requirements, the Third-Party expressly authorizes the Auditor to carry out an audit of the Services, including of its own subcontractors, to verify that the Third-Party’s obligations under the Agreement are met.
      2. The Auditor will have access, including on the premises, to the facilities and infrastructures (including IT infrastructures) dedicated to implementing the Service and may audit ThirdParty’s books, records, and other documents to assess Third-Party’s books, records and other documents to assess Third-Party’s compliance with this Agreement (the “Audit”), including (without limitation):
         1. Service Records;
         2. all or any aspects of the provision of the Services including accuracy of the Charges and of the billing;
         3. the accuracy and truthfulness of any information or representation provided to Customer in accordance with this Agreement;
         4. the nature and extent of the skills of those of Third-Party Personnel assigned to the Services;
         5. compliance with Third-Party’s obligations under this Agreement (especially regarding personal data protection, security, confidentiality and Operational resilience);
         6. identify suspected fraud or material accounting mistakes;
         7. inspect the integrity, confidentiality and security of Customer Data.
          
      3. Third-Party shall provide Auditor, at its written request, copies of reports resulting from internal audits. The reports from such internal audits will comply with current industry standards, including generally accepted auditing standards such as, without limitation, the requirements of SSAE 16 or ISAE 3402 standards. 4
       
   3. Periodicity
      1. Audits may be carried out once a year with a reasonable notice (which may be short, but no less than two (2) Business Day) during Normal Business Hours unless such Audit is required by Regulator or Customer for reasons of suspected fraud or noncompliance with the agreed security, data privacy commitments and confidentiality requirements set out in this Agreement. No response from the Third-Party within seven (7) days after the date of such notice constitutes a tacit approval.
      2. Audits may be carried out more than once during any contractual year when audits are based on a legal or regulatory obligation, commissioned by a Regulator, or when any process is conducted to verify that the corrective measures or adjustments required as a result of a previous audit carried out by the auditor have been implemented.
       
   4. Report and follow-up
      1. A copy of the Audit report will be delivered to Third-Party when finalized. Should the Audit report identify a breach by Third-Party of its contractual obligations, Third-Party undertakes (i) to provide Customer with an action plan to cure the default(s) within five (5) Business Days following the date of receipt of the Audit report by Third-Party and (ii), to implement the corrective measures within ten (10) Business Days, excepted otherwise agreed, following Customer’s approval on the action plan proposed by Third-Party.
      2. If Customer determines that the required corrective measures have not been implemented by Third-Party within the aforementioned period, Customer may terminate this Agreement for breach of contract without any further notice or remedy period.
       
   5. Costs
      1. The Customer undertakes to pay for its internal costs related to the audit process. In the event that any such Audit reveals any irregularities or breaches from Third-Party, without prejudice to any other remedies available to Customer, Third-Party shall compensate Customer for the internal and external cost of such Audit and for any re-auditing.
    
6. ETHICS & COMPLIANCE
   1. Anti Bribery
      1. Third-Party acknowledges that Customer:
         • Is committed to abide by the applicable laws and regulations prohibiting corruption and influence peddling (together “corruption”); and
         • has implemented and will maintain within its organisation policies, including but not limited to its Group Compliance and Ethics Guide, that prohibit any such actions by its officers, employees, affiliates, agents, subcontractors and any other Third Parties acting on its behalf.
          
      2. Corruption can be defined as the act by which a person invested of a specific public or private function, solicits or accepts a gift, offers or promises to perform, delay or omit to perform an act that enters, directly or indirectly, within the scope of its functions.
      3. Influence peddling can be defined as the solicitation or to approve, at any time, directly or indirectly, offers, promises, donations, gifts or benefits of any kind, for himself or for others, to abuse or have abused his real or supposed influence in order to obtain distinctions, jobs, contracts or any favorable decision from a public authority or administration.
      4. Third-Party represents, warrants and covenants that, in connection with this Agreement:  
         • neither Third-Party, nor its officers, employees, affiliates, agents, Subcontractors, nor any other Third Party acting on its behalf, have committed or will commit any bribery of a Customer’s officer, employee, affiliate, agent Subcontractor, or any other Third Party acting on its behalf; and
         • Third-Party has implemented and will maintain adequate anti-bribery polices and controls in place to prevent and detect bribery throughout its organisation, whether committed by its officers, employees, affiliates, agents, subcontractors, or any other Third Party acting on its behalf.
          
