THIS MASTER SERVICES AGREEMENT is dated

(1) MASK IT SERVICES LIMITED incorporated and registered in Scotland with company
number AB9876 and having its registered office at ABC House, XYZ Road, London,
United Kingdom (“MISL”).
(2) SUPPLIER COMPUTER SERVICES LIMITED incorporated and registered in India with
company number 112233 and having its registered office at SCS Unit 12, MIDC
Kirkee, Maharashtra 440010, India (the “Supplier”).
BACKGROUND
(A) The Supplier provides IT consulting, solutions and development & support services.
(B) Under this Master Services Agreement, MISL wishes the ability to request that the
Supplier provides services to it or on its behalf from time to time. When MISL
requests services from the Supplier, and the Supplier is able to provide such
services, the relevant parties will enter into a separate Service Contract in
accordance with this Master Services Agreement.
(C) Each Service Contract shall incorporate the terms and conditions set out in this
Master Services Agreement.
(D) The parties acknowledge that the Services to be provided by the Supplier under any
Service Contract shall be performed through its UK registered branch and address at
1st Floor PQR Block London (“UK Branch”).
AGREED TERMS

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions
In this Master Services Agreement and each Service Contract, the following
definitions apply:
Affiliate: in relation to a party, a person who is, from time to time, a subsidiary or
holding company of that party, or is a subsidiary of that party's holding company.
Applicable Terms: the terms and conditions which apply to each Service Contract as
set out in Schedule 1.
Assigned IPRs: all Intellectual Property Rights acquired or developed by or on behalf
of the Supplier in the provision of the Services, other than Retained IPRs.
Available Services: the services, including without limitation any Deliverables, which
the Supplier is willing to provide to MISL as set out in Schedule 3 of the Master
Services Agreement.
Business Day: a day other than a Saturday, Sunday or public holiday in the United
Kingdom.
MISL Data: means all data, information, addresses, telephone numbers, texts,
drawings, diagrams, images or sound embodied in any electronic or tangible

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medium (excluding any computer software) owned by MISL which is provided by
MISL to the Supplier for the purposes of the provision of the Services.
MISL Group: MISL, its subsidiaries or holding companies from time to time and any
subsidiary of any holding company from time to time.
Charges: the charges specified in the Service Contract payable by MISL for the
supply of the Services by the Supplier.
MISL Materials: all materials, equipment and tools, drawings, specifications and
data supplied by MISL to the Supplier (if any).
Customer: any customer or proposed customer of MISL.
Customer Data: means all data, information, addresses, telephone numbers, texts,
drawings, diagrams, images or sound embodied in any electronic or tangible
medium (excluding any computer software) owned by the Customer which is
provided by the Customer or MISL to the Supplier for the purposes of the provision
of the Services.
Data: means the Customer Data and the MISL Data.
Deliverables: all documents, products and materials developed by the Supplier or its
agents, contractors and employees as part of or in relation to the Services in any
form, including without limitation computer programs, data, reports and
specifications (including drafts).
Designated Person: has the meaning ascribed in the Terrorist Asset Freezing etc Act
2010 (United Kingdom), or any equivalent term or expression under comparable
legislation applicable in respect of any Territory other than the United Kingdom.
holding company and subsidiary: mean a "holding company" and "subsidiary" as
defined in section 1159 of the Companies Act 2006.
Inducement: (i) any payment, gift, consideration, benefit or advantage of any kind,
which is (or is agreed to be) offered, promised, given, authorised, requested,
accepted or agreed, whether directly or indirectly (through one or more
intermediaries) which could act as an inducement or reward, for any form of
improper conduct by any person in connection with their official, public, fiduciary,
employment or business role, duties or functions; and/or (ii) anything that would
amount to an offence of bribery or corruption under Applicable Law; and/or (iii) any
Facilitation Payment and “Induce”, “Induced”, “Inducing” and other variants of
“Inducement” shall be construed accordingly.
Intellectual Property Rights: all patents, rights to inventions, utility models,
copyright and related rights, trademarks, service marks, trade, business and domain
names, rights in trade dress or get-up, rights in goodwill or to sue for passing off,
unfair competition rights, rights in designs, rights in computer software, database
rights, topography rights, rights in confidential information (including know-how and
trade secrets) and any other intellectual property rights, in each case whether
registered or unregistered and including all applications for, and renewals or
extensions of, such rights, and all similar or equivalent rights or forms of protection
in any part of the world.

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Master Services Agreement Commencement Date: the date of execution of this
Master Services Agreement.
Public Official: any person holding a legislative, administrative or judicial position of
any kind, whether appointed or elected, including any person employed by or acting
on behalf of a public agency, body or state-owned enterprise, a public international
organisation (as defined in the UK Bribery Act 2010 and/or any other Applicable
Law) or a political party or organisation, or a candidate for any such office.
Retained IPRs: all Intellectual Property Rights either owned by the Supplier or its
third party licensors before the Master Services Agreement Commencement Date or
subsequently developed by or on behalf of the Supplier after the Master Services
Agreement Commencement Date other than in the provision of the Services.
Services: the services, including without limitation any Deliverables, to be provided
by the Supplier pursuant to a Service Contract.
Service Contract: an agreement for the provision of Services by the Supplier to MISL
agreed in accordance with clause 2.
Source Code: means computer programs and/or data in eye-readable form and in
such form that it can be compiled or interpreted into equivalent binary code
together with all technical information and documentation necessary for the use,
reproduction, modification and enhancement of such software.
Supplier Group: the Supplier, its subsidiaries or holding companies from time to
time and any subsidiary of any holding company from time to time.
Supplier Personnel: any employee, consultant, sub-contractor or agent of the
Supplier.

1.2 In this Master Services Agreement and each Service Contract, the
following rules apply:
(a) All defined terms used in this Master Services Agreement and any Service
Contracts formed under it shall have the meaning given to them in Clause
1.1.
(b) Clause, schedule and paragraph headings shall not affect the interpretation
of the Master Services Agreement or any Service Contract.
(c) A person includes a natural person, corporate or unincorporated body
(whether or not having separate legal personality).
(d) The schedules attached hereto form part of the Master Services
Agreement and shall have effect as if set out in full in the body of the
Master Services Agreement and any reference to this Master Services
Agreement includes the schedules to it.
(e) A reference to a company shall include any company, corporation or other
body corporate, wherever and however incorporated or established.
(f) Words in the singular shall include the plural and vice versa.
(g) A reference to one gender shall include a reference to the other genders.

