MOTT MACDONALD LIMITED (the “COMPANY”) CONTRACT FOR SERVICES

General:
Sub-Consultant Abella Nyonyi.
Project Name Education Program for Results (EPforR)
Project Number (to be quoted in all correspondence) 344055

Project Description:
Support to the Government of Tanzania to implement the DFID-, World Bank- and SIDA-funded Education Programme for
Results (EPforR).

The Scope of Services:

The Sub-consultant will fulfil the role of Administrative assistant. For full details please see attached Terms of Reference.
You will report to the Administration Manager/Deputy Programme Manager

Training Guidance:
The Sub-consultant is required to complete the following Company training prior to commencing the Services:
 Business Ethics: Getting It Right
 The Safe Way To Work

Tax Compliance:
The Sub-Consultant is required to provide evidence as confirmation of registration and payment of its taxes:
The Sub-Consultant shall pay all taxes, insurances, duties, fees and other impositions that be levied in conjunction with the
performance of the services under the law of the country in which the services are performed (“the Host Country”) and/or the
law of the country in which the fees are received. The Sub-Consultant shall comply with all labour laws applicable in the Host
Country. The Sub-Consultant shall indemnify the Company against any taxes, insurances, duties, fees and other impositions
for which the Company has to account in respect of fees paid for the services rendered. For the avoidance of doubt, if the laws
of the Host Country require the Company to withhold any sums of money from the fee for the Services in respect of local
taxation then the Company shall deduct and pay such sums on behalf of the Sub-Consultant.

Fees for the Services:

This contract is valid from 07th October 2019 to 18th October 2019 and is for up to a maximum of 9 (Nine) working days. Your
daily working fee rate is TZS 68,818.00 (sixty-eight thousand eight hundred eighteen), subject to 5% deductions withholding
tax. You will work a 5-days week, unless otherwise agreed by the deputy team leader. Fees for travel days may not be claimed.

Your invoice, accompanied by a detailed timesheet - to be signed off by the Administration Manager/Deputy Programme
Manager - should be submitted at the end of your input to Duncan Tossell (duncan.tossell@camb-ed.com) at Cambridge
Education, P.O Box 1587, Kikuyu East, Magorofa mengi Street, Dodoma. The Company undertakes to effect settlement (except
for sums which may be disputed) within 30 days of the approval of reports or other deliverables requested by the Deputy Team
Leader. Full bank account details must be included on your invoice.

Professional Indemnity Insurance to be maintained:

Please provide details of professional indemnity insurance and public liability insurance.
Mott MacDonald Group professional indemnity and public liability insurance may cover liability Cambridge Education Tanzania
Limited incurs as a result of the Sub-Consultant’s negligence. The Sub-Consultant will be responsible for their own life
assurance, travel, medical and accident insurance.
The Sub-Consultant shall maintain the insurance of its staff required under this clause foe the duration of the Service.

Work must be performed in accordance with our Ethics Policy, Health, Safety and Security Policy and Code of Business Conduct.
For the purposes of the Ethics Policy, “Employee” shall mean the Sub-consultant; and for the purposes of the Code of Business Conduct
“Employee” and “Staff” shall also mean the Sub-consultant.

The point of contact at the Company is Administration Manager/Deputy Programme Manager. If at any time it is not possible to carry
out the Services due to ill health or other incapacity, this contact must be notified.