      5. In particular, the Third-Party shall refrain from promising, offering, or granting to any person, directly or indirectly, any undue advantage so that such person performs or refrains from performing any act within the scope of its functions in the performance of this contract; or in order to make such person using its real or supposed influence over a Third Party in order to obtain any advantage.
      6. The Third-Party acknowledges that he did not offer any kind of undue advantage to Customer or to any Third Party to be awarded with the Agreement.
      7. To the extent permitted by the applicable Law, Third-Party shall notify Customer immediately upon becoming aware or upon becoming reasonably suspicious that an activity carried out in connection with this Agreement has contravened or may have contravened this Section Anti-Bribery or any anti-bribery law or regulation.
      8. Customer may at any time request evidence of Third-Party’s compliance with its obligations under this Section Ethics and Compliance. To the extent permitted by the applicable Law, the Customer may also at any time request from the Third-Party a list of all gifts and entertainment and any other benefits in excess of 50 Euros (unless another amount is indicated in the Transaction Agreement) cumulatively, offered or provided by or on behalf of the Third-Party to officers, employees, affiliates, agents, Subcontractors, or any other Third Party acting on its behalf in connection with this Agreement.
      9. If the Customer has reasons to believe that the Third-Party is not complying with the obligations contained in this Section Anti-Bribery, the Customer may suspend the performance of the contract until the Third-Party provides reasonable evidence that it has not committed or is not about to commit a breach. The Customer shall in no event be liable for any damage or loss caused to the Third-Party by the suspension of the Agreement.
      10. Breach of this Section Anti-Bribery by Third-Party shall be deemed a material breach of this Agreement. Customer may terminate this Agreement with immediate effect upon written notice as of right and without any judicial authorization if during the term of this Agreement the Third-Party:
          • fails to comply with this Section Anti-bribery;
          • fails to comply with any anti-bribery law or regulation even if not connected to this agreement; or
          • is convicted of an act of bribery.
           
      11. To the extent permitted by the applicable law, Third-Party shall notify Customer immediately upon becoming aware or upon becoming reasonably suspicious that an activity carried out in connection with this Agreement has contravened or may have contravened this Section Anti-Bribery or any anti-bribery law or regulation.
      12. Third-Party authorises the Customer to carry out audits at any time to ensure that the ThirdParty complies with its obligations under this Section. In this respect, the Third-Party undertakes to provide the Customer, or any external Third-Party designated by it with all the documents and data necessary for the preparation and performance of the audit and to give it access to any site of the Third-Party or its affiliated companies.
       
   2. Conflict of Interest
      1. Third-Party shall maintain a process for identifying and managing conflicts of interest to ensure that no explicit or potential conflict of interests jeopardize the provision of the Services to Customer. Third-Party shall notify Customer as soon as practicable if the performance of the Services, or any instructions or directions from Customer, pose a conflict of interest.
      2. The Third-Party undertakes to declare any potential conflict of interest with Customer.
      3. Without prejudice to the foregoing, Third-Party shall take such action as is necessary to ensure that any identified conflict of interest is either eliminated or managed to Customer’s satisfaction whilst ensuring that the provision of the Services is interrupted, and the Services continue to be met to the standards required by this Agreement. Notwithstanding the foregoing, the Parties acknowledge that Third-Party providing services to a Customer competitor or other Third Party shall not, of itself, create a conflict of interest.
       
   3. Whistleblowing
      1. In accordance with relevant local laws and regulations, the Customer has set up an internal alert system open to the Third-Party. The Third-Party may disclose or report:
         • a crime or offense, a serious and manifest violation of an international engagement duly ratified or approved by France, a serious and manifest breach of a unilateral act of an international organization taken on the basis of such an undertaking, a serious and manifest breach of law or regulation or a serious threat or harm to the general interest, under the condition that the facts disclosed concern AXA Mansard and that the natural person has disclosed or reported them disinterestedly and in good faith and is personally aware of the facts disclosed; and
         • the existence or realization of risks or serious abuse or damage of human rights and fundamental freedoms, health and safety of people of the environment, resulting from AXA Mansard’s business or that of suppliers or subcontractors with which AXA Mansard has an established business relationship, as long as the business of such subcontractors or suppliers is linked to their relationship with AXA Mansard.
          