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 (h) A reference to a statute or statutory provision is a reference to it as it is in
force for the time being, taking account of any amendment, extension, or
re-enactment and includes any subordinate legislation for the time being in
force made under it.
(i) A reference to writing or written includes faxes but not e-mail.
(j) References to this Master Services Agreement means these terms and
conditions and schedules as amended from time to time in accordance
with clause 8.
(k) References to clauses and schedules are to the clauses and schedules of
the Master Services Agreement or Service Contract (as applicable);
references to paragraphs are to paragraphs of the relevant schedule.
(l) Any words following the terms including, include, in particular 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.

2. SERVICE CONTRACT PROCESS

2.1 This Master Services Agreement governs the overall relationship of

the parties in relation to the Services provided by the Supplier to MISL,
and sets out:
(a) in this clause 2, the procedure for MISL to request the provision of Services
from the Supplier under separate Service Contracts;
(b) in Schedule 2, the template form of service contract to be entered into by
the Supplier and MISL; and
(c) in Schedule 1, the Applicable Terms that are deemed incorporated into
each Service Contract.

2.2 MISL shall be entitled from time to time to request in writing (which in
this instance, may be via email) the provision of any or all of the
Available Services from the Supplier.

2.3 Within 10 Business Days of receipt of a request from MISL or an

alternative timeline mutually agreed, the Supplier shall complete a
draft service contract containing the information referred to in the
template service contract annexed to this Master Services Agreement
at Schedule 2 and shall submit the draft service contract to MISL for its
written approval.

2.4 A Service Contract shall not enter into force, be legally binding or have
any other effect unless:
(a) the Service Contract contains the information required by the template
service contract at Schedule 2;

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 (b) the Service Contract has been signed by the authorised representatives of
both parties to it; and
(c) as at the date the Service Contract is signed, this Master Services
Agreement has not terminated.

2.5 Each Service Contract:

(a) shall be entered into by MISL and the Supplier;
(b) forms a separate contract between its signatories; and
(c) shall incorporate the Applicable Terms.

2.6 Any amendment to this Master Services Agreement agreed by MISL

and the Supplier in accordance with clause 8 shall be deemed to apply
to all future Service Contracts entered into after the date of such
amendment.

3. COMMENCEMENT AND TERM

This Master Services Agreement shall commence on the Master Services Agreement
Commencement Date and shall, unless terminated earlier in accordance with its
terms or by law, continue in force until terminated by a party to it giving the other
party not less than three months' prior written notice, such notice to expire no
sooner than on or after the 1st anniversary of the Master Services Agreement
Commencement Date.

4. LIMITATION OF LIABILITY

4.1 Nothing in this Master Services Agreement shall limit or exclude a

party's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its
employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and
Services Act 1982 (title and quiet possession) or any other liability which
cannot be limited or excluded by applicable law.

4.2 Subject to clause 4.1, the total liability of each party to the other
arising under or in connection with this Master Services Agreement
shall be limited to the payment of the average annual Charges
(calculated by reference to the Charges in successive 24 month
periods from the commencement of the Master Services Agreement
Commencement Date) paid and/or payable by MISL under all Service
Contracts to which it is a party.

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 4.3 Subject to clause 4.1 above, in no event shall either party be liable for
any loss of profits or revenue, loss of business or loss of data or for
any indirect, incidental, special, exemplary, punitive or consequential
damages incurred by the other Party arising under this Master
Services Agreement.

4.4 This clause 4 shall survive termination of the Master Services

Agreement.

5. TERMINATION

5.1 Without affecting any of its rights or remedies, either party to this
Master Services Agreement may terminate this Master Services
Agreement with immediate effect by giving written notice to the other
party if:
(a) the other party commits a material breach of any term of this Master
Services Agreement and (if such breach is remediable) fails to remedy that
breach within a period of 30 days after being notified in writing to do so;
or
(b) any of the events set out in clause 5.2 occur.

5.2 The following events constitute rights of termination for a party under
clause 5.1(b):
(a) the other party suspends, or threatens to suspend, payment of its debts or
is unable to pay its debts as they fall due or admits inability to pay its debts
or (being a company) is deemed unable to pay its debts within the meaning
of section 123 of the Insolvency Act 1986; or
(b) the other party commences negotiations with all or any class of its
creditors with a view to rescheduling any of its debts, or makes a proposal
for or enters into any compromise or arrangement with its creditors other
than (being a company) for the sole purpose of a scheme for a solvent
amalgamation of that other party with one or more other companies or
the solvent reconstruction of that other party; or
(c) a petition is filed, a notice is given, a resolution is passed, or an order is
made, for or in connection with the winding up of that other party (being a
company) other than for the sole purpose of a scheme for a solvent
amalgamation of that other party with one or more other companies or
the solvent reconstruction of that other party; or
(d) an application is made to court, or an order is made, for the appointment
of an administrator, or if a notice of intention to appoint an administrator
is given or if an administrator is appointed, over the other party (being a
company); or

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 (e) the holder of a qualifying floating charge over the assets of that other party
(being a company) has become entitled to appoint or has appointed an
administrative receiver; or
(f) a person becomes entitled to appoint a receiver over the assets of the
other party or a receiver is appointed over the assets of the other party; or
(g) a creditor or encumbrancer of the other party attaches or takes possession
of, or a distress, execution, sequestration or other such process is levied or
enforced on or sued against, the whole or any part of the other party's
assets and such attachment or process is not discharged within 14 days; or
(h) any event occurs, or proceeding is taken, with respect to the other party in
any jurisdiction to which it is subject that has an effect equivalent or similar
to any of the events mentioned in clause 5.2(a) to clause 5.2(h) (inclusive);
or
(i) the other party suspends or ceases, or threatens to suspend or cease,
carrying on all or a substantial part of its business.

5.3 Without affecting any of its rights or remedies, MISL may terminate
this Master Services Agreement on giving not less than three months’
written notice to the other. Upon any such termination for
convenience, MISL will be liable to pay for Services performed to the
satisfaction of MISL and in accordance with this Master Services
Agreement and liabilities incurred prior to termination including
reasonable committed and incurred costs as have been agreed in the
relevant Service Contract.

