1. Both Parties represent and warrant to the other that each party, the persons under its control, its Service Providers 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:
   • 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 regard staff recruitment or management;
   • embargoes, arms, and drug trafficking and terrorism (including financing);
   • trade and customs requirements;
   • the health and safety of employees and third parties;
   • employment, immigration and the ban on using undeclared workers; and
   • environmental protection
2. Service Provider 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, Service Providers, employees, shareholders, investors and community groups). Such principles and values are outlined in the following international standards which are reflected in Customer’s corporate responsibility policies:
   • the United Nations Universal Declaration of Human Rights;
   • core standards of the International Labour Organization,
   • the Guiding Principles for the implementation of the United Nations “Protect, Respect, Remedy” Framework (“Ruggie Principles”),
   • the UN Global Compact,
   • the UN Principles for Sustainable Insurance,
   • the UN Principles for Responsible Investment,

    

3. the Task Force on Climate-related Financial Disclosures (TFCD),
4. the Global Deal (OECD),
5. the United Nations-convened Net-Zero Asset Owner Alliance.

1. the United Nations Universal Declaration of Human Rights,
2. the core standards of the International Labour Organization,
   (the “Core International Standards”).

If the Service Provider wants to appoint Subcontractors in order to perform the Services in relation with AXA Mansard’s Personal Information, the Service Provider 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 Service Provider represents, warrants, and covenants that the Service Provider 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 Service Provider.

The Service Provider 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 Service Provider is permitted or required to destroy hereunder in a safe and secure manner.

The Service Provider 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 Service Provider’s Information Security Program must incorporate administrative, technical, and physical safeguards: (i) to ensure the confidentiality of Personal Information in the Service Provider’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 Service Provider’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 Service Provider is permitted or required to destroy hereunder in a safe and secure manner.


The Service Provider shall regularly audit and review the Service Provider’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 Service Provider shall promptly notify AXA Mansard of any material changes to the Service Provider’s Information Security Program and will promptly answer inquiries from AXA Mansard about the Service Provider’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 Service Provider’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.

1. Throughout the Term, the Service Provider 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 Service Provider’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. Service Provider acknowledges being subject to an obligation of result regarding the continuity of the Services provided in accordance with this Agreement. In the event where Service Provider 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, Service Provider 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 Service Provider and the provision of associated necessary documentation and evidence. The Service Provider 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 Service Provider’s Operational Resilience Program, any failure to test and appropriately maintain Service Provider’s Operational Resilience Program, or any failure to meet the Operational Resilience Objectives specified in the present Section, will constitute a material breach by Service Provider giving Customer the right to terminate this Agreement under Section Term and Termination.
6. If Service Provider 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 Service Provider’s Operational Resilience Program, Service Provider 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.

