1.

The Supplier shall provide the Services, and deliver the Deliverables to buying
company in accordance with Schedule 1, and shall allocate sufficient resources
to the Services to enable it to comply with this obligation.
2. The Supplier shall meet, and time is of the essence as to, any performance
dates specified in Schedule 1. If the Supplier fails to do so, buying company
may (without prejudice to any other rights it may have):
1. terminate this Agreement in whole or in part without liability to the
Supplier;
2. refuse to accept any subsequent performance of the Services
which the Supplier attempts to make[@posdat@][@posdat@];
3. purchase substitute services from elsewhere;
4. hold the Supplier accountable for any loss, damage and/or
additional costs incurred; and
5. have all sums previously paid by buying company to the Supplier
under this Agreement refunded by the Supplier.
3. The Supplier shall:
1. co-operate with buying company in all matters relating to the
Services;
2. ensure that the Services are performed with reasonable skill, care
and diligence and in any event to at least best industry practice.
3. before the date on which the Services are to start, obtain, and at all
times maintain, all necessary licenses, consents and authorizations;
4. comply with all applicable and relevant laws (including any
international sanction), statutes, regulations and codes in relation to the
Services and any of its obligations under this Agreement;
5. where Services are being provided at any of buying company's
premises, observe all health and safety rules and regulations (and notify buying
company as soon as it becomes aware of any health and safety hazards or
issues) and any other security requirements that apply at buying company's
premises. buying company reserves the right to refuse the Supplier's access to
its premises at any time, which shall in any event be limited to the extent
necessary for the performance of the Services;
6. ensure it has sufficient information about the Services and that it
has made all appropriate and necessary enquiries to enable it to perform its
obligations in accordance with this Agreement, including the provision of the
Services;
7. not be entitled to any additional payment nor excused from any
obligation or liability under this Agreement due to any misinterpretation or
misunderstanding of the Supplier of any fact or provision relating to the Services
or otherwise to this Agreement;
8. comply with all directions of buying company (and its authorized
representatives, as applicable) relating to the performance of its obligations
under this Agreement[.][; and]
9. [will employ and/or engage key personnel to perform the Services
and notify buying company in writing within five (5) calendar days of the date of
execution of this Agreement of the identity, qualifications, experience and any
other information required by buying company of such personnel. Any changes
to any key personnel at any time must be approved by buying company in
writing in advance of such change].
10. [provide, at no cost to buying company, as directed such
reasonable assistance and full cooperation to buying company and to any third
party nominated by buying company to migrate the Services to buying company
or a third party effectively and efficiently.]
4. The Supplier hereby acknowledges and agrees that it has no exclusivity in
relation to the matters which are the subject of this Agreement and that buying
company is entirely free to appoint any third party to perform duties similar to
and competing with the duties to be performed by the Supplier herein.