      2. Reports must be sent by email to the following address: speak-up@axa.com.
       
   4. Ethics and Compliance Program
      1. AXA Mansard applies the highest standards in terms of ethics and integrity in the conduct of its activities and has notably established a Compliance and Ethics Code and an Anticorruption Code of Conduct that governs the conditions under which its employees must conduct their activities and their relationships with third parties. In this respect, AXA Mansard expects its Third-Partys to share the same highest standards.
      2. AXA Mansard’s Code of Ethics is available on its website at the following address:
         https://www.axa.com/en/newsroom/publications/compliance-ethics-guide
       
   5. Sanctions
      1. For purposes of this Agreement, a material breach shall have occurred with respect to either Party (with no grace period or notice requirement except as set forth in this Subsection) if such Party would operate from any countries or through any entity, directly or indirectly, subject to embargo, commercial, administrative, criminal, civil, financial and or economic sanctions in accordance with The Office of Foreign Assets Control (“OFAC”) of the US Department of the Treasury, recommendations of the French Ministry of the Economy, the European Commission and or the Guidelines of sanctions and restrictive measures of the Common Foreign and Security Policy (“CFSP”).
      2. If a Party is subject to such a material breach (“Defaulting Party”), this Agreement and any Transaction Agreement and all rights granted thereunder may be terminated by the other Party, effective upon delivery of written notice of such termination to the Defaulting Party. In the event of such termination, neither Party shall be relieved of any of its obligations incurred prior to such termination and each Party shall have any and all rights and remedies available to it at law or in equity.
    
7. LIMITED USE OF AXA MANSARD’S LOGO AND AXA MANSARD’S NAME
   1. Third-Party may not use (namely copy and display) AXA Mansard logo and/or “AXA” Mansard’s name without Customer prior express agreement.
    
8. CONFIDENTIALITY
   1. Definition of Confidential Information
      1. During the performance of this Agreement each Party (“Disclosing Party“) will provide the other Party (“Receiving Party“) with information and documents concerning its business operations (“Confidential Information“). Confidential Information shall include without limitation (i) Personal Data, Inside Information, (ii) all information marked as confidential, restricted, or proprietary by either Party; (iii) any other information that is treated as confidential by the Disclosing Party and would reasonably be understood to be confidential, whether or not so marked or disclosed orally.
      2. Confidential Information shall not include information that (i) is already known by the Receiving Party at the time it is obtained by said Party, free from any obligation to keep such information confidential; (ii) is, or becomes, publicly known through no wrongful act of the Receiving Party; (iii) is rightfully received by the Receiving Party from a Third Party without restriction and without breach of this Agreement; (iv) information equivalent to that described above as Confidential Information that is independently developed by a Party without using any Confidential Information of another Party; and (v) is independently developed by the Receiving Party.
       
   2. Use and Protection of Confidential Information
      1. During the Term and for a period of five (5) years from the date of its expiration or termination (including all extensions thereto), each Party agrees to maintain in strict confidence all Confidential Information of the other Party. Without limiting the generality of the foregoing, the time limit provided above does not apply to Inside Information and Personal Data. No Party shall, without obtaining the prior written consent of the Disclosing Party, use the Disclosing Party’s Confidential Information for any purpose other than for the performance of its duties and obligations under this Agreement and for provision of other services to the Disclosing Party. Such restrictions on disclosure and/or use of Confidential Information shall survive after the termination, expiration or non-renewal of this Agreement for as long as such Confidential Information remains a trade secret.
      2. Licensor acknowledges that Licensee has a responsibility to its customers to keep their records strictly confidential and agrees that any customer records they or their agents, employees or subcontractors receive will therefore be treated as Licensee Confidential Information. Licensor’s obligations to keep such customer records strictly confidential shall not terminate when its obligations regarding all other Confidential Information terminate but shall continue for so long as Licensee may be required by law to keep such customer records confidential.
      3. Each Party may produce extracts and summaries of the other Party’s Confidential Information consistent with such Party’s permitted use of Confidential Information. Each Party shall use and shall take reasonable steps to arrange for other persons authorised to receive the other Party’s Confidential Information to use, at least the same degree of care to protect the other Party’s Confidential Information as it uses to protect its own Confidential Information
       
