Service Level Agreement

Between [SAMPLE] & SCI (Tanzania) Ltd.

 SUPPORT SERVICES AGREEMENT

The Agreement is made this ………….. Day of ……………… 2013

Between

XXXXX whose office is situated at XXXX (hereinafter referred to as “XXX”) on the one part

And

SCI (Tanzania) Limited whose office is situated at Peugeot House, Bibi Titi Mohamed Road of P. O Box 80015, Dar
Es Salaam (hereinafter referred to as “SCI”) on the other

XXXXXXXX and SCI hereinafter referred to together as the "PARTIES" or individually as a “PARTY.

WHEREAS

A. XXXXXXXX desires to have SCI provide certain Services, as hereinafter specified; and

B. SCI represents that it has the expertise, resources and skills of suitable quality and quantity to
satisfactorily and efficiently provide the Services hereunder and is willing and able to undertake the
provision of such Services in accordance with the Terms and Conditions hereinafter contained.

NOW WHEREOF THIS AGREEMENT WITNESSETH AS FOLLOWS:-

1.0 DEFINITIONS

In this Agreement, unless the contrary is expressly indicated, words in the singular shall include the plural
and vice versa and the following words and expressions shall have the meanings assigned to them
hereunder:

1.1 Equipment – means XXXXXXXX

1.2 Maintenance and Support Services - means the performance of various agreed tasks either carried out
jointly with XXXXXXXX or solely by SCI, which includes but is not limited to preventive maintenance
services, remedial repairs, site preparation, installations, delivery, testing, warehousing/storage,
commissioning of equipment and/or complete work in accordance with predetermined and agreed
acceptance criteria and as agreed to from time to time.

1.3 Third Party – means any party not in the permanent employ of SCI but whose performance is managed
and controlled by SCI as agreed to in writing by the parties.

1.4 Location - means the location at which XXXXXXXX Equipment is installed or in use.

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1.5 Licensed Software - means that software and documentation which SCI is licensed by a third party to
distribute or authorized to maintain.

1.6 Repair Time means the mean time between XXXXXXXX placing the call, and the time when the
Equipment is up and running and fully functional and operational according to the manufacturer’s
specifications;

1.7 Response Time means the mean time between XXXXXXXX placing the call and arrival of SCI’s technician
at the Location;

1.8 Fault means the failure of the Equipment to perform according to the manufacturer's specifications;

1.9 Service Control Centre means any place where SCI has designated as being equipped to carry out the
required Equipment maintenance and servicing.

1.10 Loan Equipment means equipment provided on loan by SCI to XXXXXXXX to replace any of XXXXXXXX
Equipment which has been removed from XXXXXXXX premises by SCI for the purpose of providing
Maintenance and Support Services, and such equipment will perform the functions normally
performed by XXXXXXXX Equipment in service.

1.11 Severity Condition means the severity of the problem that XXXXXXXX has experienced with their
Equipment which has to be attended to or repaired by SCI.

1.12 Normal Maintenance Hours means the period during which SCI shall perform the Maintenance and
Support Services to XXXXXXXX excluding Public Holidays and Sundays which are;
0900 to 1700 hours Monday to Friday

1.13 Extended Maintenance Hours means the Maintenance and Support Services as provided outside the
Normal Maintenance Hours as may be requested by XXXXXXXX and agreed upon by both Parties, all of
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which shall be charged separately as indicated in the 1 schedule.

1.14 Standby Service means the on-call corrective Maintenance and Support Services as may be requested by
XXXXXXXX from time to time by giving SCI forty-eight (48) hours advance written notice.

1.15 Services - means all Maintenance and Support Services and all other services (including supplies) to be
provided by SCI for XXXXXXXX’s Equipment, in accordance with the Agreement including any
amendments thereto, together with all other duties and obligations to be undertaken by SCI in
accordance with the Agreement. Maintenance and Support Services for its Equipment.

