Software Development Agreement

Dated : [date]

Project
ERP Implementation

Customer
[customer name]

Developer
Robosol Software UK Limited
 Software Development Agreement

INDEX

IDENTIFICATION OF THE PARTIES.................................................................................................................. 3

BACKGROUND.............................................................................................................................................. 3
1. DEFINITIONS......................................................................................................................................... 3
2 SERVICES.............................................................................................................................................. 8
3 PROJECT MANAGEMENT..................................................................................................................... 10
4 PRE-INSTALLATION TESTING............................................................................................................... 11
5 TRAINING........................................................................................................................................... 11
6 CHANGE REQUEST.............................................................................................................................. 11
7 ACCEPTANCE PROCEDURE................................................................................................................... 12
8 SOFTWARE UPDATES.......................................................................................................................... 13
9 ACCEPTANCE...................................................................................................................................... 13
10 ASSIGNMENT...................................................................................................................................... 13
11 WARRANTIES...................................................................................................................................... 13
12 INTELLECTUAL PROPERTY RIGHTS INDEMNITY.....................................................................................15
13 CUSTOMER OBLIGATIONS................................................................................................................... 15
14 CHARGES & PAYMENTS....................................................................................................................... 15
15 LIMITATIONS AND EXCLUSIONS OF LIABILITY......................................................................................16
16 INSURANCE........................................................................................................................................ 17
17 ANTI-BRIBERY..................................................................................................................................... 18
18 MODERN SLAVERY.............................................................................................................................. 19
19 EXPORT.............................................................................................................................................. 19
20 FORCE MAJEURE EVENT...................................................................................................................... 19
21 TERMINATION.................................................................................................................................... 20
22 EFFECTS OF TERMINATION.................................................................................................................. 21
23 CONFIDENTIALITY............................................................................................................................... 22
24 OFFERS OF EMPLOYMENT................................................................................................................... 23
25 LEGAL FEES......................................................................................................................................... 23
26 DURATION.......................................................................................................................................... 23
27 DISPUTE RESOLUTION......................................................................................................................... 23
28 DATA PROTECTION, SECURITY AND INTEGRITY....................................................................................24
29 SECURITY OF NETWORK AND INFORMATION SYSTEMS.......................................................................26
30 GENERAL PROVISIONS........................................................................................................................ 27
31 SIGNATURES....................................................................................................................................... 29
Schedule 1 - Software Support Schedule

Schedule 2 - Network Security Schedule

Schedule 3 - Software Specification Schedule

32 ANNEXURE 1 – STATEMENT OF WORK – ATTACHED AS PDF.................................................................29

33 ANNEXURE 2 – DYNAMICS 365 COST ESTIMATE IN ATTACHED EXCEL FILE............................................29
34 ANNEXURE 3 – PAYMENT TERMS IN ATTACHED EXCEL FILE.................................................................29
35 ANNEXURE 4 – BUSINESS REQUIREMENT SPECIFICATION IN ATTACHED EXCEL FILE..............................29
36 ANNEXURE 5 – THIRD PARTY SOFTWARE – ADDONS MENTIONED IN BUSINESS REQUIREMENT
SPECIFICATION............................................................................................................................................ 29

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 Software Development Agreement

IDENTIFICATION OF THE PARTIES.

This Agreement is made between

Morningside Pharmaceuticals Limited (the "Customer") incorporated and registered in England and
Wales with company number 02672877 and with a principal place of business at 4 Rushmills,
Northampton, NN4 7YB, United Kingdom

and

Robosol Software UK Limited (the "Developer") incorporated and registered in England and Wales
with company number 07148085 and with a principal place of business at 3 Jubilee House, The
Drive, Warley, Brentwood CM13 3FR.
BACKGROUND

The Customer desires to retain the Developer as an independent contractor to provide

development, implementation and support services for Microsoft Dynamics and other software
solutions for use in the Customer’s business and which support the Customer’s operations. The
Developer is ready, willing and able to provide this service and agrees to do so under the terms and
conditions set forth in this Agreement.

AGREED TERMS

1. DEFINITIONS
In this Agreement the following expressions have the following meanings:

1.1 “Acceptance Certificate” the certificate to be signed by the Customer under clause 8.1.

1.2 “Acceptance Date” means the date on which the Acceptance Certificate is issued by the
Customer under 8.1.

1.3 “Acceptance Tests” means the tests of the Software after installation to be agreed in
accordance with Clause 7.1.

1.4 "Agreement" means this agreement including any Annexes and Schedules to it, and any
amendments to this Agreement made in accordance with the terms set out below from
time to time;

1.5 "Assignment IP" means all Intellectual Property Rights in the Software and the
Documentation, excluding the Intellectual Property Rights in the Third Party Materials and
Third Party Software;

1.6 “Business” means the business of the Customer being the innovation, manufacture,
wholesale, distribution and supply of high quality generic and branded medicines, and
healthcare products.

1.7 "Business Day" means any weekday other than a bank or public holiday in England;

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1.8 "Business Hours" means the hours of 09:00 to 17:00 BST on a Business Day;

1.9 “Business Requirements Specification” means the specification agreed between the
Customer and the Developer through various onsite meetings on 22 nd and 23rd October and
the subsequent phone calls with various departments to establish Customer's business
requirements regarding the Software, contained in Annex 4.

1.10 "Charges" means the amounts to be paid in accordance with clause 13 and as set out in the
Payment Plan at Annex 3

1.11 “Completion Date” means the estimated date specified in the Statement of Work by which
the Developer is to provide the Software Ready for Service.

1.12 “controller”, “processor”, “data subject”, “personal data”, “personal data breach”,
“processing” and “appropriate technical and organisational measures are as defined in the
Data Protection Legislation.

1.13 “Customer Representative” means a person duly authorised by the Customer to act on its
behalf for the purposes of this agreement and identified to the Developer by written notice
from the Customer.

1.14 “Cybersecurity Requirements” means all applicable laws, regulations, codes, guidance
(from regulatory and advisory bodies, whether mandatory or not), international and
national standards, industry schemes and sanctions relating to security of network and
information systems and security breach and incident reporting requirements, including
the Data Protection Legislation, the Cybersecurity Directive ((EU) 2016/1148), Commission
Implementing Regulation ((EU) 2018/151), the Network and Information Systems
Regulations 2018 (SI 2018/506), all as amended or updated from time to time.

1.15 “Data Protection Legislation” means the UK Data Protection Legislation and any other
European Union legislation relating to personal data and all other legislation and regulatory
requirements in force from time to time which apply to a party relating to the use of
personal data (including, without limitation, the privacy of electronic communications) and
the guidance and codes of practice issued by the relevant data protection or supervisory
authority and applicable to a party.