   3. Disclosure of Confidential Information to Employees and Others
      1. Notwithstanding Section “Use and Protection of Confidential Information”, the Receiving Party may disclose Confidential Information to:
         • its employees and the employees of its Affiliates on a need-to-know basis, provided that the Receiving Party has taken reasonable steps to ensure that such Confidential Information is kept strictly confidential consistent with the confidentiality obligations imposed hereunder;
         • legal counsel;
         • employees, agents and representatives of the Disclosing Party authorised to receive such Confidential Information; and
         • subject to the prior written consent of the Disclosing Party (which consent shall not be unreasonably withheld), other persons (including contractors, consultants) in need of access to such information for purposes specifically related to a Receiving Party’s exercise of its rights or performance of its responsibilities under this Agreement, provided that the Disclosing Party shall require the execution by the other person of a non-disclosure agreement substantially similar to the confidentiality obligations contained in this Agreement.
       
   4. Return or Destruction of Confidential Information
      1. The Parties agree that upon the expiration or termination of this Agreement and/or a Transaction Agreement, as applicable, and at any other time upon the written request of a Disclosing Party, the Receiving Party shall, within thirty (30) days, return any Confidential Information of such Disclosing Party to the Disclosing Party, or, with the Disclosing Party’s written consent, shall promptly destroy any Confidential Information of such Disclosing Party and shall further provide the Disclosing Party with written certification of the same.
      2. Notwithstanding the foregoing: (a) Licensor may retain one (1) copy of documentation and data, excluding Licensee Data or Personal Data, for archival purposes or warranty support to the extent required by Applicable Laws and Regulations. Such archived data shall comply with this Section Confidentiality; and (b) Licensee may retain copies of Licensor Confidential Information to the extent required by Applicable Laws and Regulations, to the extent otherwise permitted under this Agreement and for legal archival purposes.
       
   5. Required Disclosure
      1. The confidentiality obligations imposed by this Section Confidentiality do not apply where any Confidential Information must be disclosed pursuant to a court order or as required by any regulatory agency or other government body of the relevant jurisdiction. The Receiving Party ordered to disclose the Disclosing Party’s Confidential Information shall notify the Disclosing Party immediately upon receipt of such order to disclose and use its best efforts to resist, or to assist the Disclosing Party in resisting such disclosure and, if such disclosure must be made, to obtain a protective order or comparable assurance that the Confidential Information disclosed shall be held in confidence and not be further disclosed absent the Disclosing Party’s prior written consent. This Section is not intended to limit either Party’s ability to satisfy any governmentally required disclosure of its relationship with the other Party, or Licensee’s ability to satisfy any requests or demands generated in the course of audits of Licensee.
       
   6. Notification, Mitigation and Remedies
      1. If the Receiving Party becomes aware of any loss, destruction, unauthorized use or disclosure of the Confidential Information of the Disclosing Party, the Receiving Party shall promptly and fully notify the Disclosing Party of all facts known to it concerning such Loss, destruction, unauthorised use or disclosure and take all reasonable steps to mitigate any potential harm or further disclosure, loss or destruction of such Confidential Information.
      2. Licensee and Licensor acknowledge that any disclosure or misappropriation of Confidential Information in violation of this Agreement could cause irreparable harm, the amount of which may be extremely difficult to determine, thus potentially making any remedy at law or in damages inadequate. Each Party, therefore, agrees that the other Party shall have the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened breach of this Section Confidentiality and for any other relief as such other Party deems appropriate. This right shall be in addition to any other remedy available in law or equity.
    