6. CONSEQUENCES OF TERMINATION

6.1 On termination of this Master Services Agreement, howsoever arising,

each Service Contract then in force at the date of such termination
shall nevertheless continue in full force and effect for the remainder
of the term of such Service Contract, unless earlier terminated in
accordance with the terms of such Service Contract.

6.2 Termination of any Service Contract shall not affect any other Service
Contract or this Master Services Agreement.

6.3 On termination of the Master Services Agreement:

(a) the accrued rights, remedies, obligations and liabilities of the parties as at
termination shall not be affected, including the right to claim damages in
respect of any breach of the Master Services Agreement which existed at
or before the date of termination; and
(b) clauses which expressly or by implication have effect after termination
shall continue in full force and effect, including: clause 1 (Definitions and

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 Interpretation), clause 4 (Limitation of liability), clause 6 (Consequences of
termination) and clause 16 (Governing law and jurisdiction).

7. DISPUTE RESOLUTION

7.1 If a dispute arises in relation to any aspect of the Master Services

Agreement or any Service Contract, the representatives of the
Supplier and MISL responsible for the administration of this the
Master Services Agreement or any Service Contract Agreement shall
first consult and discuss in good faith in an attempt to come to an
agreement in relation to the disputed matter. If the parties fail to
resolve the dispute at that level within a reasonable period of time
(having due regard for the nature of the dispute and the operational
necessity for its resolution), the dispute shall be escalated to the
respective responsible company directors within each party for
resolution.

7.2 If the dispute remains unresolved between the parties after fourteen
(14) days after it has been referred to the directors of the parties
pursuant to clause 7.1 above, then:
(a) if the parties so agree, the parties may proceed to mediation provided by
the Centre for Effective Dispute Resolution (or such other body as the
parties may agree); or
(b) the parties may employ any other method or procedure for the resolution
of disputes as may be agreed between them; and
(c) if no such agreement is reached between the parties pursuant to clauses
7.2 (a) and 7.2(b) above within a period of seven (7) days, both parties shall
be entitled to pursue the matter in law.

7.3 The Supplier shall provide all reasonable assistance to MISL in

resolving any dispute that may arise between MISL and the Customer
which relates in any way to the performance, acts or omissions of the
Supplier.

8. VARIATION

No variation of this Master Services Agreement shall be valid unless it is in writing

and signed by, or on behalf of, each of its parties by respective duly authorised
signatories.

9. WAIVER

9.1 A waiver of any right or remedy under this Master Services Agreement
is only effective if given in writing and shall not be deemed a waiver of
any subsequent breach or default. A failure or delay by a party to this

8
 Master Services Agreement to exercise any right or remedy provided
under this Master Services Agreement or by law shall not constitute a
waiver of that or any other right or remedy, nor shall it preclude or
restrict any further exercise of that or any other right or remedy.

9.2 No single or partial exercise of any right or remedy provided under

this Master Services Agreement or by law shall preclude or restrict the
further exercise of that or any other right or remedy.

10. SEVERANCE

10.1 If any court or competent authority finds that any provision of this
Master Services Agreement (or part of any provision) is invalid, illegal
or unenforceable, that provision or part-provision shall, to the extent
required, be deemed to be deleted, and the validity and enforceability
of the other provisions of this Master Services Agreement shall not be
affected.

10.2 If any invalid, unenforceable or illegal provision of this Master Services

Agreement would be valid, enforceable and legal if some part of it
were deleted, the parties to the Master Services Agreement shall
negotiate in good faith to amend such provision such that, as
amended, it is legal, valid and enforceable, and, to the greatest extent
possible, achieves such parties' original commercial intention.

11. ENTIRE AGREEMENT

11.1 This Master Services Agreement constitutes the entire agreement

between the parties and supersedes and extinguishes all previous
drafts, agreements, arrangements and understanding or agreement
between them, whether written or oral, relating to its subject matter.

11.2 Each party to this Master Services Agreement acknowledges that, in

entering into this Master Services Agreement, it has not relied on, and
shall have no right or remedy in respect of, any representation or
warranty (whether made negligently or innocently) that is not set out
in this Master Services Agreement.

11.3 Nothing in this clause 11 shall limit or exclude any liability for fraud.

12. ASSIGNMENT

Neither party shall, without the prior written consent of the other party
(such consent not to be unreasonably withheld or delayed), assign,
transfer, charge, mortgage, subcontract or deal in any other manner with

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 all or any of its rights or obligations under this Master Services
Agreement.

13. NO PARTNERSHIP OR AGENCY

Nothing in this Master Services Agreement is intended to, or shall operate to, create
a partnership between its parties, or to authorise either party to act as agent for the
other, and neither party to this Master Services Agreement shall have authority to
act in the name or on behalf of or otherwise to bind the other party in any way
(including the making of any representation or warranty, the assumption of any
obligation or liability and the exercise of any right or power).

14. THIRD PARTY RIGHTS

A person who is not a party to this Master Services Agreement shall not have any
rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
this Master Services Agreement.

15. NOTICES

15.1 Any notice or other communication required to be given to a party

under or in connection with this Master Services Agreement shall be in
writing (and in the English language) and shall be delivered by hand or
sent by air mail or recorded delivery by commercial courier or by fax
at the address or fax number specified in this clause 15.

15.2 The addresses for service of a notice or other communication under

this Master Services Agreement are as follows:
(a) Supplier:
(i) address: SUPPLIER Computer Services Ltd.| SCS Unit 12, MIDC
Kirkee, Maharashtra 440010, India
(ii) for the attention of: LEGAL DEPARTMENT
(iii) fax number: +91 20 xxxxxxxx
(b) MISL:
(i) address: ABC House, XYZ Road, London, United Ki
(ii) for the attention of: Commercial Director
(iii) fax number: +44 20 xxxxxxxxx

15.3 Any notice shall be deemed to have been duly received:

(a) if delivered personally, when left at the address and for the contact
referred to in this clause;

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 (b) if sent by air mail or recorded delivery, at 9.00 am on the seventh calendar
day after posting;
(c) if delivered by commercial courier, on the date and at the time that the
courier's delivery receipt is signed; or
(d) if sent by fax, at the time of transmission printed on the transmission
confirmation sheet provided that an error free transmission report has
been received by the sender and if the time of transmission is after 5.00
pm on a Business Day or at any time on a day that is not a Business Day the
notice shall be deemed to have been received at 9.00 am on the next
Business Day

15.4 This clause 15 does not apply to the service of any proceedings or
other documents in any legal action or, where applicable, any
arbitration or other method of dispute resolution. A notice required
to be given under or in connection with this Master Services
Agreement shall not be validly served if sent by e-mail.