1.16 ”Documentation" means the documentation for the Software produced by the Developer
and delivered or made available by the Developer to the Customer;

1.17 “Effective Date" means the date of execution of this Agreement;

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1.18 "Force Majeure Event" means an event, or a series of related events, that is outside the
reasonable control of the party affected including failures of the internet or any public
telecommunications network, hacker attacks, denial of service attacks, Virus or other
malicious software attacks or infections, power failures, industrial disputes affecting any
third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks,
and wars;

1.19 “Good Industry Practice” means the exercise of that degree of skill, care, prudence,
efficiency, foresight and timeliness as would be expected from a leading company within
the relevant industry or business sector.

1.20 “Incident: any vulnerability, Virus or security incident which:

a) may affect the Software;
b) may affect the Developer’s network and information systems such that it could
potentially affect the Customer or the Customer's network and information systems; or
c) is reported to the Developer by the Customer.

1.21 "Implementation Services" means the configuration, development and deployment of

Microsoft Dynamics and other add on Software as agreed in the Statement of Work(s).

1.22 “Installation Date” means the estimated date by which the Developer will complete
installation of a specified module or element of the Software or the Software as a whole as
specified in the Statement of Works.

1.23 "Intellectual Property Rights" means all intellectual property rights wherever in the world,
whether registrable or unregistrable, registered or unregistered, including any application
or right of application for such rights and these "intellectual property rights" include
copyright and related rights, database rights, confidential information, trade secrets, know-
how, business names, trade names, trade marks, service marks, passing off rights, unfair
competition rights, patents, petty patents, utility models, semi-conductor topography rights
and rights in designs;

1.24 “Open-Source Software” means any software programs included in the Software which are
licensed under any form of open-source licence meeting the Open Source Initiative's Open
Source Definition which can be found at https://opensource.org/docs/definition.php.

1.25 “Project Manager” means the Developer employee who has overall responsibility for the
Work.

1.26 “Ready for Service” means installed, tested and having passed or deemed to have passed
the Acceptance Tests under clause 8.1.

1.27 "Services" means the services to be provided by the Developer to the Customer, or which
the Developer has an obligation to provide to the Customer, under this Agreement
including, but not limited to the Implementation Services and the services set out in the
Software Support Schedule at Schedule 1

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1.28 "Software" means the software identified in Annexure 2 Dynamics 365 Cost Estimate,
including the Source Code of that software created by or on behalf of the Developer for the
benefit of the Customer and/or in the course of the provision of the Services to the
Customer pursuant to this Agreement and compiled to create the executable version of
that software including any Third Party Materials;

1.29 "Software Defect" means a defect, error or bug in the Software having an adverse effect on
the appearance, operation, functionality or performance of the Software, but excluding any
defect, error or bug caused by or arising as a result of:
(a) any act or omission of the Customer or any person authorised by the Customer to
use the Software
(b) any use of the Software contrary to the Documentation by the Customer or any
person authorised by the Customer to use the Software;
(c) a failure of the Customer to perform or observe any of its obligations in this
Agreement; and/or
(d) an incompatibility between the Software and any other system, network,
application, program, hardware or software not specified as compatible in the
Software Specification;

1.30 "Software Specification" means the specification for the Software to be agreed between
the parties to meet the Business Requirements Specification and which will then form
Schedule 3.

1.31 “Software Updates” means a release of Software which corrects faults, adds functionality
or otherwise amends or upgrades the Software.

1.32 "Source Code" means the source code of the software to which it relates, in the language in
which the software was written, together with all related flow charts and technical
documentation, all of a level sufficient to enable the Customer's development personnel to
understand, develop and maintain that software;

1.33 “Statement of Work” shall mean the document containing details relating to the Services to
be provided by the Developer to the Customer including the objectives, methodology,
scope of work, specifications, price, payment schedule, timetable for provision and any
other characteristics of each service or deliverable therein the current version of which is
set out is as set out at Annex 1. Every further or additional executed Statement of Work
shall be annexed to this Agreement and shall form part of this Agreement.

1.34 “Support Staff” means those officers, employees, agents or subcontractors of the
Developer connected with this agreement, including those individuals who perform the
Developer’s obligations under this agreement.

1.35 "Term" means the term of this Agreement;

1.36 "Third Party Materials" means the works and/or materials comprised in the Software, the
Intellectual Property Rights in which are owned by a third party and which are specified in
Annexure 5

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1.37 “Third Party Software” means the software programs proprietary to third parties, listed in
Annexure 5, which are to be provided to the Customer without modification and as further
defined in clause 9.4.

1.38 “UK Data Protection Legislation” means all applicable data protection and privacy
legislation in force from time to time in the UK including the General Data Protection
Regulation ((EU) 2016/679), the Data Protection Act 2018, the Privacy and Electronic
Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the
Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

1.39 “Virus” means any program which contains malicious code or infiltrates or damages a
computer system without the owner's informed consent or is designed to do so or which is
hostile, intrusive or annoying to the owner or user and has no legitimate purpose.

1.40 “Works” means all the works, duties and obligations to be carried out by the Developer
under this Agreement including but not limited to the provision of the Services.

1.41 Any words following the terms including, include, in particular, for example or any similar
expression shall be construed as illustrative and shall not limit the sense of the words,
description, definition, phrase or term preceding those terms.

1.42 A reference to a statute or statutory provision is a reference to it as amended, extended or

re-enacted from time to time.

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 Software Development Agreement

2 SERVICES

2.1 The Developer shall provide the Works and the Services to the Customer with reasonable
diligence and despatch, and with reasonable skill and expertise, to provide the Software to
meet the Business Requirements Specification by the Completion Date.

2.2 The Developer shall provide the Third-Party Software to the Customer under the licence
terms provided by the relevant third parties, copies of which shall be provided to the
Customer, and the Customer agrees to be bound by such licence.

2.3 The Developer shall provide to the Customer in a timely manner, copies of the
Documentation containing sufficient up-to-date information for the proper use and
maintenance of the Software. Such Documentation may be supplied in electronic form.

2.4 The Developer shall ensure that the Services are provided in accordance with the Statement
of Works and are delivered to the Customer in accordance with the timetable set out in the
Statement of Works or as otherwise agreed in writing between the parties.

2.5 The Customer acknowledges that a delay in the Customer performing its obligations under
this Agreement may result in a delay in the performance of the Services, and the Developer
will not be liable to the Customer in respect of any failure to meet any agreed timeframes in
respect of the Services to the extent that that failure arises out of a delay in the Customer
performing its obligations under this Agreement.

2.6 The Developer shall ensure that the Source Code, and any interpreted code, comprised in
the Software created by or on behalf of the Developer during the provision of the Services is
written to a professional standard, conforms with Good Industry Practice and any coding
standards document agreed between the parties, and incorporates sufficient commentary
to enable a competent third party developer to understand, adapt, maintain and update
the code.

2.7 The Developer shall keep the Customer reasonably informed of the progress of the Services
and, in particular, shall inform the Customer of any substantial obstacles or likely delays in
the performance of the Services.