1. Pre-existing Materials
   1. Each of the Parties shall remain the exclusive owner of the Intellectual Property Rights on all information and materials, including computer software, that a Party has developed or acquired prior to or independently of this Agreement (the ” Pre-existing Materials”).
   2. Should any Service Provider’s Pre-existing Materials be incorporated or provided in the Services, Service Provider hereby grants to Customer and AXA Mansard a non-exclusive, irrevocable, fully paid up and royalty-free license to use, reproduce, represent and translate the Service Provider’s Pre-existing Materials in connection with Customer’s and AXA Mansard’s use of the Services in accordance with this Agreement.
   3. During the Term, the Service Provider may use any Customer‘s Pre-existing Materials which are specifically provided or made available to the Service Provider in connection with the Services for the sole and limited purpose of performing the Services in accordance with this Agreement.
2. Deliverable
   1. If the Customer requires the performance of Deliverables in the frame of the Services, the Parties hereby agree that all Deliverables and all Intellectual Property Rights therein and all derivative works created therefrom shall be assigned by Service Provider to Customer as soon as they are created on an exclusive basis. Pursuant to this assignment, Service Provider hereby assigns to Customer the exclusive right to reproduce, represent, adapt, modify, correct, arrange, create derivative works, distribute, translate, integrate, transcribe, analyse, publicly perform, use, in any manner or form, by any means according to any current or future technology, on any media, for any purpose or destination, for any territory, and to authorise others to do the same, each for the duration of the legal protection applicable to such Deliverables.
   2. Service Provider shall deliver to Customer a copy of the source code of any software component of any Deliverable together with all related technical documentation required for the understanding and maintenance of such software. Such source code shall be supplied to Customer upon delivery of the relevant Deliverable and thereafter from time to time when the software is modified or updated.
   3. Service Provider warrants that no Open-Source Materials in whole or in part is used in the development or provision of any part of the Services or Deliverables.
3. Infringement warranty
   1. Service Provider warrants that it has obtained any necessary authority, permission or licence from any Third Party holding any Intellectual Property Rights in respect of any Service, Deliverable and/or Service Provider’s Pre-existing Materials used by Service Provider to provide the Services to Customer. If necessary, Service Provider shall provide Customer adequate license rights to this extent.
   2. Service Provider shall indemnify, keep indemnified and defend the Customer and AXA Mansard from and against, and shall pay, any and all Losses sustained or incurred by the Customer, based upon, relating to or arising from, any and all Third Party claims, actions, suits, proceedings or investigations in connection with or pertaining to allegations that the Services and/or Customer receipt, use or possession of the Services constitute an act of unfair competition or illegal parasitism, or otherwise a misappropriation, infringement and/or violation of any Intellectual Property Right of any Third Party (the “IPR Claim”).
   3. Each Party shall notify the other in writing as soon as they are aware that an IPR Claim is made.
   4. If an IPR Claim is made against Customer, Customer shall allow Service Provider to conduct all negotiations and proceedings and give Service Provider reasonable assistance, each at Service Provider’s cost, regarding IPR Claim.
   5. Service Provider will conduct and defend any IPR Claim (i) diligently using competent legal counsel, (ii) in such a way as not to bring the reputation or good name of Customer into disrepute, and (iii) keeping Customer informed at all times of developments in the litigation and/or negotiations. In particular, Service Provider shall not be entitled to settle or compromise any IPR.
   6. Claim without Customer’s prior written consent (not to be unreasonably withheld, conditioned, or delayed).
   7. If any Services become, or in the reasonable opinion of Customer or Service Provider are likely to become, the subject of an IPR Claim, Service Provider shall, promptly at Service Provider’s sole cost and expense and in such a manner as to minimise the disturbance to Customer’s business activities and rights under this Agreement, do one of the following:
      • obtain for Customer the right to continue receiving and using such Services free of claims of infringement, misappropriation and/or violation;
      • modify the Services so that they no longer infringe, misappropriate and/or violate any right (provided that such modification does not degrade the performance or quality of the Services or adversely affect Customer’s use of the Services); or
      • replace the Services with non-infringing, non-misappropriating and non-violating Services of equivalent functionality that is acceptable to Customer.
   8. If these options are not reasonably available, Customer may terminate the Agreement upon written notice to the Service Provider and Service Provider will reimburse Customer of the fees paid for the related Services.
   9. Remedies set forth in this Section Intellectual Property Rights are without prejudice to Customer’s right to additional damages or any other available remedy under the Applicable Laws and Regulations or this Agreement. This Section Intellectual Property Rights will survive after the termination of this Agreement whatever the cause.

1. Record Keeping
   1. Service Provider 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 Service Provider 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 Service Provider’s reasonable security requirements, the Service Provider expressly authorizes the Auditor to carry out an audit of the Services, including of its own sub-contractors, to verify that the Service Provider’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 Service Provider’s books, records, and other documents to assess Service Provider’s books, records and other documents to assess Service Provider’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 Service Provider Personnel assigned to the Services;
      5. compliance with Service Provider’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. Service Provider 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 Service Provider 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 Service Provider when finalized. Should the Audit report identify a breach by Service Provider of its contractual obligations, Service Provider 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 Service Provider 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 Service Provider.
   2. If Customer determines that the required corrective measures have not been implemented by Service Provider 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 Service Provider, without prejudice to any other remedies available to Customer, Service Provider shall compensate Customer for the internal and external cost of such Audit and for any re-auditing.

1. Anti Bribery
   1. Service Provider 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. Service Provider represents, warrants and covenants that, in connection with this Agreement:
      • neither Service Provider, 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
      • Service Provider 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 Service Provider 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 Service Provider 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, Service Provider 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 Service Provider’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 Service Provider 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 Service Provider 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 Service Provider is not complying with the obligations contained in this Section Anti-Bribery, the Customer may suspend the performance of the contract until the Service Provider 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 Service Provider by the suspension of the Agreement.
   10. Breach of this Section Anti-Bribery by Service Provider 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 Service Provider:
       • 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, Service Provider 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. Service Provider authorises the Customer to carry out audits at any time to ensure that the Service Provider complies with its obligations under this Section. In this respect, the Service Provider undertakes to provide the Customer, or any external Service Provider 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 Service Provider or its affiliated companies.
2. Conflict of Interest
   1. Service Provider 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. Service Provider 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 Service Provider undertakes to declare any potential conflict of interest with Customer.
   3. Without prejudice to the foregoing, Service Provider 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 Service Provider 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 Service Provider. The Service Provider 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 Anti-corruption 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 Service Providers 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.