16. GOVERNING LAW AND JURISDICTION

16.1 This Master Services 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.

16.2 The parties to this Master Services Agreement irrevocably agree that
the courts of England and Wales shall have exclusive jurisdiction to
settle any dispute or claim that arises out of or in connection with this
Master Services Agreement or its subject matter or formation
(including non-contractual disputes or claims).

17. PRECEDENCE

17.1 In the event of any conflict or inconsistency between the Master

Services Agreement and any Service Contract, the following order of
precedence shall apply (in decreasing order) to the extent of such
conflict or inconsistency:
(a) the Master Services Agreement; and
(b) the relevant Service Contract.

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IN WITNESS WHEREOF the parties hereto have signed by their duly authorised
representatives on the date first above written:

Signed for and on behalf of MISL IT SERVICES LIMITED

By .....................................................................................................

Name ................................................................................................

Title ..................................................................................................

Date .................................................................................................

Signed for and on behalf of SUPPLIER COMPUTER SERVICES LIMITED

By .....................................................................................................

Name ................................................................................................

Title ..................................................................................................

Date .................................................................................................

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 Schedule 1

Applicable Terms

1. TERM OF SERVICE CONTRACT

Each Service Contract shall come into force on the date it is executed by its parties in
accordance with clause 2 of the Master Services Agreement or such later date as is
specified in the Service Contract and shall continue, unless terminated earlier in
accordance with these Applicable Terms or by law, until the expiry of the term set
out in the Service Contract.

2. SUPPLY OF SERVICES

2.1 The Supplier shall supply the Services in accordance with these
Applicable Terms and any express terms set out in the Service
Contract.

2.2 The Supplier shall provide the Services from the date specified in the
Service Contract or, if no date is specified, from the date such Service
Contract comes into force in accordance with paragraph 1 of these
Applicable Terms.

2.3 The Supplier shall meet, and time is of the essence as to, any
performance dates specified in the Service Contract, always provided
that if no performance dates are so specified the Supplier shall
perform the Services within a reasonable time.

2.4 In supplying the Services, the Supplier shall:

(a) perform the Services with the highest level of care, skill and diligence in
accordance with best practice in the Supplier's industry, profession or
trade;
(b) co-operate with MISL in all matters relating to the Services, and comply with
all reasonable instructions of MISL;
(c) use personnel who are suitably skilled and experienced to perform tasks
assigned to them, and in sufficient number to ensure that the Supplier's
obligations are fulfilled;
(d) ensure that it obtains, and maintains all consents, licences and permissions
(statutory, regulatory, contractual or otherwise) it may require and which
are necessary to enable it to comply with its obligations in the Service
Contract;
(e) ensure that the Services and Deliverables will conform with all descriptions
and specifications set out in the Service Contract, and that the Deliverables

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 shall be fit for any purpose expressly or impliedly made known to the
Supplier by MISL;
(f) provide all equipment, tools, vehicles and other items required to provide
the Services unless the Services are to be provided Onsite or unless
otherwise agreed in the relevant Service Contract;
(g) Use its best endeavours to ensure that the Deliverables, and all goods,
materials, standards and techniques used in providing the Services are of
the best quality and are free from defects in workmanship, installation and
design;
(h) comply with all applicable laws and regulations;
(i) observe all health and safety rules and regulations and any other
reasonable security requirements that apply at any of MISL or Customer
premises;
(j) hold all MISL Materials in safe custody at its own risk, maintain MISL
Materials in good condition until returned to MISL, and not dispose of or
use the MISL Materials other than in accordance with MISL's written
instructions or authorisation;
(k) not knowingly do or omit to do anything which may cause MISL to lose any
licence, authority, consent or permission on which it relies for the purposes
of conducting its business, and the Supplier acknowledges that MISL may
rely or act on the Services; and
(l) not knowingly do or omit to do anything which may constitute, cause or
contribute to any breach by MISL of any licence or contract binding on
MISL;
(m) notify MISL in writing immediately upon the occurrence of a change of
control of the Supplier;
(n) use its best endeavours to make sure that nothing is done by it, its
employees, permitted agents or permitted sub-contractors in the provision
of the Services or otherwise which prevents or hinders MISL from
performing its obligations to the Customer under any agreement it has
with the Customer (providing MISL has made the Supplier aware of such
obligations); and
(o) be responsible for all acts, omissions, obligations and liabilities of the UK
Branch in terms of the Master Services Agreement and all Service
Contracts entered into thereunder..

2.5 In the event that MISL, acting reasonably, is of the opinion that the
Supplier Personnel provided by the Supplier is not capable of
providing the Services to the level stipulated by MISL, then MISL
reserves the right to require the Supplier to provide a suitable
replacement member of its Supplier Personnel, at no further cost to
MISL.

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3. ETHICAL BEHAVIOUR

3.1 The Parties shall not, and each Party shall ensure that its respective
Affiliates and personnel shall not, Induce or do or agree to do any
other act, failure to act or thing in connection with the provision of the
Services or any other agreement between any member of the
Supplier’s Group or its subcontractors (to the extent engaged by the
Supplier in providing the Services to MISL and any member(s) of the
MISL Group, including the performance or award of any such
agreement, that contravenes any applicable law or requirement of a
regulatory authority relating to anti-bribery and corruption or anti-
money laundering, including:
(a) the UK Bribery Act 2010 (and/or the laws and legislation it repeals), the
Proceeds of Crime Act 2002, the Theft Act 1968, the Fraud Act 2006 and
the Companies Act 2006;
(b) in the case of a Public Official, any Applicable Law applicable to the Public
Official in his capacity as such; and
(c) the principles described in the Convention on Combating Bribery of Foreign
Public Officials in International Business Transactions, signed in Paris on 17
December 1997, which entered into force on 15 February 1999, and the
commentaries to it (as amended and/or added to from time to time).