2.8 The developer will incorporate guidelines of GAMP (Good Automated Manufacturing
Practice) where applicable when carrying out any activities through the implementation
lifecycle.

2.9 The Developer agrees:

2.9.1 to deliver and install the Software;
2.9.2 to carry out, in conjunction with the Customer, the Acceptance Tests;
2.9.3 to provide the Software Ready for Service by the Completion Date;
2.9.4 to provide the Works and Services on the terms and conditions set out in this Agreement;
2.9.4.1
2.9.5 to provide the training specified in the Statement of Works;
2.9.6 to make available to the Customer suitably qualified personnel to carry out the Works; and
2.9.7 to provide the Customer with disaster recovery and business continuity services in
accordance with this Agreement.

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2.10 The Developer shall regularly and, at least once in each calendar month, during the
subsistence of this Agreement, supply to the Customer or make accessible to the Customer
a current development version of the Software, together with its Source Code, for the
purposes of enabling the Customer to assess the progress of the Services, provide feedback
to the Developer regarding the Software and as security for the benefit of the Customer.

Immediately after the Acceptance Date, the Developer shall deliver to the Customer the updated
and annotated version of the Software in Source Code and machine-readable form unless the source
code is a packaged solution from a Third Party including Microsoft

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3 PROJECT MANAGEMENT

3.1 No later than 10 days after the Effective Date, the Customer shall notify the Developer of
the name and qualifications of the person appointed as the Customer Representative.

3.2 No later than 10 days after the Effective Date, the Developer shall appoint the Project
Manager, who shall have the responsibility and commensurate authority for the overall
progress of the Works and to whom all questions regarding this agreement can be referred.
The name and qualifications of the appointed individual shall be notified in writing to the
Customer Representative.

3.3 The Project Manager shall co-operate with the Customer Representative and shall attend
meetings scheduled by the Customer Representative at reasonable intervals not less than
once a week to advise and assist the Customer on all matters relating to the Works.

3.4 The Developer agrees that the Project Manager shall not be replaced before the
Acceptance Date without notice to the Customer, unless:
3.4.1 the individual to be replaced is prevented by ill-health from carrying out their duties in
connection with the agreement for a significant period;
3.4.2 the individual resigns from employment with the Developer;
3.4.3 the contract of employment of the individual is terminated; or
3.4.4 the Customer makes a reasonable written request to the Developer to replace the
individual because they have performed unsatisfactorily or have caused a breach of any of
the Developer’s obligations under this agreement.

3.5 If any such person is replaced, the Developer shall consult with the Customer
Representative about the identity of a suitable replacement.

3.6 The Customer agrees that the Customer Representative shall not be replaced before the
Acceptance Date without notice to the Developer, unless:
3.6.1 the individual to be replaced is prevented by ill-health from carrying out their duties in
connection with the agreement for a significant period;
3.6.2 the individual resigns from employment with the Customer;
3.6.3 the contract of employment of the individual is terminated; or
3.6.4 the Developer makes a reasonable written request to the Customer to replace the
individual because they have performed unsatisfactorily or have caused a breach of any of
the Customer's obligations under this agreement.

3.7 The Customer shall consult with the Project Manager about the identity of a suitable
replacement.

3.8 The Developer shall:

3.8.1 take all reasonable steps to maintain continuity in relation to the Support Staff team; and
3.8.2 to the extent possible, give the Customer reasonable written notice of any proposed
holiday or leave of absence to be taken by the Project Manager.

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4 PRE-INSTALLATION TESTING

4.1 Before delivering the Software or any module or element thereof to the Customer the
Developer shall carry out reasonable tests to ensure that such item is in operable condition
and is capable of meeting the requirements of the Business Requirements Specification
once properly installed.

5 TRAINING

5.1 The Developer undertakes to provide training to the Customer in accordance with the
Statement of Works.

5.2 Training shall be carried out at no extra cost to the Customer at the Customer’s premises, or
as may otherwise be agreed by the Customer. Any special equipment necessary for the
training shall be provided by the Developer.

6 CHANGE REQUEST

6.1 At any time during the term of this Agreement, the Customer may request, or the
Developer may recommend, a change to any current Statement of Work (including any
changes to any Business Requirement Specifications), or to the Software by providing the
other Party with written notice of the same (“a Change Request”). Any Change Request will
be subject to the following conditions:
a) The Developer will, within 7 days of a Change Request being issued, evaluate the likely
impact of any requested or recommended changes in the Services as specified in the
Change Request and other aspects of this Agreement and will report to the Customer the
impact of such Change Request. The Developer shall prepare a written estimate of any
increase or decrease in the Charges, and of any effect that the requested change would
have on any timetable set out in the relevant Statement of Work;
b) Neither Party will be obliged to agree to any requested or recommended change to the
Services or any Statement of Works. The submission or reasonable rejection of a Change
Request will not constitute a breach of this Agreement;
c) Upon agreement between the Parties, the Parties will modify the Statement of Work or
Software Specification in accordance with the Change Request (including any extended
timeframe);
d) Within 14 working days of receipt of the written quote referred to in clause 6.1 a), the
Customer shall inform the Developer in writing of whether or not the Customer wishes
the requested change to be made. If the change is required, the Developer shall not make
the requested change until the parties have agreed and signed a written agreement
(Change Agreement) specifying, in particular, any changes to the Statement of Works and
Charges.

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7 ACCEPTANCE PROCEDURE

7.1 Within 30 business days of the date of this Agreement, the Customer shall deliver to the
Developer proposed user acceptance criteria and test data for the Acceptance Tests for the
Software. These criteria and days shall be such as are reasonably required to show the
Software complies with the Software Specification. The Developer shall provide the
Customer with reasonable assistance to prepare such user acceptance criteria and test data
at the Customer’s request. The parties shall use best endeavours to agree the Acceptance
Tests for the Software within 14 days from the date of delivery to the Developer of the
proposed criteria and date.

7.2 The Developer shall carry out the agreed Acceptance Tests for each module or element of
the Software within ten days of its Installation Date. The Acceptance Tests shall be started
as soon as reasonably possible after installation and shall be run continuously during
Business Hours. The Developer shall carry out the agreed Acceptance Tests for each module
or element of the Software and for the Software itself unless the Customer notifies the
Developer, not later than five days after the Installation Date, that it will carry out the
Acceptance Tests. The party carrying out the Acceptance Tests shall give the other party at
least 24 hours' notice of the start of the Acceptance Tests and permit the other party to
observe all or any part of the testing.

7.3 If any module or element of the Software or the Software itself fails to pass the Acceptance
Tests, the Customer shall, within 14 days from the completion of the Acceptance Tests or
any part of these tests, provide a written notice to this effect, giving details of such
failure(s). The Developer shall remedy the defects and deficiencies and the relevant test(s)
shall be repeated within a reasonable time.