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 MOTT MACDONALD LTD CONTRACT FOR SERVICES
TERMS AND CONDITIONS
DEFINITIONS
“Company” refers to Cambridge Education Tanzania Ltd, 11th Floor, Golden
Jubilee Towers, Ohio Street, PO Box 80512, Dar es Salaam, Tanzania, a
subsidiary of Mott MacDonald Ltd whose registered office is at Mott MacDonald
House, 8-10 Sydenham Road, Croydon, CR0 2EE.
“Contract Data” means the details set out at page 1 of this contract.
“Personal Data” refers to personal data
“Services” refer to the scope of activity set out in that part of the Contract Data
entitled “The Scope of Services”.
“Sub-Consultant” refers to the party named in the Contract Data.
“Termination Date” means the date of completion of the Sub-Consultant’s
Services.
2 SERVICES AND FEES
2.1 The Sub-Consultant undertakes to carry out the Services set out in the
Contract Data. This is to include all preparatory, on-site and post-site work and
all other ancillary services reasonably implied as forming part of the Services.
2.2 The fee for the Services is specified in the Contract Data. The Company will
pay undisputed fees on completion of the Services within 30 days of receipt of
a valid invoice and VAT invoice where registered for VAT, subject to the
constraints of the preferred payment method. A valid invoice must contain any
information, and be supported by any documentation, that is mentioned in the
Contract Data. Where the Services are for a duration exceeding three months
invoices may be submitted for instalments of the fees at monthly intervals in
arrears, or as specified in the Contract Data.
3 STANDARD OF SERVICE
The Sub-Consultant will exercise all the reasonable skill, care and diligence in
the performance of the Services expected of a competent and experienced
professional performing services similar in nature to the Services and will
complete the Services in a proper and timely manner and will not allow other
commitments to interfere with these obligations. The Company reserves the
right to reduce the fee if the Services have not been fully performed or the Sub-
Consultant has failed to meet reasonable deadlines set by the Company. The
Company shall be entitled to deduct from any amounts due to the Sub-
Consultant any sums which the Sub-Consultant owes to the Company.
4 TAX, INSURANCE AND LEGAL STATUS
4.1 For the duration of this contract the Sub-Consultant shall be an
independent Sub-Consultant and not an employee of the Company. The Sub-
consultant shall provide the tax certifications as outlined in the Contract Data
to the Company prior to commencing the Services and, in any event, within 10
days of signature of this contract.
4.2 The Sub-Consultant shall:
(a) be responsible for any Tanzanian personal, corporate taxation or other
taxation arrangements as required by law which may become due in respect of
the fees and disbursements payable under this contract and shall indemnify
the Company against any tax or national insurance payments for which the
Company has to account in respect of fees paid for the Services rendered.
(b) pay all taxes, insurances, duties, fees and other impositions that may be
levied in conjunction with the performance of the Services under the law of the
country in which the Services are performed and/or the law of the country in
which the fees are received (“the Host Country”) and shall indemnify the
Company against any tax or other payments for which the Company has to
account in respect of fees paid for the Services rendered. If the laws of the Host
Country require the Company to withhold any sums of money from the fee for
the Services in respect of local taxation then the Company shall deduct and
pay such taxes on behalf of the Sub-Consultant.
4.3 The Sub-Consultant warrants that it complies with all applicable tax laws of
Tanzania.
4.4 The Sub-Consultant shall be responsible for discharging any insurance, tax
and VAT liability arising from this contract and fees payable under it. The Sub-
Consultant will be responsible for its own life assurance and accident
insurance. The Sub-Consultant shall maintain its own professional indemnity
insurance and public liability insurance (if specified in the Contract Data) and
employer’s liability insurance (if applicable as required by law) in respect of the
Services provided under this contract. The Sub-Consultant shall provide a
copy of all current insurance certificates to the Company if so requested.
4.5 The Sub-Consultant will be free to perform services for other persons where
this does not prevent or interfere with the performance of the Services to the
Company. The Sub-Consultant warrants to the Company that it will not be in
breach of any existing or former terms of engagement or other obligations by
reason of entering into this contract.
4.6 The Sub-Consultant shall not use its connection with the Company or any
materials it is provided with (including those downloaded) for any activity not
explicitly authorised by the Company and such materials remain the property
of the Company. The Sub-Consultant shall not use the Company’s name,
image, logos or trademarks in any way to promote itself, those connected to it
or third parties.
5 INDEMNITY
The Sub-Consultant hereby indemnifies and keeps indemnified the Company
against any loss, claims and liabilities incurred by the Company arising out of
the performance of this contract by the Sub-Consultant. Such indemnification
shall include, but not be limited to, indemnification against any claims made
against the Company by any tax, revenue, customs authority or third party for
non-compliance by the Sub-Consultant with local tax laws and practices and
payment of taxes including any penalties, fines or interest payable by the Sub-
Consultant. Should the Company be assessed and be required to pay any
amount including penalties, fines and interest due to non-compliance or
payment by the Sub-Consultant, the Sub-Consultant shall promptly reimburse
the Company for such amount. Any taxes due on such reimbursement will be
an additional amount payable by the Sub-Consultant to the Company.