3.2 The Supplier undertakes, warrants and represents that it shall

maintain policies, procedures and guidelines that are applicable to all
members of the Supplier Group and Supplier personnel (including
subcontractors to the extent engaged by the Supplier in providing the
Services to MISL) and are intended and designed to prevent them
doing or failing to do any act or thing that contravenes any applicable
law or requirement of a regulatory authority relating to anti-bribery
and corruption or anti-money laundering, including a gifts and
entertainment policy requiring such persons not to undertake, offer,
promise, give, authorise, request, accept or agree any Inducement (or
to agree to do any of the foregoing).

3.3 The Supplier agrees to notify MISL and confirm the same promptly in
writing immediately upon discovering any instance where it has, or
any of its Affiliates or Supplier Personnel have, failed to comply with
any provisions of this paragraph 3.

3.4 Each Party agrees to notify the other as soon as reasonably practicable
upon becoming aware of any extortive solicitation, demand or other
request for anything of value, by or on behalf of any person (including
any Public Official) relating to the Service Contract, Master Services
Agreement or its subject matter.

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 3.5 Each Party shall hold harmless, indemnify and keep indemnified the
other Party and its successors assigns, officers, employees and
representatives against losses which it suffers or incurs in connection
with a breach of paragraph 3.1 and/or, in the case of the Supplier, a
breach of paragraph 3.2. This paragraph 3.5 shall not require a Party
to indemnify the Party for the amount of any fine constituting a
criminal penalty, to the extent that such indemnity would not be
permitted by applicable law.

3.6 Upon reasonable request by MISL from time to time the Parties shall
meet to discuss, agree and document any additions or amendments to
the requirements of this Service Contract or Master Services
Agreement that MISL considers necessary or appropriate to comply
with the requirements of, and implement appropriate checks,
controls, processes and procedures in relation to, the UK Bribery Act
2010 or any other applicable law relating to anti-bribery and
corruption or anti-money laundering.

3.7 Without prejudice to the Parties’ respective obligations to comply

with applicable law, if the Supplier or its Personnel receive a request
to audit or for information, data, access and/or any other
requirement, from any regulatory authority as contemplated by the
Service Contract or the Master Services Agreement:
(a) the Supplier shall promptly notify MISL in writing of such request;
(b) if MISL considers that the relevant regulatory authority may be acting
outside the scope of its lawful authority in making such request, MISL shall
notify the Supplier of the same and the Parties shall promptly discuss and
agree (acting reasonably) the relevant response to that regulatory
authority, provided that if MISL wishes the Supplier to cooperate with the
request notwithstanding any considerations as to the scope of the
regulatory authority’s lawful authority, the Supplier shall comply with all
instructions of MISL in relation to such request (subject always to the
provisions of the Service Contract and the Master Services Agreement),
noting that if MISL chooses to require the Supplier to comply with the
request in circumstances where the Supplier reasonably believes that the
regulatory authority is acting outside the scope of its lawful authority, such
compliance will be at the reasonable cost of MISL.

3.8 Breach of this paragraph 3 by the Supplier shall be deemed a material

breach incapable of remedy under paragraph 13.1(a).

4. SUPPLIER’S OBLIGATIONS

4.1 During the Term of each Service Contract in force from time to time,
the Supplier is retained to provide the Services to MISL and shall

16
 devote such of its time attention and abilities to MISL's business as
may be necessary for the proper performance of its duties under each
Service Contract.

4.2 The Supplier shall provide any equipment and materials it requires to
provide the Services except where otherwise agreed with MISL.

4.3 The Supplier warrants to MISL that:

(a) it shall discharge all of its obligations under each Service Contract in a
timely, prompt and diligent manner and with all reasonable due care, skill
and diligence and, without limiting the generality of the foregoing, in
accordance with good industry practice which for the purposes of each
Service Contract shall mean the exercise of that degree of skill, diligence
and foresight which would reasonably and ordinarily be expected from a
skilled and experienced supplier seeking in good faith to comply with its
contractual obligations, complying with all applicable laws and engaged in
the same type of undertaking and under the same or similar circumstances
or conditions;
(b) it will ensure that its obligations under the Master Services Agreement and
each Service Contract are at all times discharged by sufficient suitably
skilled and experienced staff (and in accordance with the relevant Service
Contract);
(c) it has full capacity, capability and authority to enter into perform the
Master Services Agreement and each Service Contract;
(d) the Master Services Agreement and each Service Contract is executed by a
duly authorised representative of the Supplier and once executed will
constitute a legal, valid and binding obligation on it and it is not party to
any agreement or arrangement which may prevent or hinder the proper
performance and discharge of its obligations under the Master Services
Agreement and each Service Contract;
(e) the Services shall comply in all respects to the written specifications set out
in the relevant Service Contract; and
(f) the Services shall be performed in compliance with all applicable laws,
enactments, orders, regulations, and other similar instruments.

4.4 Any time for performance of the Services shall be as specified in the
relevant Service Contract and time shall be of the essence. If no time
for performance of the Services is specified the Supplier shall procure
that the Services are performed within a reasonable time.

4.5 The Supplier undertakes that it shall: (i) keep detailed records
(excluding Supplier’s internal cost records) of all things done in
connection with the provision of the Services and shall at MISL’s
request make such records (excluding Supplier’s internal cost records)

17
 available for inspection and/or provide copies thereof to MISL; (ii) use
its best endeavours to promote and protect the interests of MISL
during the term of the Master Services Agreement; (iii) attend such
meetings relevant to the provision of the Services as MISL may
request and in relation thereto to prepare and submit any reports or
supply any information relating to the Services as may be required by
MISL from time to time in relation to each Service Contract; (iv)
comply with those policies and procedures of MISL (and any
Customer) relevant to the provision of the Services provided always
that such are communicated to the Supplier.

4.6 Without prejudice to MISL’s other rights and remedies, the Supplier
shall promptly rectify at its own expense any defects in the Services,
provided that such defects are made known to the Supplier as soon as
practicable.