7.4 If any module or element of the Software or the Software itself fails to pass any repeated
Acceptance Tests within four weeks from the date of its second submission to the
Acceptance Tests, then the Customer may, by written notice to the Developer, choose at its
sole discretion:
7.4.1 to fix (without prejudice to the Customer's other rights and remedies) a new date for
carrying out further tests on the same terms and conditions. If the module or element of
the Software or the Software itself fails such further tests then the Customer may request a
repeat test under this clause 7 or to proceed under clause 7.4.2 or clause 7.4.3;
7.4.2 to accept the module or element of the Software or the Software itself subject to such
change of acceptance criteria, amendment of the Business Requirements Specification
and/or reduction in the Charges as, after taking into account all the relevant circumstances,
is reasonable; or
7.4.3 if the Developer is unable to correct defects within a period of three months from the
commencement of Acceptance Tests under clause 7.2, to reject the Software as not being
in conformity with the Agreement, in which event the Customer may terminate this
Agreement.

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8 SOFTWARE UPDATES

8.1 Any software updates released by Third party software vendors would be processed similar
to change request and acceptance procedure.

9 ACCEPTANCE

9.1 Acceptance of the Software shall be deemed to have occurred on whichever is the earliest
of:
(a) the signing by the Customer of an Acceptance Certificate for the Software following
successful completion of the testing under clause 7;
(b) the expiry of 14 days after the completion of all the Acceptance Tests, unless the
Customer has given any written notice under clause 7; or
(c) the use of the Software by the Customer in the normal course of its business for at least
14 days.

10 ASSIGNMENT

10.1 In accordance with the applicable Statement of Work, including any schedule therein, the
Developer will deliver all Documents, and other agreed deliverables to the Customer and
shall disclose all Software and all modules or elements of the Software to the Customer in
the form and manner agreed with the Customer at regular intervals during the provision of
the Services and upon Acceptance by the Customer of the Software.

10.2 The Intellectual Property Rights in the Assignment IP shall, at the Effective Date or (if later)
on creation of the rights, vest in the Customer. The Developer assigns (by way of present
and, where appropriate, future assignment) all such Intellectual Property Rights with full
title guarantee to the Customer.

10.3 The Developer shall do and execute, or arrange for the doing and executing of, each
necessary act, document and thing that the Customer may consider necessary or desirable
to perfect the right, title and interest of the Customer in and to the Intellectual Property
Rights in the Assignment IP and shall procure the irrevocable waiver of all moral rights in
the Assignment IP, to the extent permitted by law.

10.4 If the software is a packaged solution includes any Third Party Software, Developers Addons
or including but not limited to Microsoft Dynamics Nav/ Business Central 365, there is no
transfer or assignment of any Intellectual Property Rights in the Third Party Software to the
Customer.

11 WARRANTIES

11.1 The Developer warrants to the Customer that:

a) the Developer has the legal right and authority to enter into this Agreement and to
perform its obligations under this Agreement;
b) the Developer will comply with all applicable laws, statutes, regulations and codes from
time to time in force, including (but not limited to) those relating to cyber security and

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data protection applying to the exercise of the Developer's rights and the fulfilment of
the Developer's obligations under this Agreement; and
c) the Developer has or has access to all necessary know-how, expertise and experience to
perform its obligations under this Agreement and acknowledges that the Customer has
entered into this Agreement in reliance upon the Developer's expertise in selecting and
supplying goods and services fit to meet the Business Requirements Specification.

11.2 The Developer warrants to the Customer that:

(a) the Software as provided will conform in all respects with the Business
Requirements Specification and Cybersecurity Requirements;
(b) the Software will be supplied free from Software Defects and will remain free from
Software Defects for a period of at least 24 months following the supply of the
Software;
(c) the Software will be supplied free from Viruses, worms, Trojan horses, ransomware,
spyware, adware and other malicious software programs;
(d) there has not been included or used any Open-Source Software or any libraries or
code licensed from time to time under the General Public Licence (as described by
the Free Software Foundation and set out at http://www.gnu.org/licenses/gpl.html)
or anything similar in, or in the development of, the Software nor does any Software
operate in such a way that it is compiled with or linked to any of the foregoing;
(e) it will perform the Services in a timely, reliable and professional manner, in
conformity with Good Industry Practice by a sufficient number of competent
personnel with appropriate skills, qualifications and experience, and has and will at
all times have the ability and capacity to meet such requirements;
(f) the Third-Party Software, if installed by reasonably competent engineers, will:
(i) be suitable for the Customer's requirements notified to the Developer by the
Customer in writing before the installation;
(ii) be compatible with the Software such as to enable the Software to perform in
accordance with the Documentation;
(iii) not introduce Viruses, worms, Trojan horses, ransomware, spyware, adware or
other malicious software programs into the Software or the Customer's network and
information systems; and
(iv) continue to be capable of being used with the Software for three years from the
installation of each new version of Third-Party Software.

11.3 The Developer warrants to the Customer that the Software, including any Third Party
Materials and Third Party Software, and Documentation, when used by the Customer in
accordance with this Agreement, will not breach any laws, statutes or regulations applicable
under English law.

11.4 The Developer warrants to the Customer that the Software, including any Third Party
Materials and Third Party Software, and Documentation, when used by the Customer in
accordance with this Agreement, will not infringe the Intellectual Property Rights of any
person in any jurisdiction and under any applicable law.

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11.5 The Customer warrants to the Developer that it has the legal right and authority to enter
into this Agreement and to perform its obligations under the Agreement.

11.6 All of the parties' warranties and representations in respect of the subject matter of this
Agreement are expressly set out in this Agreement. To the maximum extent permitted by
applicable law, no other warranties or representations concerning the subject matter of this
Agreement will be implied into the Agreement or any related contract.

12 INTELLECTUAL PROPERTY RIGHTS INDEMNITY

12.1 The Developer shall indemnify the Customer against all liabilities, costs, expenses, damages
and losses (including any direct, indirect or consequential losses, loss of profit, loss of
reputation and all interest, penalties and legal and other reasonable professional costs and
expenses) suffered or incurred by the Customer arising out of or in connection with any
claim made against the Customer for actual or alleged infringement of a third party's
Intellectual Property Rights arising out of or in connection with use of the Software, Third
Party Materials, Third Party Software or Documentation, or receipt of the benefit of the
Services.

12.2 If the Software, Third Party Materials or Third Party Software is determined in a court of law
to be infringing and the Developer is unable, after best efforts, to procure for the Customer
the right to continue using the Software, or to provide the Customer with functionally
equivalent non-infringing software, this Agreement will be terminated without prejudice to
the Customer's right to seek further remedies, including damages, for any loss or damage
arising out of such termination.