1. When Customer is an investment services provider and/or an asset management company the following provisions apply:
   • Anti-Fraud. Service Provider acknowledges that Customer has adopted the AXA Group Fraud Control Policy and procedures to report fraud or other misconduct, as indicated on Customer’s website (see: https://www.axa-im.com/protect-yourself-fraud) and agrees to inform Customer if he has knowledge of any fraudulent activity during the course of the execution of this Agreement and any Transaction Agreement. In addition, Service Provider commits to collaborate in good faith with any reasonable requests received from Customer related to investigations on potentially fraudulent activity.
   • Record of Personal Transactions. Service Provider acknowledges that Customer is an asset management company regulated in particular by insider dealing and conflict of interest regulations. In this respect, in the event Service Provider is likely, as part of the execution of the Agreement, to have access to confidential information that could be qualified as inside information relating to the financial instruments of Customer or other issuers, Service Provider agrees:
     • to inform Service Provider employees or Subcontractors of the applicable regulation; and
     • to request any relevant person involved in the execution of the Services, should this person have access to inside information, to maintain a record of its personal transactions in order for Service Provider to provide Customer with such information promptly upon request

1. Service Provider may not use (namely copy and display) AXA Mansard logo and/or “AXA” Mansard’s name without Customer prior express agreement.

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. aParties 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 on 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.

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 any 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 Service Provider 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.
   5. All disputes concerning this Agreement and the obligations assumed by the Parties which cannot be resolved by non-binding negotiation or mediation shall be resolved by arbitration in Lagos, Nigeria, in accordance with the Arbitration and Conciliation Act, Cap A18, LFN, 2004, or any re-enactment or amendment of the same for the time being in force by a single arbitrator appointed jointly by the Parties. Provided that where the Parties are unable to agree on the choice of a single arbitrator then the appointment shall be made by the Chairman of the Chartered Institute of Arbitrators (UK) Nigeria Branch.

1. SERVICE LEVELS, DELAYS AND REMEDIES
   1. Service Levels
      1. Service Provider will perform the Services, under an obligation of result in a manner that meets or exceeds the Service Levels defined in the Agreement.
      2. In the event of any Performance Failure, Service Provider 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.
      3. If the Service Levels are not met, without prejudice to any other remedies available to Customer, and without diminishing or limiting the Service Provider’s liability for such breach, Service Provider shall pay or credit to Customer the applicable Service Credits in accordance with the Agreement.
      4. Any Service Credits or other sum due by Service Provider to Customer as a result of not meeting the Service Levels shall constitute an advance on the indemnification due to Customer by Service Provider for the prejudice suffered by Customer. In no event shall any such advance due and paid in respect of this Agreement be construed by the Parties as a discharge (total or partial) of any Service Provider’s liability for non-performance under this Agreement.
      5. Unless specified otherwise in the Agreement, if the Service Credits exceed […] % of the total value of the Transaction Agreement, the Customer may, without prior notice period, terminate the Transaction Agreement by means of written Notice, without prejudice to any damages which may be awarded.
2. Monitoring and reporting
   1. Service Provider 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, Service Provider 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. Service Provider acknowledges that Customer is entitled to monitor and evaluate the Services, on an ongoing basis, through the governance and reporting provisions of this Agreement. Service Provider will provide such other assistance or information reasonably requested by Customer to enable Customer to effectively monitor and evaluate the Services.

1. If, during the Term:
   • Service Provider 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 subscribe, at Service Provider’s expense, for alternative services provided by a Third Party (“Alternative Services”).
2. Service Provider shall pay or credit Customer the difference between the Rates and Charges for the Service suffering the Performance Failure and all documented costs incurred by Customer for the Alternative Service. Service Provider shall not charge Customer to connect, commence or terminate any Alternative Service obtained under this Section.
3. In procuring an Alternative Service pursuant to this Section, Customer shall (i) use reasonable endeavours to procure the least costly service that reasonably meets its needs, (ii) shall subscribe to such Alternative Service for the minimum commercially available period and (iii) shall return to using the newly implemented, repaired or restored Service as soon as possible after the end of such period.
4. Service Provider shall not be liable for Service Credits for a Performance Failure in connection with a Service for which Customer obtains an Alternative Service under this Section after it begins using such Alternative Service.

1. Termination for Convenience
   1. At any time during the Term, Customer may elect to terminate this Agreement for convenience (in whole or in part), upon giving a prior notice equal to one month per contractual year from the Effective Date and in any case not less than three (3) months to Service Provider. In such case, Customer shall pay Service Provider:
      • the Rates and Charges due for the Services adequately performed before the effective date of termination (calculated on a pro rata basis); and
   2. With respect to any such termination: (i) Customer shall in no event be required to pay any other fees, costs or expenses to Service Provider with respect to any such termination; and (ii) Customer shall have no further liabilities or obligations to Service Provider under the relevant Transaction Agreement.