4.7 The Supplier shall not accept any engagement or instructions which
would or might result in the creation of a conflict of interest in respect
of the Services or the business affairs of MISL. In the event that the
Supplier becomes aware of a potential conflict of interest, the Supplier
shall notify MISL immediately. The limitation in this paragraph 4.7
shall not apply to an engagement by a customer of the Supplier with
whom the Supplier had an existing bona fide relationship prior to the
date of receipt of request for relevant Services in accordance with
Clause 2 of the Master Services Agreement for which the end-user is
said bona fide customer and which have been disclosed in writing to
MISL as soon as possible following any request for Services by MISL in
accordance with Clause 2 of the Master Services Agreement and in
any event no later than the date of signature of any relevant Service
Contract. Furthermore, such limitation shall not preclude the Supplier
from accepting any engagement from such existing bona fide
customers in respect of business divisions or territories which are out
with those proposed in any request for Services made by MISL in
accordance with Clause 2 of the Master Services Agreement.

4.8 The Supplier shall maintain in force (at its own expense and with a
reputable insurer) for the term of this Agreement and for one year
after its termination or expiry suitable policies of insurance (including
but not limited to Professional Indemnity Cover) to cover loss and
damage relating to its obligations under the Master Services
Agreement and each Service Contract.

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5. MISL'S REMEDIES

5.1 If the Supplier fails to perform the Services in accordance with the
Service Contract or by the dates or times specified in paragraph 2.3 of
these Applicable Terms (for a reason other than the direct cause by
MISL or a relevant Customer), MISL shall, without limiting its other
rights or remedies (including but not limited to those in the Master
Services Agreement), have one or more of the following rights:
(a) to refuse to accept any subsequent performance of the Services which the
Supplier attempts to make;
(b) withhold from the Supplier the Charges, or any portion thereof, that are
allocable to the breach or non-conforming Services;
(c) to recover from the Supplier any costs incurred by MISL in obtaining
substitute services from a third party, such costs not to exceed 125% of the
charges that would have been payable to the Supplier in respect of the
provision of the relevant Services (unless a higher cap is agreed in the
relevant Service Contract);
(d) to exercise an option to require title to the Deliverables in question to pass
immediately to MISL, notwithstanding paragraph 6.1;
(e) where MISL has paid in advance for Services that have not been provided
by the Supplier, to have such sums refunded by the Supplier; or
(f) to claim damages for any additional costs, loss or expenses incurred by
MISL which are in any way attributable to the Supplier's failure to meet
such dates or times, such costs not to exceed 10% of the Service Contract
value.

5.2 The provisions of the Service Contract shall apply to any substituted or
remedial services provided by the Supplier.

5.3 The rights of MISL under the Service Contract and the Master Services
Agreement are in addition to its rights and remedies implied by
statute and common law.

6. TITLE TO DELIVERABLES AND MISL MATERIALS

6.1 Title to any Deliverables that are goods or in any physical media on
which Deliverables are stored shall pass to MISL on the later of their
delivery to MISL or payment of the undisputed Charges for them. The
Supplier warrants that it has full, clear and unencumbered title to all
such items, and that at the date of the transfer of title, it will have full
and unrestricted rights to transfer all such items to MISL.

6.2 All MISL Materials are the exclusive property of MISL.

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7. INTELLECTUAL PROPERTY AND DATA PROTECTION

7.1 Unless otherwise specified in the Service Contract, the Supplier shall
retain ownership of all Retained IPRs and MISL shall own all Assigned
IPRs, subject to payment of the relevant undisputed charges (unless
MISL has chosen to exercise its option under paragraph 5.1(d)).

7.2 Subject to paragraph 7.1, the Supplier hereby assigns to MISL, with full
title guarantee and free from all third party rights, the Assigned IPRs.

7.3 The Supplier hereby grants (and shall procure that any necessary third
parties similarly grant) MISL a worldwide, non-exclusive, royalty-free,
perpetual and irrevocable licence to use, copy, reproduce, modify and
distribute the Retained IPRs which are necessary for the receipt and
use of the Services and the Deliverables by MISL or the relevant
Customer. MISL may sub-licence such rights to its Customers.

7.4 The Supplier shall, promptly and reasonably at MISL's request, do (or
procure to be done) all such further acts and things and the execution
of all such other documents as MISL may from time to time require for
the purpose of securing for MISL the full benefit of the Service
Contract, including all rights, title and interest in and to the Assigned
IPRs (such assistance to be provided at the reasonable cost of MISL).

7.5 The Supplier shall obtain waivers of any moral rights in the
Deliverables to which any individual is now or may be at any future
time entitled under Chapter IV of Part I of the Copyright Designs and
Patents Act 1988 or any similar provision in any jurisdiction. Such
waivers shall be in favour of MISL and its licensees, sub-licensees,
assignees and successors in title to the Deliverables.

7.6 MISL grants the Supplier a non-exclusive, royalty-free, non-

transferable licence to use the Assigned IPRs for the term of the
relevant Service Contract in the provision of the Services to MISL in
accordance with the relevant Service Contract.

7.7 The Supplier indemnifies that the receipt, use and onward supply of
the Services by MISL and its licensees and shall not infringe the rights,
including any Intellectual Property Rights, of any third party and the
Supplier shall keep MISL indemnified in full against all costs, expenses,
damages and losses, including any interest, fines, legal and other
professional fees and expenses awarded against or incurred or paid by
MISL as a result of or in connection with any claim brought against
MISL for actual or alleged infringement of a third party's Intellectual

20
 Property Rights arising out of, or in connection with, the receipt, use
or supply of the Services and the Deliverables. This paragraph 7.7 of
these Applicable Terms shall survive termination of the Service
Contract.

7.8 In order to ensure that MISL complies with the provisions of data
protection legislation in force from time to time, the Supplier shall
ensure that all information of a personal nature which relates to MISL
or any MISL Group company (including without limitation any
employees of such, any clients of such, or any employees or customers
of such clients) to which the Supplier has access is treated with the
utmost confidentiality at all times and that all reasonable steps are
taken to prevent the unauthorised deletion, accidental loss, deliberate
loss or disclosure of such information.