13 CUSTOMER OBLIGATIONS

13.1 Save to the extent that the parties have agreed otherwise in writing, the Customer must
provide to the Developer, or procure for the Developer, such:
(a) co-operation, support and advice; and
(b) information and documentation;
as are reasonably necessary to enable the Developer to perform its obligations under this
Agreement.

14 CHARGES & PAYMENTS

14.1 The Customer shall pay the Charges to the Developer in accordance with the payment plan
set out at Annex 3. The Developer shall issue invoices for the Charges to the Customer as
per the staged payment agreement and payment terms set out at Annex 3

14.2 If the Charges are based in whole or part upon the time spent by the Developer performing
the Services, the Developer must obtain the Customer's written consent before performing
Services that result in any estimate of time-based Charges given to the Customer being
exceeded or any budget for time-based Charges agreed by the parties being exceeded.

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14.3 The Customer shall not be obliged to pay any charges or fees to the Developer for any
Services performed, unless the applicable charges and fees are either specified in this
Agreement or have been approved in writing in advance by the Customer.

14.4 All invoices issued by the Developer under or in connection with this Agreement shall be
accompanied by a sufficiently detailed breakdown of the matters being invoiced and any
additional costs authorised under clause 14.2 or 14.3.

14.5 The Customer may withhold payment against any invoice not submitted in accordance with
this Agreement and shall immediately notify the Developer in writing of its reason for so
doing. If the invoice is disputed in part only, the Developer shall issue a credit note in
respect of the original invoice and issue an invoice for the part not in dispute. On receipt of
such an invoice the Customer shall pay that part of the original invoice which it accepts,
while any query concerning a disputed sum is resolved.

14.6 All Invoices under this agreement should be raised in GBP (£)

15 LIMITATIONS AND EXCLUSIONS OF LIABILITY

15.1 Neither party excludes or limits liability to the other party for:
15.1.1fraud or fraudulent misrepresentation;
15.1.2death or personal injury caused by negligence;
15.1.3a breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2
of the Supply of Goods and Services Act 1982; or
15.1.4any matter for which it would be unlawful for the parties to exclude liability.

15.2 Save as expressly provided for in this agreement, in no event shall either party be liable to
the other for lost profits, or special or consequential damages, even if it has been advised of
the possibility of such damages.

15.3 Each party’s total aggregate liability to the other for any claims arising in connection with
provision of the Services under this Agreement shall be limited to 100% of the
implementation and Support Fees paid by the customer during the 12 months immediately
preceding the date on which the claim arose.
The limitations or exclusions of liability in this shall not apply:
(a) In the case of liability of the Customer, to any breach of its obligations under clause
23 (Confidentiality);
(b) in the case of liability of the Developer, to:
(i) any indemnity in this Agreement (whether in respect of performance of the
indemnity or its breach);
(ii) any breach of any regulatory requirement by the Developer which directly
or indirectly results in the imposition of any fine or sanction on the
Customer or the Customer otherwise incurring any liability;
(iii) any physical damage to tangible property or in respect of the loss or
corruption of data; and
(iv) any breach by the Developer of clause 9 (Assignment), clause 16
(Confidentiality), clause 27 (Data Protection, etc), clause 28 (Security of
network and information system)

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16 INSURANCE

16.1 The Developer shall, during the term of this agreement and for seven years thereafter and
at its own cost:
16.1.1effect and maintain in force with reputable insurers the following insurance policies for the
payment of a sum up to the amount stated for any claim and in accordance with Good
Industry Practice:
16.1.2public liability insurance policy: £10 million;
16.1.3professional indemnity insurance: £0.5 million;
16.1.4provide evidence of such insurance to the Customer on request;
16.1.5administer the insurance policies and the Developer’s relationship with its insurers at all
times to preserve the benefits for the Customer set out in this agreement;
16.1.6do nothing to invalidate any such insurance policy or to prejudice the entitlement of the
Customer under this agreement;
16.1.7procure that the terms of such policy shall not be altered in such a way as to diminish the
benefit to the Customer of the policies as provided at the date of this agreement.

16.2 Any insurance policy effected and maintained under clause 16.1 shall:
16.2.1note the interests of the Customer on such policy;
16.2.2waive any right of subrogation of the insurers against the Customer and its respective
agents, officers and employees;
16.2.3be primary and without right of contribution from other insurance which may be available
to the Customer; and
16.2.4prohibit the lapse of or any cancellation or non-renewal of such insurance, without the
prior consent in writing of the Customer.

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17 ANTI-BRIBERY

17.1 The Developer shall:

17.1.1comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery
and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant
Requirements”);
17.1.2not engage, and procure that its connected companies do not engage, in any activity,
practice or conduct which would constitute an offence under sections 1, 2 or 6 of the
Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
17.1.3comply with the Customer's Ethics, Anti-bribery and Anti-corruption Policies (as notified to
the Developer by the Customer from time to time) and all relevant industry codes, in each
case as the Customer or the relevant industry body may update them from time to time
(“Relevant Policies”);
17.1.4have and maintain in place throughout the term of this Agreement its own policies and
procedures, including but not limited to adequate procedures under the Bribery Act 2010,
to ensure compliance with the Relevant Requirements and the Relevant Policies, and will
enforce them where appropriate;
17.1.5promptly report to the Customer any request or demand for any undue financial or other
advantage of any kind received by the Developer in connection with the performance of
this agreement;
17.1.6immediately notify the Customer (in writing) if a foreign public official becomes an officer
or employee of the Developer and acquires a direct or indirect interest in the Developer
(and the Developer warrants that it has no foreign public officials as officers or employees
and direct or indirect owners at the date of this agreement);
17.1.7within 3 months of the date of this agreement, and annually thereafter, certify to the
Customer in writing signed by an officer of the Developer, compliance with this clause 16
by the Developer and all persons associated with it and all other persons for whom the
Developer is responsible under clause 16.1.4. The Developer shall provide such supporting
evidence of compliance as the Customer may reasonably request.

17.2 Without prejudice to clause 30 (f) the Developer shall ensure that any person associated
with the Developer who is performing services or providing goods in connection with this
agreement does so only on the basis of a written contract which imposes on and secures
from such person terms equivalent to those imposed on the Developer in this clause 17.2
(“Relevant Terms”). The Developer shall in all circumstances be responsible for the
observance and performance by such persons of the Relevant Terms, and shall in all
circumstances be directly liable to the Customer for any breach by such persons of any of
the Relevant Terms.

17.3 Breach of this clause 17 shall be deemed a material breach, which is irredeemable.

17.4 For the purpose of this clause 17 the meaning of adequate procedures and foreign public
official and whether a person is associated with another person shall be determined in
accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under
section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act
respectively. For the purposes of this clause 17.4 a person associated with the Developer
includes but is not limited to any subcontractor of the Developer.