2.0 PERIOD OF AGREEMENT

2.1 This Agreement shall become effective on the date of execution of this Agreement, hereinafter
referred to as the start date, and shall remain in force until terminated by either of the Parties in
accordance with the provisions of the Agreement or until a new contract is signed to replace this
Agreement, whichever is the earlier. Any additional charges raised in the new contract will be
st
effective from the 1 day of such new contract.

2.2 This Agreement can be terminated by either Party upon such Party serving one (1) months’ notice in
writing to the other Party, with such written notice detailing reasons for such termination.

2.3 The expiry or termination of the Agreement shall not affect any rights or obligations which may have
occurred prior to such expiry or termination and shall not affect any obligations of each of the Parties
under the Agreement which are expressed to continue after such termination.

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3.0 NON VARIATION

This Agreement shall not be amended and no amendments shall be effective unless evidenced in
writing and signed by the authorised representatives of the Parties to the Agreement.

4.0 WARRANTY

4.1 XXXXXXXX warrants that the Equipment is in good working order at the commencement date of this
Agreement.

4.2 SCI warrants that all work carried out under this Agreement shall be of the highest standard and
carried out by qualified and competent engineers and all materials and parts supplied or used shall be
new or refurbished and shall conform with the current specifications applicable to such Equipment
and shall be obtained only from merchants or manufacturers of the highest repute.

5.0 SERVICE LEVEL

5.1 Maintenance and Support Service

SCI undertakes to restore the Equipment to good working order within the Repair Times listed below.
This Repair Time shall relate only to Hardware faults. Restoration of Software or Data is not included in
this measurement.

Response and Repair Times will be categorized according to the following geographic groupings:

Location Access Response Repair

Means Time Time

Group1: Dar Es Salaam Car or surface 2 hours 6 hours

Transport

5.2 Preventive Maintenance Service

SCI shall ensure that the Equipment at each Location is subject to preventive maintenance services
according to the Manufacturer’s specification service. Where the manufacturer’s recommended
preventive maintenance procedures and/or frequencies are considered unsuitable by XXXXXXXX,
XXXXXXXX reserves the right to put forward for negotiation a substitute schedule for any installed
Equipment covered by this Agreement.

5.3 Severity Conditions

XXXXXXXX shall determine the Severity Condition of the problem and place the call with SCI. The severity
codes are as follows and established under Clause 8.3:

Severity 1: The equipment is down or not operational and needs to be restored

to normal working condition.

Severity 2: The Equipment is still able to function by use of other Equipment,

however, SCI needs to address the problem.

Severity 3: No impact to Equipment operating capability, however, the problem

needs to be addressed during the normal course of maintenance.

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5.4 Parts

(a) The costs of replacement or spare parts are not included within the maintenance charges.

5.5 Status Reporting

SCI shall keep XXXXXXXX fully informed on a fortnightly basis of all outstanding problems related to
Equipment and advise what pre-active and pro-active steps are being taken, to resolve these problems.

5.6 Performance Service Measurements

Maintenance service performance shall be measured on a Location basis over a three (3) calendar month
th
period. Prior arrangement requirements are to be provided by SCI to XXXXXXXX by the 10 business day
of each month (the month to which this relates).

Performance Measurement reports are to be provided by SCI based on the XXXXXXXX methodology and
requirements as currently defined or as may be agreed in future

5.7 Performance Review Meetings

XXXXXXXX will convene a quarterly review meeting to discuss performance against agreed service levels
and provide statistical information and objective feedback concerning reasons for non-conformance to
service levels as well as pro-active actions being instituted to correct any out of line situations. Action
points from these meetings will be recorded by XXXXXXXX OIL and SCI.

XXXXXXXX reserves the right to escalate calls at any time depending on the degree of impact to its
ongoing business at the Location.