7.9 If the Data is corrupted or lost as a result of any default, act or

omission which is solely attributable to Supplier, MISL shall have the
option to:
(a) require the Supplier at its own expense to restore or procure the
restoration of Data, or
(b) itself restore or procure the restoration of the Data and recover the
reasonable costs of doing so from the Supplier; and
(c) in the event that any Customer Data is lost or corrupted, demand from the
Supplier on an indemnity basis any sums claimed by the Customer as a
result of the loss or corruption of such Customer Data.

7.10 The following apply to all Data supplied by MISL or the Customer to
the Supplier:
7.10.1 Intellectual Property Rights in the Data shall remain vested in, and remain
the property of, MISL and/or the Customer (as appropriate);
7.10.2 the Supplier may use the Data solely for the purposes of, and to the
extent necessary, for the provision of the Services.

7.11 If the Master Services Agreement or any relevant Service Contract is

terminated or expires, any licence granted to the Supplier in relation
to the Data shall terminate automatically and the Supplier shall deliver
to MISL (or, if appropriate, the Customer) all Data then in the
Supplier’s possession or control in its then current format and ensure
that it destroys any copies of the Data. Where requested, the Supplier
shall provide suitable evidence to satisfy MISL that it has discharged its
obligations under this paragraph 7.11.

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 7.12 Both parties shall comply with the provisions of the Data Protection
Act 1984, the Data Protection Act 1998 and the Freedom of
Information Act 2000.

7.13 The Supplier shall make sure that it is correctly and appropriately
registered under the Data Protection Act 1984 and complies with
notification procedures under the Data Protection Act 1998 so that it
may:
(a) receive and give data to appropriate parties; and
(b) disclose information to MISL and/or the Customer as required under this
Service Contract.

7.14 Where the Supplier or any of its permitted sub-contractors processes

personal data as a data processor on behalf of MISL or the Customer
the Supplier shall, and shall procure its sub-contractors to:
(a) act only on instructions from the Customer or MISL; and
(b) comply with MISL or the Customer’s instructions in relation to the
processing of personal data as such instructions are given and varied from
time to time by MISL or the Customer; and
(c) at all times take all appropriate technical and organisational measures
against unauthorised or unlawful processing of personal data and against
accidental loss or destruction of, or damage to, personal data.

7.15 Freedom of Information - Where MISL has engaged the Supplier to

deliver Services to a Customer that is a Public Authority under the
meaning assigned under the Freedom of Information Act 2000, the
Supplier shall provide at no additional Charges reasonable support to
assist with responses to Information Requests made to the Customer.
Where the Customer makes a charge to the Information Requester for
the disclosure then MISL shall request that the Customer apportions
such charge as is levied, between the Customer, MISL and the Supplier
in proportion to the amount of work undertaken by each party to
comply with the Information Request. MISL shall request that the
Customer consults with MISL and in such instances and MISL shall use
reasonable endeavours to consult with the Supplier prior to disclosure
of any information relating to the Services. Where MISL considers it to
be appropriate then it shall request the Customer to consider the
information as being exempt from disclosure on the grounds that it
could damage the commercial interests of MISL and or the Supplier.

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8. CONFIDENTIALITY

8.1 A party (Receiving Party) shall keep in strict confidence all technical or
commercial know-how, technology, technical processes, business
affairs, finances, specifications, inventions, processes or initiatives or
any such information relating to a member of the other party’s Group,
supplier, or customer, which are of a confidential nature and have
been disclosed to, or otherwise obtained by, the Receiving Party by
the other party (Disclosing Party), its employees, agents or
subcontractors, and any other confidential information concerning the
Disclosing Party's business or its products or its services which the
Receiving Party may obtain (“Confidential Information”). For the
purposes of the Service Contract, the Assigned IPRs and the
Deliverables shall be deemed to be part of the confidential
information of MISL. The Receiving Party shall restrict disclosure of the
Disclosing Party's confidential information to such of its employees,
agents or subcontractors as need to know it for the purpose of
discharging the Receiving Party's obligations or, in the case of MISL,
exercising its rights, under the Service Contract, and shall ensure that
such employees, agents or subcontractors are subject to obligations of
confidentiality corresponding to those which bind the Receiving Party.

8.2 Upon termination or expiry of this Agreement for whatever reason the
Supplier shall deliver up to MISL all working papers or other material
(in whatever format it is stored) and copies provided to it pursuant to
the Service Contract and Master Service Agreement or prepared by it
either in pursuance thereof or previously.

8.3 The obligations of confidentiality set out in this paragraph 8 shall not
apply to material which (i) is in the public domain at the time of
disclosure or use by the Receiving Party other than by breach of the
Receiving Party of its obligations under the Service Contract or Master
Service Agreement; or (ii) is proved (by documentary evidence) to
already be in the possession of the Receiving Party and at its free
disposal prior to disclosure to it by the Disclosing Party; or (iii) has
been received by the Receiving Party from a bona fide third party
without breach of any obligations by such third party to the Disclosing
Party and with the right to disclose or use the same; or (iv) the
Receiving Party is requested or required by law or by any court or
governmental agency or authority to disclose, in which case the
Receiving Party will provide the Disclosing Party with prompt notice of
such request or requirement prior to such disclosure.

8.4 The Receiving Party shall only use the Confidential Information solely
for the purposes of performing its obligations in accordance with the
terms of the Service Contract and Master Services Agreement.

23
 8.5 The Receiving Party will exercise in relation to the Disclosing Party’s
Confidential Information no lesser security measures and degree of
care than those which the Receiving Party applies to its own
confidential information and in any event will exercise a reasonable
and appropriate degree of care and protection.

8.6 Without prejudice to any other rights or remedies that either party
may be entitled to, the parties acknowledge that damages may not be
an adequate remedy for breach of these confidentiality obligations
and agree that both parties will be entitled to seek the remedies of
injunction, specific performance and any other available equitable
relief for any threatened or actual breach.
8.7 No publicity or advertising shall be released by the Supplier in
connection with the subject matter of the Service Contract or Master
Services Agreement without the prior written approval of MISL.

8.8 This paragraph 8 of these Applicable Terms shall survive termination

of the Service Contract .

9. CHARGES, PAYMENT AND BENEFITS

9.1 In consideration for the provision of the Services, MISL shall pay the
Supplier the Charges in accordance with this paragraph 9 and the
relevant Service Contract. The Charges shall be paid in pounds sterling,
unless otherwise specified in the Service Contract.