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18 MODERN SLAVERY

18.1 In performing its obligations under the agreement, the Developer shall:
18.1.1comply with all applicable anti-slavery and human trafficking laws, statutes, regulations
and codes from time to time in force including but not limited to the Modern Slavery Act
2015; and
18.1.2have and maintain throughout the term of this agreement its own policies and procedures
to ensure its compliance; and
18.1.3not engage in any activity, practice or conduct that would constitute an offence under
sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were
carried out in the UK; and
18.1.4include in its contracts with its subcontractors and suppliers anti-slavery and human
trafficking provisions that are at least as onerous as those set out in this clause 18.

18.2 The Developer represents and warrants that neither the Developer nor any of its officers,
employees or other persons associated with it:
18.2.1has been convicted of any offence involving slavery and human trafficking; and
18.2.2to the best of its knowledge, has been or is the subject of any investigation, inquiry or
enforcement proceedings by any governmental, administrative or regulatory body
regarding any offence or alleged offence of or in connection with slavery and human
trafficking.

18.3 The Developer shall implement due diligence procedures for its subcontractors, and
suppliers, to ensure that there is no slavery or human trafficking in its supply chains.

19 EXPORT

19.1 Neither party shall export, directly or indirectly, any technical data acquired from the other
party under this Agreement (or any products, including software, incorporating any such
data) in breach of any applicable laws or regulations (Export Control Laws), including United
States export laws and regulations, to any country for which the government or any agency
thereof at the time of export requires an export licence or other governmental approval
without first obtaining such licence or approval.

20 FORCE MAJEURE EVENT

20.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any
obligation under this Agreement, that obligation will be suspended for the duration of the
Force Majeure Event.

20.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely
to give rise to, any failure or delay in that party performing any obligation under this
Agreement, must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will
continue.

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20.3 A party whose performance of its obligations under this Agreement is affected by a Force
Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure
Event.

20.4 Events which may inhibit the Developer to perform any obligation may include but are not
limited to death, illness or injury of the Developer’s key personnel engaged in the provision
of the Services. In the event these events occur the Developer will promptly notify the
Customer of the delay and use all reasonable endeavours to deliver planned duties.
Furthermore, any duties not delivered due death, illness and injury in accordance with this
clause 19.4 will be credited/ not charged for to the Customer.

20.5 If it is necessary for the Agreement to be terminated as a result of any Force Majeure event
affecting the Developer all sums paid to the Developer by the Customer under this
Agreement shall be refunded to the Customer, except that the Developer shall be entitled
to payment on a quantum meruit basis for all work done before termination, provided that
the Developer takes all reasonable steps to mitigate the amount due.

21 TERMINATION

21.1 Either party may terminate this agreement by giving a minimum 60 days notice at any point
prior to the date on which the Acceptance Certificate is issued and thereafter may
terminate the support services to be provided under the Software Support Schedule at
Schedule 1 in accordance with the terms of that schedule

21.2 Once the Customer is actively using the system for the day to day operations of their
business either party may terminate the maintenance and hosting services the agreement
by giving 3 months notice.

21.3 Either party may terminate this Agreement immediately by giving written notice of
termination to the other party if:
(a) the other party commits any material breach of the Agreement, and:
(i) the breach is not remediable; or
(ii) the breach is remediable, but the other party fails to remedy the breach
within the period of 30 days following the giving of a written notice to the
other party requiring the breach to be remedied; or
(b) the other party persistently breaches the Agreement irrespective of whether such
breaches collectively constitute a material breach.
21.4 Either party may terminate this Agreement immediately by giving written notice of
termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes insolvent or is declared insolvent; or
(iv) convenes a meeting or makes or proposes to make any arrangement or
composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or
similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a
resolution for its winding up other than for the purpose of a solvent company
reorganisation where the resulting entity will assume all the obligations of the other
party under the Agreement;

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21.5 The Developer may terminate this Agreement immediately by giving written notice to the
Customer if:
(a) any amount due to be paid by the Customer to the Developer under the Agreement
is unpaid by the due date and remains unpaid upon the date that that written notice
of termination is given; and
(b) the Developer has given to the Customer at least 30 days written notice, following
the failure to pay, of its intention to terminate the Agreement in accordance with
this Clause
21.6 The Customer may terminate this Agreement immediately by giving written notice to the
Developer if there is any change of Control of the Developer.

22 EFFECTS OF TERMINATION

22.1 The termination of this Agreement shall not affect the accrued rights of either party.

22.2 Save as otherwise provided for in this Agreement, within 30 days following the termination
of this Agreement for any reason the Customer must pay to the Developer any Charges in
respect of Services provided to the Customer before the termination of the Agreement.

22.3 Any provision of this Agreement which expressly or by implication is intended to come into
or continue in force on or after termination of this agreement shall remain in full force and
effect.

22.4 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or
liabilities of the parties that have accrued up to the date of termination or expiry, including
the right to claim damages in respect of any breach of the Agreement which existed at or
before the date of termination or expiry.

22.5 Notwithstanding its obligations in this clause 22, if a party is required by any law,
regulation, or government or regulatory body to retain any documents or materials
containing the other party's Confidential Information, it shall notify the other party in
writing of such retention, giving details of the documents and/or materials that it must
retain.

22.6 On termination of this agreement for any reason, each party shall as soon as reasonably
practicable:
22.6.1return, destroy or permanently erase (as directed in writing by the other party) any
documents, handbooks, CD-ROMs, USB’s, external hard drives, external solid state drives
or DVDs or other information or data provided to it by the other party containing,
reflecting, incorporating or based on Confidential Information belonging to the other party.

22.6.2subject to clause 22.6.1 return all of the other party's equipment and materials, failing
which, the other party may enter the relevant premises and take possession of them. Until
these are returned or repossessed, the party in possession shall be solely responsible for
their safe-keeping.

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22.7 On termination of this agreement for any reason, the Developer shall:
22.7.1promptly refund such portion of the Charges (as the case may be) as relates to the period
after expiry or termination on a pro rata basis;
22.7.2as soon as reasonably practicable, deliver to the Customer all drawings, designs, plans,
specifications, programs (including source codes) or other documentation, goods and
supplies that it has agreed to supply under this Agreement and which exist at the date of
termination, whether or not complete, and the Developer hereby assigns to the Customer
ownership of any Intellectual Property Rights in such materials to the extent these have
not already been assigned to the Customer in accordance with this Agreement.
22.7.3At its own cost, assist the Customer and/or the replacement developer to the extent
reasonably required to facilitate the smooth migration of the services to the Customer or
the replacement developer;
22.7.4during Business Hours, provide access to the Customer and any replacement developer for
up to 6 months after termination of this Agreement to such information relating to the
Software that remains in the possession or control of the Developer;
22.7.5the Developer shall use all reasonable endeavours, at the Customer's request, to assign or
novate, whether in favour of the Customer or any alternative developer, any contract for
services between the Developer and any third party performing any part of the Services
and the Developer shall use its reasonable endeavours to ensure that the contract for
services of any individual performing any part of the Services will include a novation or
assignment clause allowing the novation or assignment of the contract to the Customer or
an alternative supplier;
22.7.6the Developer shall use all reasonable endeavours, to assign or novate, whether in favour
of the Customer or any alternative developer, the benefit of all licenses obtained by the
Developer in respect of the Third Party Materials and/or Third Party Software.