6.0 OBLIGATION OF SCI

6.1 Monitor performance of Equipment under maintenance

6.2 Provide XXXXXXXX with SCI physical environmental general information and standards.

6.3 To provide a list of actions undertaken during preventive maintenance visits.

6.4 Advise XXXXXXXX of known and expected mandatory engineering changes

6.5 In the event of SCI identifies any potential problems that could cause service disruptions to XXXXXXXX,
SCI will report details of same together with remedial recommendations to XXXXXXXX immediately in
writing.

6.6 Supply XXXXXXXX with updated call-out/standby instructions.

6.7 Inform and update XXXXXXXX of all outstanding Equipment problems on a weekly basis.

6.8 To ensure all standby personnel are:

(a) Familiar with XXXXXXXX Location and business needs.

(b) Capable of repairing Equipment within the agreed Repair Time targets and request
assistance where these cannot be met.

6.9 Complete a performance evaluation report quarterly, if necessary.

6.10 To inform XXXXXXXX of new products, new maintenance services and methodologies that will be
beneficial to XXXXXXXX

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6.11 To abide by all conditions specified in XXXXXXXX change control procedures, thereby ensuring minimum
disruption to XXXXXXXX business operations.

7.0 OBLIGATIONS OF XXXXXXXX

7.1 To inform SCI of any faults on mutually agreed procedures.

7.2 To report all system and hardware problems to SCI as per the fault reporting procedures defined in
clause 8.3.

7.3 To plan contingency procedures for hardware in conjunction with SCI.

7.4 To ensure that employees operate the Equipment in a fitting manner commensurate with the intentions
of the appropriate manuals.

7.5 To adhere to the call-out/standby procedures.

7.6 To adhere to escalation procedures

7.7 Allow employees of SCI access to the Equipment at all reasonable time subject to XXXXXXXX security and
change control procedures.

7.8 To provide, for use of SCI’s maintenance service engineer, adequate working space within a reasonable
distance of the Equipment.

7.9 Monitor outstanding incidents and escalate to SCI’s Service Control Centre.

7.10 Schedule quarterly Equipment review meetings with SCI.

7.11 To pay the charges as set out under the First and Second Schedule to this Agreement.

8.0 FAULT REPORTING PROCEDURES

8.1 Service Control Centre

During Normal Maintenance Hours, XXXXXXXX will notify SCI's Service Control Centre on telephone
numbers 022-2117163 / 4 of the Fault or problem and give the following information:

(a) Machine Type (e) Urgency of the call (severity)

(b) Serial Number (f) Location address

(c) Nature of Problem (g) Reference No.

(d) Caller name and tel. number

If XXXXXXXX needs to call SCI's Control Service Centre outside Normal Maintenance Hours, XXXXXXXX
should call on telephone numbers advised from time to time. Currently the telephone numbers to call
are:

022 - 2117163 / 4 - Customer Relations

0767 – 354 595 - Mr. Owiso Gaitano

0754 – 073 005 - Mr. Darshan Gajjar

0753 – 454 432 - Mr. Gerson Mallamia

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 XXXXXXXX needs to make use of the SCI service website to log, track, and escalate & close calls online via
the following:

(i) Web address:

http://196.41.36.70:9001

User Name : XXXXX

Password : XXXXX

(ii) Helpdesk email:

helpdesk@scitz.com

8.2 Management Support

If a call is not attended to within the agreed Response Time and/or Repair Time prescribed by this
Agreement, XXXXXXXX may contact the following SCI’s Management Personnel:

First Call: Customer Support Manager

Owiso Gaitano 0767- 354595

Second Call: Deputy General Manager - Operations

Aloys Bupamba 0754-364181

Third Call: Chief Executive Officer

Ramaswamy Mohan - 0754-343911

SCI’s Managers are required to expedite the problem resolution as swiftly as possible and report back to
XXXXXXXX.

XXXXXXXX reserves the right to escalate calls at any time depending on the degree of impact to
XXXXXXXX’S business requirements.

8.3 Fault Escalation Procedures

(a) XXXXXXXX shall advise SCI of the individual's name who is responsible for calls placed by
XXXXXXXX.