9. DISPUTE CLAUSE
   1. Dispute Resolution
      1. The Parties agree that they shall first attempt to resolve any dispute arising from this Agreement in accordance with this Section Dispute Resolution before initiating litigation or other dispute resolution procedures or terminating this Agreement for breach.
      2. Either Party must notify the other Party in writing of the nature of the dispute with as much details as possible. The applicable Third-Party Contact or Project Manager if any, and Customer Contact or Project Manager, if any, shall meet as often as shall reasonably be required to review the performance of the Parties under the Agreement and to resolve any disputes. If these representatives are unable to resolve a dispute within ten (10) days after the initial request for a meeting, then face-to-face negotiations shall be conducted by senior executive officers of each Party.
      3. If the Parties’ senior executive officers are unable to resolve the dispute within ten (10) days after the representatives have commenced negotiations, or twenty (20) days have passed since the initial request for negotiations at this level, then the Parties may agree in writing, but shall not be obliged to, submit the dispute to non-binding mediation.
      4. Except where clearly prevented by the area in dispute, both Parties shall continue performing their obligations under this Agreement while the dispute is being resolved and until this Agreement is terminated as provided herein.
    
10. SLA AND SERVICE CREDITS
    1. Service Levels, Delays And Remedies
       1. Service Levels
       2. Third-Party will perform the Services, under an obligation of result in a manner that meets or exceeds the Service Levels defined in the Agreement.
       3. In the event of any Performance Failure, Third-Party shall, without prejudice to any other remedies available to Customer: (i) promptly investigate and notify Customer of its cause; (ii) correct said failure and prevent it from recurring; and (iii) provide all information regarding the status of the remedial efforts and reasonable evidence, as requested by Customer.
     
11. MONITORING AND REPORTING
    1. Third-Party will continually monitor performance of the Services against all Service Levels and will maintain adequate technical and organisational procedures and auditable tools to enable appropriate and accurate monitoring and reporting.
    2. At any time upon Customer’s written request, and in any event as part of the report provided pursuant to Section Reports, Third-Party will provide a written report to Customer detailing (in respect of the previous month or such other period requested by Customer): (i) the performance of the Services against the applicable Service Levels; (ii) the occurrence of any Performance Failure, and the circumstances surrounding the same, its cause, impact on any other Services or any Third Party services, and the steps taken to remediate it; and (iii) any Service Credits becoming payable.
    3. Third-Party acknowledges that Customer is entitled to monitor and evaluate the Services, on an ongoing basis, through the governance and reporting provisions of this Agreement. Third-Party will provide such other assistance or information reasonably requested by Customer to enable Customer to effectively monitor and evaluate the Services.
     
12. ALTERNATIVE SERVICES
    1. If, during the Term:
       • Third-Party fails to provide the Services, or the standard of the Services materially deteriorates; and
       • it is likely that such failure or material deterioration in the Services is reasonably likely to last for three (3) or more days,
       then Customer shall have the right in its sole discretion to using the HCP to another Facility and the HCP shall support the HMO in effecting such transfer.
     
13. CHARGES AND PAYMENTS
    1. Rates and Charges
       1. Customer shall pay the Rates and Charges set forth in the Agreement and the Schedule Charges and Payments if applicable. The Rates and Charges shall not increase automatically as a result of a change in the circumstances, and no index shall be applicable to the Rates and Charges.
        
    2. Payment
       1. All Fees payable to Third-Party under this Agreement shall be detailed, categorized and clearly stated on an invoice..
        
    3. Liability
       1. Third-Party’s and Customer’s total aggregate liability to each other per contractual year shall be limited to the higher of:  
          • three (3) times the total rates and charges paid or payable under this Agreement; or b. twenty (20) million euros.
          the “Liability Cap”.
          The following shall not be taken into account for the purposes of ascertaining the Liability Cap:
          • amounts expended by or for Third-Party to remedy non-conforming Services;
          • Service Credits or any other amounts deducted or to be deducted from the Rate and Charges; or
          • any amounts withheld by Customer in accordance with this Agreement, whether in relation to a disputed invoice or in relation to non-conforming Services.
           
       2. Neither Party will be liable to the other Party for any indirect loss arising out of, or in connection with this agreement. Notwithstanding the above, nothing in this agreement shall exclude or limit:
          • either Party’s liability for loss of or damage to tangible real or tangible personal property (including damage to their property) or to the environment caused by either Party’s (or its agent’s or sub contractor’s) negligence;
          • Third-Party’s liability to Customer arising out of a breach of sections Regulatory Requirements and Compliance with Law, Confidentiality, Intellectual Property Rights, Security and Data Privacy Schedule;
          • liability for loss of, corruption to, alteration and/or restoration of Customer Data;
          • either Party’s liability that cannot, as a matter of law, be limited or excluded.
     