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. The Rates and Charges include the remuneration for the Intellectual Property Rights assigned or granted to Customer.
   2. Payment of the Rates and Charges is conditional upon Acceptance of the Service.
2. Payment
   1. All Fees payable to Service Provider under this Agreement shall be detailed, categorized and clearly stated on an invoice or as contained in the clause for Professional Fees.
3. Disputed Invoices
   1. Billing disputes shall be raised by either Party as a bona fide dispute in writing within twelve (12) months of Service Provider’s delivery of an invoice, or otherwise, if not raised as a bona fide dispute in writing, deemed as validated and accepted by both Parties. Service Provider shall not deny or restrict Services during the pendency of a dispute because of such pendency.
   2. Pending settlement or resolution of the dispute, Customer’s non-payment of such disputed items shall not per se constitute default by Customer and shall not entitle Service Provider to suspend, delay or cease the performance or provision of the Services.
   3. Service Provider shall promptly credit to Customer any payment made to which Service Provider is not entitled hereunder and shall refund to Customer any such payment for which there are not sufficient charges against which to credit the overpayment.
4. Taxes
   1. The Fees and other amounts payable pursuant to this Agreement are exclusive of, and Customer shall pay, all applicable taxes including VAT, national governmental, state, local, municipal or other sales, use, transfer, excise, property and other taxes and duties imposed with respect to the delivery of the Services or any Deliverable and their supplying to Customer, except for taxes based on Service Provider’s net income. Customer shall obtain and provide to Service Provider any certificate of exemption or similar document required to exempt any transaction under this Agreement from sales tax, added value tax, use tax or other tax liability as applicable. Internal
5. Liability
   1. Service Provider’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 (the liability cap).
   2. The following shall not be taken into account for the purposes of ascertaining the Liability Cap:
      • amounts expended by or for Service Provider 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.
   3. Neither Party will be liable to the other Party for any indirect loss arising out of, or in connection with this agreement.
   4. 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;
      • Service Provider’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.

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 Service Provider 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 Service Provider; or
      • where permitted by Applicable Laws and Regulations, Service Provider suffers an Insolvency Event.

    

   3. Upon termination either for convenience of for breach of this Agreement, each Party shall:
      • cease to present itself as being associated with the other Party;
      • remove from display or access, and destroy or return to the other Party at its own cost, all materials and any other promotional material which refers to the other party or which contains the other Party’s name or logo; and
      • remove from its website any links, contracts or other forms which relate to or mention the other Party, or which have been created by the other Party.
      • Perform any other relevant act(s) necessary upon termination of this agreement.

       

   4. This Agreement shall remain in full force and effect during the period between the date of notice of termination is given and the effective date of such termination. The termination of this Agreement howsoever caused shall however be without prejudice to rights or liabilities that may have accrued prior to such termination.
   5. Neither Party shall be liable to the other for any indirect or consequential loss or damage arising from the termination of this Agreement.

1. SUBCONTRACTING
   1. Service Provider will not subcontract the performance of any portion of the Services without the prior written consent of Customer.
   2. Customer consents to Service Provider appointing the Approved Subcontractors listed in Schedule “Approved Subcontractor”.
   3. Any request by Service Provider 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 Service Provider engages any Subcontractors to perform any aspect of this Agreement, Service Provider 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.

1. GOVERNING LAW AND JURISDICTION
   1. Governing Law
      This agreement shall be governed by and construed in accordance with laws of the Federal Republic of Nigeria.

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.

1. ASSIGNMENT AND CHANGE IN CONTROL
   1. This Agreement is concluded in consideration of the Parties involved only and shall not be assigned unless by express consideration and approval of both Parties.
   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 Service Provider.
      3. Customer will not unreasonably withhold its consent to a proposed assignment of this Agreement by Service Provider to an entity one hundred percent (100%) owning, owned by or under common ownership with Service Provider, or to a company newly formed as part of a merger involving Service Provider, 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 Service Provider.
2. Change in Control
   At any time within twelve (12) months after the last occurrence of the following event, Customer may, upon giving Service Provider prior written notice, as of right without judicial formalities terminate this Agreement without penalty and without payment of any termination fees if:
   (a) an entity (not under the Control of Service Provider), directly or indirectly, in a single transaction or series of related transactions, acquires Control of Service Provider or its parent company or all or substantially all of the assets of Service Provider; or
   (b) Service Provider is merged with or into an entity (not under the Control of Service Provider) to form a new entity.