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6 INTELLECTUAL PROPERTY RIGHTS
Any process or invention which is discovered or made by the Sub-Consultant
during the course of the contract is, and shall be, the absolute property of the
Company, including any invention, improvement or design made or processed
or information discovered, or copyright or trade name created, whether capable
of being patented or registered or not. Any such invention or process as
aforesaid shall be disclosed immediately to the Company and the Sub-
Consultant will execute or procure anything that the Company may reasonably
require for the purpose of vesting such property in the Company as the sole
owner and protecting its registration on behalf of the Company. The
intellectual property rights in any work carried out by the Sub-Consultant or
documents produced by the Sub-Consultant as part of the Services shall vest
in the Company. Nothing in this clause shall be construed as restricting the
rights conferred by Tanzanian Law.
7 CONFIDENTIALITY AND DATA PROTECTION
7.1 All information obtained by the Sub-Consultant in carrying out services
whether relating to the Company or its customers or third parties is confidential
and shall not be disclosed except as required in the performance of the work
or to responsible officers of the Company. On completion of the Services the
Sub-Consultant will hand over all such information to the Company and retain
no copies. If required by the Company the Sub-Consultant will sign a
confidentiality agreement with the Company.
7.2 Where the Company is subject to a confidentiality agreement with its client
which affects the Services the Sub-Consultant is providing, the Sub-Consultant
will comply with the terms of that confidentiality agreement that it is made
aware of, and if requested to do so, sign a similar agreement.
7.3 It is a condition of this contract that the Sub-Consultant agrees to the
Company holding and processing both electronically and manually the data
(including Personal Data) which relates to it and is needed for the management
and administration of the Company’s business. This may include the Company
forwarding such data to other companies in its group or its business partners
inside and outside the European Economic Area, subject always to maintaining
adequate levels of protection in accordance with the Data Protection Act 1998.
8 HEALTH SAFETY AND SECURITY
8.1 The Sub-Consultant will take all reasonable steps to ensure that in
providing the Services neither the Sub-Consultant nor others are put at risk.
The Sub-Consultant will comply with all relevant statutory requirements in
respect of health and safety at work. When working in the workplace of the
Company or others the Sub-Consultant will co-operate with the Company and
those others in respect of health and safety and will comply with all the health
and safety requirements which apply at that workplace. Outside of the
Company’s offices the Sub-Consultant will be responsible for ascertaining and
obtaining all such requirements.
8.2 The Sub-Consultant warrants to the Company that at all times it will
maintain the following in relation to any vehicle used by the Sub-Consultant for
the provision for the Services: relevant valid vehicle insurance including a
suitable level of coverage valid for carrying out the Services; a valid vehicle
safety test certificate (e.g. MOT) for any vehicle used in relation to the Services;
valid Road Tax for any vehicle used in relation to the Services; and
confirmation that any vehicle used in relation to the Services will be at all times
road-worthy, compliant with any and all legal requirements and serviced
according to the manufacturer's instructions. The Sub-Consultant further
warrants that it will ensure that it, or anyone acting on its behalf, is in a fit state
at all times to drive any vehicle used in relation to the Services.
9 TRAINING
The Sub-consultant shall ensure that prior to commencing the Services it
undertakes all applicable Company training programmes (the “Training”) as
outlined in the Contract Data. The cost of all such Training shall be covered by
the Sub-consultant. However, where the Sub-consultant can show that within
the past 12 months it has undertaken the Company Training required by the
Contract Data, or can provide evidence, to the satisfaction of the Company, of
having undertaken training of a similar standard to that shown in the Contract
Data, then the Sub-consultant shall not be required to complete the training,
except that the Sub-consultant shall always be required to complete the safe
way to work and business ethics training.
10 CONFLICT OF INTEREST
The Sub-consultant warrants that at the time of entering into this contract the
Sub-consultant is not aware of any present or future matter that may give rise
to any real or perceived conflict of interest with this contract and/or the Project.
If, during the term of this contract, a conflict or risk of conflict of interest arises
the Sub-consultant undertakes to notify the Company immediately in writing of
that conflict or risk and take any steps that the Company requires to resolve
said conflict.
11 ETHICAL CONDUCT OF THE PARTIES
11.1 In the performance of their obligations under or in connection with this
contract Sub-consultant, his agents and employees shall comply with all
applicable laws, rules and regulations.
11.2 The Sub-consultant shall:
(a) not engage in any activity, practice or conduct which would constitute
either: (i) a domestive tax evasion facilitation offence or (ii) a foreign tax
evasion facilitation offence under Tanzanian Law
(b) comply with the Company’s Ethics, Anti-Bribery and Anti-Corruption
Policies and shall maintain in place throughout the term of the contract such
policies and procedures as are reasonable to prevent the facilitation of tax
evasion by another person;
(c) promptly report to the Company any request or demand from a third party
to facilitate the evasion of tax .
12 TERMINATION
12.1 This contract will terminate automatically on the earliest of the following:
 MOTT MACDONALD LTD CONTRACT FOR SERVICES
TERMS AND CONDITIONS