22.8 The Customer shall not in any circumstances be liable to the Supplier for redundancy
payments and staff termination costs arising from termination or expiry of this agreement.

23 CONFIDENTIALITY.

23.1 During the term of this Agreement and for 1 year afterward, the Developer will use
reasonable care to prevent the unauthorized use or dissemination of the Customer's
confidential information. Reasonable care means at least the same degree of care the
Developer uses to protect its own confidential information from unauthorized disclosure.
Confidential information is all the data, formats, reports and other information exchanged
during the term of this agreement. Confidential information does not include information
that:
23.1.1the Developer knew before the Customer disclosed it
23.1.2is or becomes public knowledge through no fault of the Developer
23.1.3the Developer obtains from sources other than the Customer who owe no duty of
confidentiality to the Customer, or
23.1.4the Developer independently develops.

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24 OFFERS OF EMPLOYMENT.

24.1 The Customer undertakes that no offers of employment will be made to any employee of
the Developer and that it will not introduce any employee of the Developer to any third
party as a result of work carried out by the Developer on behalf of the Customer during the
currency of this agreement or for a period of 6 months after its termination without the
prior consent of the Developer.

25 LEGAL FEES.

25.1 If any legal action is necessary to enforce this Agreement, the prevailing party shall be
entitled to reasonable legal fees, costs and expenses.

26 DURATION

26.1 This Agreement shall, commence on the Effective Date and shall continue, unless
terminated earlier in accordance with the terms of this Agreement until the Work has been
completed.

27 DISPUTE RESOLUTION

27.1 Any dispute which may arise between the parties concerning this agreement shall be
determined as provided in this clause 27.

27.2 For the purpose of this clause 27, a dispute shall be deemed to have arisen when one party
serves on the other a notice in writing stating the nature of the dispute.

27.3 Unless this Agreement has already been terminated by the date of the notice of dispute,
the Developer shall, in every case, continue with the Work with all due diligence regardless
of the nature of the dispute and the Customer shall continue to make payments (excluding
any disputed sums) in accordance with the terms of this Agreement.

27.4 After service of the notice of dispute, the following procedure shall be followed by the
parties (all periods specified in this clause shall be extendable by mutual agreement):
27.4.1within five days, directors of the parties shall meet to attempt to settle the dispute;
27.4.2if the directors are unable to reach a settlement within twenty eight days from the date of
service of the notice, the parties shall attempt to settle the dispute by mediation by an
independent mediator, with costs to be shared equally between the parties.

27.5 If no settlement is reached under clause 27.4, the dispute shall be determined by the
English High Court and the parties submit to the exclusive jurisdiction of such court for such
purposes.

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28 DATA PROTECTION, SECURITY AND INTEGRITY

28.1 Both parties will comply with all applicable requirements of the Data Protection Legislation.
This clause 28 is in addition to, and does not relieve, remove or replace, a party's
obligations or rights under the Data Protection Legislation.

28.2 The parties acknowledge that:

28.2.1if the Developer processes any personal data on the Customer's behalf when performing its
obligations under this agreement, the Customer is the controller and the Developer is the
processor for the purposes of the Data Protection Legislation; and

28.3 Without prejudice to the generality of clause 28.1, the Customer will ensure that it has all
necessary appropriate consents and notices in place to enable lawful transfer of the
personal data to the Developer for the duration and purposes of this agreement so that the
Developer may lawfully use, process and transfer the personal data in accordance with this
agreement on the Customer's behalf.

28.4 Without prejudice to the generality of clause 28.1, the Developer shall, in relation to any
personal data processed in connection with the performance by the Developer of its
obligations under this agreement:

28.4.1process that personal data only on the documented written instructions of the Customer
unless the Developer is required by the laws of any member of the European Union or by
the laws of the European Union applicable to the Developer and/or Domestic UK Law
(where Domestic UK Law means the UK Data Protection Legislation and any other law that
applies in the UK) to process personal data (“Applicable Laws”). Where the Developer is
relying on Applicable Laws as the basis for processing personal data, the Developer shall
promptly notify the Customer of this before performing the processing required by the
Applicable Laws unless those Applicable Laws prohibit the Developer from so notifying the
Customer;

28.4.2ensure that it has in place appropriate technical and organisational measures, reviewed
and approved by the Customer, to protect against unauthorised or unlawful processing of
personal data and against accidental loss or destruction of, or damage to, personal data,
appropriate to the harm that might result from the unauthorised or unlawful processing or
accidental loss, destruction or damage and the nature of the data to be protected, having
regard to the state of technological development and the cost of implementing any
measures (those measures may include, where appropriate, pseudonymising and
encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its
systems and services, ensuring that availability of and access to personal data can be
restored in a timely manner after an incident, and regularly assessing and evaluating the
effectiveness of the technical and organisational measures adopted by it).

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28.4.3not transfer any personal data outside of the EEA unless the following conditions are
fulfilled:
a) the Customer or the Developer has provided appropriate safeguards in relation to the
transfer;
b) the data subject has enforceable rights and effective legal remedies;
c) the Developer complies with its obligations under the Data Protection Legislation by
providing an adequate level of protection to any personal data that is transferred; and
d) the Developer complies with reasonable instructions notified to it in advance by the
Customer with respect to the processing of the personal data;
28.4.4assist the Customer in responding to any request from a data subject and in ensuring
compliance with its obligations under the Data Protection Legislation with respect to
security, breach notifications, impact assessments and consultations with supervisory
authorities or regulators;
28.4.5notify the Customer without undue delay and in any event within 24 hours on becoming
aware of a personal data breach;
28.4.6at the written direction of the Customer, delete or return personal data and copies thereof
to the Customer on termination of the agreement unless required by Applicable Law to
store the personal data;
28.4.7maintain complete and accurate records and information to demonstrate its compliance
with this clause 28 and allow for audits by the Customer or the Customer's designated
auditor and immediately inform the Customer if, in the opinion of the Developer, an
instruction infringes the Data Protection Legislation; and
28.4.8indemnify the Customer against any loss or damage suffered by the Customer in relation to
any breach by the Developer of its obligations under this clause 28.

28.5 The Customer does not consent to the Developer appointing any third-party processor of
personal data under this agreement.

28.6 Either party may, at any time on not less than 30 days' notice, revise this clause 28 by
replacing it with any applicable controller to processor standard clauses or similar terms
forming part of an applicable certification scheme (which shall apply when replaced by
attachment to this agreement).