(b) XXXXXXXX shall provide any documentation requested for by SCI in relation to the Fault or
problem.

(c) XXXXXXXX will define critical and non-critical systems for the purpose of establishing the
severity of any call.

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8.4 Site logbook.

A logbook will be established at each Location. Entries will be made by XXXXXXXX staff as to time of the
arrival of the engineer and time of departure. The SCI engineer will also sign in logbook and write a
docket to specify activities done during repairs or service. The docket will also be countersigned by
XXXXXXXX staff.

9. FORCE MAJEURE

Neither party shall be liable to the other for any delay, loss, damage or injury caused by Acts of God,
strikes, lockouts, civil commotion, riots .war, fire, explosions, sabotage, storm, floods, earthquake, fog,
subsidence or requisition of labour or materials for state purposes or any other cause beyond their
control.

10.0 CONFIDENTIALITY

10.1 SCI shall not reveal to any person or persons, secrets or confidential matters, operations, process or
dealings or any information concerning the organisation, business, or affairs of XXXXXXXX or any of its
affiliates which may come to its knowledge during the term of the Agreement and shall keep with
complete secrecy all confidential information entrusted to it and not use or attempt to use any such
information in any manner which may injure or cause loss either directly or indirectly to XXXXXXXX or its
business or which may be likely to do so. These restrictions shall continue to apply after the termination
of the Agreement without limit in point of time but shall cease to apply to information or knowledge
that may come into public domain.

10.2 XXXXXXXX shall not reveal to any person or persons, secrets or confidential matters, operations,
processes or dealings or any information concerning the organisation, business, finances or affairs of SCI
or any of its subsidiaries which may come to its knowledge during the term of the Agreement and shall
keep with complete secrecy all confidential information of SCI systems packages and programmes in the
supply and installation of 'the Equipment' and shall not use or attempt to use any such information in
any manner which may injure or cause loss either directly or indirectly to SCI or its businesses or which
may be likely so to do. These restrictions shall continue to apply after the termination of the Agreement
without limit in point of time but shall cease to apply to information or knowledge that may come into
public domain.

11.0 INDEMNITIES

Each Party shall assume all liability for and shall defend, indemnify and hold the other Party harmless
from and against any and all claims, demands, causes of action, losses, liabilities, costs and expenses
(including legal costs and expenses) arising from or in connection with or relating to or in respect of
the performance or non-performance of the Agreement by reason of injury to, sickness of or death of
any persons employed directly or indirectly by it or damage to, loss of or destruction of any property
owned by or contracted to it, irrespective of cause.

12.0 INSURANCE

SCI shall procure and maintain at its own expense, in full force and effect throughout the duration of
the Agreement, all insurances in relation to employees, property and third parties as may be required
by applicable laws and or otherwise, any insurances which SCI, acting as a diligent, prudent and
competent service provider, considers appropriate in terms of type, coverage and limit, taking into
account the nature, extent, scope and location of the Services.

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13. APPLICABLE LAW AND DISPUTE RESOLUTION

Both Parties agree to settle amicably all disputes out of or concerning this Agreement. In the event
that the Parties fail to resolve any dispute amicably then the Parties agree to refer the dispute to the
Law of Court in accordance with Tanzanian Law and the Parties hereby submit to the exclusive
jurisdiction of the Commercial Court or any other Court in Tanzania.

14. NOTICES

Any notice required or permitted under this Agreement shall be made in writing, and shall be effective
upon receipt. Notices shall be made in person to the following addresses unless either Party shall
designate another address at which it shall receive notices:-

XXXXXXXX:

XXXXXX

XXXXXXX

DAR ES SALAAM.

SCI: Chief Executive Officer,

SCI (Tanzania) Limited,

P.O. Box 80015

DAR ES SALAAM.