(i) the death of the Sub-Consultant (ii) liquidation of the Company or (iii) the
Termination date.
12.2 The Company may terminate the contract by written notice if:
(a) the Sub-Consultant (being an individual) becomes or is likely to become
insolvent or the Sub-Consultant (being a company or limited liability
partnership) becomes or is likely to go into liquidation;
(b) the Sub-Consultant is in material or persistent default of any of its
obligations in this contract;
(c) in the reasonable opinion of the Company, the Services provided fail to
attain the standards required (whether in relation to this contract or not);
(d) in the reasonable opinion of the Company, the Sub-Consultant’s conduct
(whether in relation to this contract or not) is likely to damage the reputation of
the Company, or undermine your credibility to undertake the Services;
(e) the Company’s customer or client requires or requests that someone other
than the Sub-Consultant performs the Services;
(f) the Company’s customer or client no longer requires the Services or for any
reason beyond the reasonable control of the Company the Services are
deferred;
(g) the Company decides at its absolute discretion the Services are no longer
required.
12.3 On termination the Sub-Consultant shall be paid on a pro rata basis for all
Services actually and properly performed. The Company shall be entitled to set
off any monies due to it from the Sub-Consultant against any monies due or to
become due to the Sub-Consultant from the Company under this Contract.
13. COMPLIANCE WITH LAWS
13.1 In performing its obligations under this contract, the parties shall, and
shall ensure that each of its sub-contractors comply with all applicable laws,
statutes, regulations and codes from time to time in force including but not
limited to the UK Modern Slavery Act 2015.
13.2 Neither party shall be obliged to perform any obligation under the contract
where such obligation would be an actual or potential violation of an
international trade sanction, embargo, export control, financial sanction, or
anti-terrorism and similar laws (“Trade Restriction”). The Sub-consultant
warrants that it is not itself listed, and is not owned or controlled by any person
or entity, designated on any sanctions list issued by the United Kingdom,
United Nations, United States, and/or European Union and is not knowingly in
breach of any Trade Restriction.
14. LANGUAGE, GOVERNING LAW AND JURISDICTION
The language of this contract shall be English. This contract shall be governed
by the laws of Tanzania, and the parties hereby submit to the non-exclusive
jurisdiction of the Tanzanian Courts.

I have read and accept the terms and conditions stated above:

For and on behalf of Mott MacDonald For and on behalf of Sub-Consultant:

Limited:

Signed:

Print name: Abella Nyonyi

Status (e.g. partner, director, EP4R Administrative Assistant

company secretary):
Address:
Enter name, registered
address and company number
if a body corporate.
Enter name and address if an
unincorporated sole trader.
Enter name and address if a
legal partnership.
P. O. Box 2977,
Dar es Salaam
Cambridge Education Tanzania Limited
11th Floor, Golden Jubilee Towers, Ohio Street,
PO Box 80512, Dar es Salaam, Tanzania
Registered in Tanzania company number
107701

Date: 04th October 2018