28.7 Without prejudice to the generality of clause 28.1, the Developer shall:
a) take reasonable precautions to preserve the integrity of any data which it processes and
to prevent any corruption or loss of such data;
b) make a backup copy of such data every week and record the copy on media from which
the data can be reloaded if there is any corruption or loss of the data; and
c) in such event and if attributable to any default by the Developer, promptly restore the
data at its own expense or, at the Customer's option, promptly reimburse the Customer for
any reasonable expenses it incurs in having the data restored by a third party.

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29 SECURITY OF NETWORK AND INFORMATION SYSTEMS

29.1 The Developer warrants that the information in Schedule 2 on the security of its network
and information systems is up to date and accurate and that it will update the Customer
immediately in the event of any changes to such information.

29.2 The Developer shall notify the Customer immediately it becomes aware of any Incident and
respond without delay to all queries and requests for information from the Customer about
any Incident, whether discovered by the Developer or the Customer, in particular bearing in
mind the extent of any reporting obligations the Customer may have under the Data
Protection Legislation and that the Customer may be required to comply with statutory or
other regulatory timescales.

29.3 The Developer will use its best endeavours to ensure the business continuity of the Work
and the Services at all times in accordance with the information on business continuity
management set out in Schedule 2 and any relevant policies referred to in clause 29.5(a),
with a view to ensuring the continuity of any services to be provided by the Customer via
the Software.

29.4 The Developer agrees to co-operate with the Customer in relation to:
29.4.1all aspects of its compliance with the NIS Regulations (if applicable);
29.4.2any requests for information, or inspection, made by any regulator;
29.4.3any request for information made in respect of any of the information provided in
Schedule 2 or any policies referred to in clause 29.5.1;
29.4.4any Incident.

29.5 The Developer shall (and warrants and represents that it shall) at all times in accordance
with Good Industry Practice:
29.5.1implement, operate, maintain, and adhere to, appropriate policies to cover the issues
specified in Schedule 2, including an incident management process which shall enable the
Developer, as a minimum, to discover and assess Incidents, and to prioritise those
Incidents, sufficient to meet its reporting obligations under clause 29.2;
29.5.2Mitigate against all Incidents.

29.6 The Developer shall provide copies of the policies referred to in clause 29.5.1 promptly on
request by the Customer.

29.7 The Developer shall indemnify the Customer against any loss or damage suffered by the
Customer in relation to any breach by the Developer of its obligations under this
agreement, which cause the Customer to breach the Cybersecurity Requirements.

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30 GENERAL PROVISIONS.

(a) Complete Agreement. This Agreement together with all exhibits, appendices or other
attachments, which are incorporated herein by reference, is the sole and entire Agreement
between the parties relating to its subject matter. This Agreements supersedes all prior
understandings, agreements and documentation relating to such subject matter. In the
event of a conflict between the provisions of the main body of the Agreement and any
attached exhibits, appendices or other materials, the Agreement shall take precedence.
(b) Modifications to Agreement. Modifications and amendments to this Agreement, including
any exhibit or appendix hereto, shall be enforceable only if they are in writing and are
signed by authorized representatives of both parties.
(c) Law and Jurisdiction. This Agreement and any dispute or claim arising out of or in
connection with it or its subject matter or formation (including non-contractual disputes or
claims) shall be governed by and construed in accordance with the law of England and
Wales. Each party irrevocably agrees that the courts of England and Wales shall have
exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this
agreement or its subject matter or formation (including non-contractual disputes or claims).
(d) Notices. All notices and other communications given in connection with this Agreement shall
be in writing (which includes email) and shall be deemed given as follows:
- When delivered personally to the recipient's address as appearing in the introductory
paragraph to this Agreement; or
- Three days after being deposited in the UK, postage prepaid to the recipient's address as
appearing in the introductory paragraph to this Agreement, or
- When sent by email, the last email address of the recipient specifically provided for this
purpose. Notice is effective upon receipt provided that a duplicate copy of the notice is
promptly given by first-class or certified mail, or the recipient delivers a written confirmation
of receipt. Any party may change its address appearing in the introductory paragraph to this
Agreement by giving notice of the change in accordance with this paragraph.
(e) No Agency. Nothing contained herein will be construed as creating any agency, partnership,
joint venture or other form of joint enterprise between the parties.
(f) Assignment. The Customer may at any time assign, transfer, mortgage, charge or deal in any
other manner with any or all of its rights and obligations under this agreement. The
Customer may subcontract or delegate in any manner any or all of its obligations under this
agreement to any third party or agent. This Agreement is personal to the Developer and the
Developer shall not assign, transfer, mortgage, charge, subcontract, declare a trust of or
deal in any other manner with any or all of its rights and obligations under this agreement
without the prior written consent of the Customer (such consent not to be unreasonably
withheld or delayed).
(g) Waiver. No failure or delay by a party to exercise any right or remedy provided under this
agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall
it preclude or restrict the further exercise of that or any other right or remedy. No single or
partial exercise of such right or remedy shall preclude or restrict the further exercise of that
or any other right or remedy.
(h) Remedies. Except as expressly provided in this Agreement, the rights and remedies provided
under this agreement are in addition to, and not exclusive of, any rights or remedies
provided by law.
(i) Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal
or unenforceable, it shall be deemed modified to the minimum extent necessary to make it
valid, legal and enforceable. If such modification is not possible, the relevant provision or

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part-provision shall be deemed deleted. Any modification to or deletion of a provision or

part-provision under this clause shall not affect the validity and enforceability of the rest of
this Agreement. If any provision or part-provision of this agreement is invalid, illegal or
unenforceable, the parties shall negotiate in good faith to amend such provision so that, as
amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the
intended commercial result of the original provision.
(j) Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall constitute a duplicate original, but all the counterparts shall together constitute
the one Agreement.
(k) Third-party rights. No one other than a party to this Agreement, their successors and
permitted assignees, shall have any right to enforce any of its terms.

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31 SIGNATURES.

Each party represents and warrants that on this date they are duly authorized to bind their
respective principals by their signatures below.

The Customer: Morningside Pharmaceuticals LIMITED

Signed ______________________________________________________________
Date ________________________________________________________________
Name _______________________________________________________________
Position _____________________________________________________________

The Developer: Robosol Software UK Limited

Signed ______________________________________________________________
Date ________________________________________________________________
Robosol Software UK Limited
Manish Khemka, Director

Schedule 1 – Software Support Schedule

Schedule 2 – Network Security Schedule
Schedule 3 – Software Specification Schedule

32 Annexure 1 – Statement of Work – Attached as PDF

33 Annexure 2 – Dynamics 365 Cost Estimate in Attached Excel File
34 Annexure 3 – Payment Terms in Attached Excel File
35 Annexure 4 – Business Requirement Specification in Attached Excel File
36 Annexure 5 – Third Party Software – Addons Mentioned in Business Requirement
Specification

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