15. MISCELLANEOUS

The Agreement together with the schedules attached hereto, constitutes the entire agreement
between the Parties hereto with respect to the Services and supersedes all prior communications,
negotiations, representations, understandings or agreements related to the Agreement either written
or oral. No representations or statements made by any representative of XXXXXXXX or SCI shall be
binding unless expressly provided for herein.

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IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute the
Agreement on the day(s) and year stated below:

For XXXXXXXX For SCI

XXXXXXXX PLC SCI (Tanzania) Limited

Signature: Signature:

Name: Name:

Title: Title:

Witness: Witness:

Date: Date:

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FIRST SCHEDULE

CHARGES

1. The annual maintenance charges (hereinafter referred to as “the Charges”) are outlined in the Second
Schedule of this Agreement. Equipment schedule will be outlined in the format shown in the second
schedule of this Agreement.

2. The said charges shall be paid 100% in advance date of signing the Agreement.

3. Any Maintenance and Support Services requested by XXXXXXXX on Equipment hardware or software
not listed in the Second Schedule to this Agreement will be deemed to fall outside the scope of this
Agreement and will be charged for on time and material basis as outlined at Section 11 of this
schedule.

4. XXXXXXXX will pay SCI for any Maintenance and Support Services provided outside the scope of the
Agreement within 30 (thirty) days of receipt of an invoice, provided that each invoice is supported by
a copy of the service docket which has been correctly completed and signed by a duly authorized
representative of XXXXXXXX.

5. The charges recorded in the Second Schedule shall not include the cost of all parts required in correcting
the Fault or required in the normal course of the maintenance service as being due to fair wear and tear.

6. The charges recorded in the second schedule to this Agreement do not cover the cost of the following
items and these shall be borne by XXXXXXXX.

6.2 Remedial maintenance of the Equipment after it has been added to or altered or connected by
mechanical means to any other machine or device without the prior written agreement of SCI.

6.3 Service to the Equipment, if a person other than the SCI’s designated service personnel have repaired,
modified or performed any maintenance service to the Equipment or parts thereof.

6.4 The movement of Equipment to a new location

6.5 The need to have an engineer on standby outside normal maintenance hours unless previously
arranged for at an agreed charge.

6.6 Problems caused by computer virus or any defect caused by accident, negligence, misuse, theft,
installation of components or other maintenance by any one other than SCI, vandalism, fire, water or
other peril, exposure to extreme temperatures, dust or humidity, or improper electrical power.

6.7 Where no Fault was found while XXXXXXXX had registered a call at SCI’s Service Control Center.

6.8 Host system and network failures.

6.9 Electrical Faults that are external to hardware and faults associated with data cabling.

6.10 For service or repair of Equipment or software that that was not functional at the start of this
Agreement, a separate charge will be levied for repair or service of any such Equipment or software.

7. The charges recorded in the Second Schedule to this Agreement are applicable to Equipment installed
within 20km radius from Dar es Salaam City Centre.

8. The charges for Equipment installed outside the 20km radius from Dar es Salaam City Centre will be
charged on the same base premium per year. SCI shall be reimbursed for the cost of travel on the basis
of a per diem charge per person to cover hotel and subsistence expenses as follows:
USD 100 per person per day.

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 This rate will be reviewed at the end of each year from the date of execution of this Agreement.

9. All invoices presented to XXXXXXXX shall be addressed in the following manner:

XXXXXX

XXXXXXXX

P.O. Box XXXX

DAR ES SALAAM

and payment shall be made within thirty (30) days of receipt of an invoice by XXXXXXXX.

10. XXXXXXXX will pay SCI for Maintenance and Support Services provided by way of a banker’s cheque.

11. The following rates shall be applicable for Maintenance and Support Services provided on Extended
Maintenance Hours and any other services provided out-with the scope of this Agreement:

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SECOND SCHEDULE

ANNUAL MAINTAINANCE COSTS

1.1 The following rates shall be applicable for annual Maintenance and Support Services provided within the
scope of this Agreement:

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