14. TERMINATION FOR BREACH
    1. Termination for breach
    1. Each Party shall have the right to terminate this Agreement, or any portion thereof, with immediate effect upon giving the other Party written notice if such breaching Party commits a material breach of any term, condition or obligation of this Agreement and has failed to remedy that breach (if capable of being remedied) within thirty (30) days of written notice being given by the non-breaching Party.
    2. Customer shall have the right to terminate this Agreement, or any portion thereof, with immediate effect upon giving Third-Party written notice if:
       • Customer is required by applicable Law or by the recommendation or direction of a Regulator to terminate this Agreement or to cease to receive or procure the Services from Third-Party; or
       • where permitted by Applicable Laws and Regulations, Third-Party suffers an Insolvency Event.
     
15. SUBCONTRACTING
    1. Subcontracting
       1. Third-Party will not subcontract the performance of any portion of the Services without the prior written consent of Customer.
       2. Customer consents to Third-Party appointing the Approved Subcontractors listed in Schedule “Approved Subcontractor”.
       3. Any request by Third-Party to appoint a Subcontractor or to materially change an existing subcontracting arrangement shall be submitted in writing to Customer in advance of the proposed appointment or change, together with full details of the proposed appointment or change. Such request shall be subject to the acceptance of the Customer.
       4. To the extent that Third-Party engages any Subcontractors to perform any aspect of this Agreement, Third-Party shall:
          • prior to appointing any Subcontractor (in addition to obtaining Customer’s written consent), carry out through due diligence in respect of the Subcontractor;
          • remain fully responsible for performance of this Agreement, including any obligations performed by its Subcontractors and any acts and omissions of its Subcontractors;
          • ensure compliance by the Subcontractor of all Applicable Laws and Regulations and the terms of this Agreement; and
          • effectively oversee and monitor its Subcontractors to ensure that any subcontracted Services are being performed in accordance with this Agreement.
     
16. GOVERNING LAW AND JURISDICTION
    1. Governing Laws and Jurisdiction
       1. Governing Law This agreement shall be governed by and construed in accordance with Nigerian law excluding any national, european or international conflict of laws rule or principle.
          
          In the event of other legislation mandatorily applying to part of this agreement, where required for interpretation purposes, any reference made to a specific NIgerian law provision shall be construed in accordance with its closest equivalent under the applicable law.
     
17. JURISDICTION
    1. The Nigerian Courts  shall have exclusive jurisdiction to decide all disputes relating to this Agreement, notwithstanding any plurality of defendants or claims for guarantee, even for emergency attachment proceedings interim or ex-parte proceedings.
     
18. ASSIGNMENT AND CHANGE IN CONTROL
    1. Assignment and Transfer of the Agreement
       1. This Agreement is concluded intuitu personae, by express consideration of Third-Party and forms an essential element of this Agreement without which Customer would not have entered into.
       2. Assignment
          1. Neither Party may assign its rights and obligations under this Agreement to a Third Party without the other Party’s prior written consent.
          2. Customer may at any time assign any or all of its rights and obligations under this Agreement to AXA Mansard upon giving written notice to Third-Party.
          3. Customer will not unreasonably withhold its consent to a proposed assignment of this Agreement by Third-Party to an entity one hundred percent (100%) owning, owned by or under common ownership with Third-Party, or to a company newly formed as part of a merger involving Third-Party, provided that:
             • Customer is given the opportunity to conduct appropriate due diligence on the proposed assignee entity and is satisfied that the assignment will not have an adverse impact on the Services or expose Customer to reputational, operational, financial or regulatory risks; and
             • the proposed assignee’s performance of its obligations is guaranteed by ThirdParty.
        
    2. Change in Control
       At any time within twelve (12) months after the last occurrence of the following event, Customer may, upon giving Third-Party prior written notice, as of right without judicial formalities terminate this Agreement without penalty and without payment of any termination fees if:
       • an entity (not under the Control of Third-Party), directly or indirectly, in a single transaction or series of related transactions, acquires Control of Third-Party or its parent company or all or substantially all of the assets of Third-Party; or
       • Third-Party is merged with or into an entity (not under the Control of Third-Party) to form a new entity.