9.2 Unless otherwise agreed in the Service Contract, the Supplier shall
invoice the Charges as detailed in the relevant Service Contract
however, the Supplier shall not issue any invoice until the relevant
Services and/or Deliverables have been accepted. Each invoice shall
include all reasonable supporting information required by MISL to
verify the accuracy of the invoice.

9.3 MISL shall pay each undisputed invoice which is properly due and
submitted to it by the Supplier, within 30 Business Days of receipt.
Any discrepancy on a submitted invoice shall be communicated to
Supplier within fifteen (15) Business Days and in the absence of any
written communication within the stipulated time, the invoice shall be
deemed correct and accepted. If either party fails to make any
payment on the due date the other party may charge that party
interest on the amount unpaid, at an annual rate equal to 3% above
the base rate of the Bank of England.

9.4 All amounts payable by MISL are exclusive of amounts in respect of

value added tax chargeable for the time being (VAT). Where any
taxable supply for VAT purposes is made under the Service Contract by

24
 the Supplier to MISL, MISL shall, on receipt of a valid VAT invoice from
the Supplier, pay to the Supplier such additional amounts in respect of
VAT as are chargeable on the supply of the Services at the same time
as payment is due for the supply of the Services.

9.5 The Supplier shall maintain complete and accurate records of the
Services provided under the Service Contract (and the time spent and
materials used by the Supplier in providing such Services), sufficient to
enable MISL to verify the accuracy of any invoices submitted pursuant
to such Service Contract. The Supplier shall allow MISL or its
representatives to inspect and take copies of such records at all
reasonable times on request.

9.6 Where requested to do so by MISL, the Supplier shall submit a

timesheet in such form as may reasonably be required by MISL which
confirms the number of days worked, and (if applicable) details of any
expenses claimed.

9.7 In the event of any dispute between the Supplier and MISL concerning
an invoice, the amount in dispute shall be resolved reasonably
between the parties and whilst matters are resolved MISL shall
forthwith pay to the Supplier any remaining undisputed balance under
that invoice in accordance with this Agreement.

9.8 No payment will be made by MISL in respect of holiday, sickness,

pension rights, redundancy pay or other benefits.

9.9 Nothing in this Agreement shall render the Supplier or any employee,
agent or consultant thereof an employee, worker, agent or partner of
MISL and the Supplier shall not hold itself out as such and shall
procure that any of its employees, agents or consultants shall not hold
himself out as such. The Supplier will be solely responsible for all tax
liabilities, national insurance contributions and any other costs, and
hereby indemnifies and agrees to keep indemnified MISL in respect of
any claim, expense, loss, penalty or other liability howsoever arising
out of the payment or non-payment of any tax liability to the Inland
Revenue or any other statutory or regulatory authority by the Supplier
arising out of the provision of Services by the Supplier under this
Agreement.

9.10 The Supplier shall ensure, throughout the term of the Agreement, that
neither it nor any of its Affiliates or any subcontractors, employees,
consultants or persons to whom the Supplier makes payment in
relation to the Services has in place any arrangement involving the use
of any scheme to avoid UK tax by diverting income of a UK resident
individual to a non-UK resident company, partnership or trust of the

25
 payments made under this Agreement, or on any transaction
connected with or resulting from this Agreement or the Services. This
paragraph shall apply where liability for UK tax and National Insurance
Contributions would exist were the UK resident person to be
employed directly by MISL or MISL’s client, and whether or not the
Supplier is based in the UK.

9.11 MISL shall have the right to terminate this Agreement for breach
forthwith, without liability or cost, in the event that: (i) the Supplier is
at any time in breach of paragraph 9.10; or (ii) MISL has good reason
to believe that the Supplier is or will in future be in breach of
paragraph 9.10; or (iii) any competent authority (including, without
limitation, Her Majesty's Revenue and Customs) instigates any
investigation or brings any charges against the Supplier in relation to
the use of a scheme of the type identified in paragraph 9.10.

9.12 The relevant working hours in relation to any Services being provided
shall be 8 hours during the hours of 08:00 to 18:00 in the local time
zone of the place of performance of the Services on (“Working
Hours”). Any extra working hours requested and approved by MISL
over and above the Working Hours shall be charged at 125% of the
rates for Working Hours agreed in the relevant Service Contract.

9.13 In relation to any working hours requested and approved by MISL to

be carried out outwith the Working Hours, a shift premium of 10%
over and above the rates for Working Hours agreed in the relevant
Service Contract shall be charged additionally.

9.14 In the event that the Services are being performed either at the offices
of MISL or at the premises of any Customer (“Onsite”), MISL shall
provide the Supplier Personnel with the requisite infrastructure
including desktops, office infrastructure, necessary software and
communication links at no extra cost to the Supplier.

9.15 Any Supplier requirement for Services to be performed outside of the

Working Hours or outside the window of 08:00 to 18:00 of the local
time zone shall be fully disclosed in the draft Service Contract to be
provided to MISL by the Supplier in terms of Clause 2.3 of the Master
Services Agreement. If such requirement is not disclosed or agreed by
MISL, then the rates agreed for Working Hours detailed in the relevant
Service Contract shall apply.

9.16 The rate card shown in Schedule 4 shall apply to charges payable under
any Service Contract, unless otherwise agreed by the parties in the
relevant Service Contract.

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10. NON-SOLICITATION

Supplier agrees not to solicit, offer employment to, nor use the services of any
employee of the other party who is involved in performing the Master Services
Agreement or any Service Contract (otherwise than by general advertising during
the term) and for a period of twelve (12) months from the date of termination or
expiry of the Master Services Agreement, except where the previous consent of the
other party has been obtained in writing.

11. INDEMNITY
11.1INDEMNITY BY SUPPLIER: The Supplier shall assume responsibility for, indemnify
MISL against and hold MISL and its employees and representatives harmless from:
(a) any loss, expenses or damage arising out of any claims of damage to real or
personal property, personal injury or death by any Party attributable to acts or
omissions of the Supplier or its employees or representatives,
(b) any claim for payment of compensation, salary, retirement benefits, or any
other fringe benefits asserted by an employee of the Supplier,
(c) any claim under paragraph 7.7;
(d) any loss, expenses or damage arising out of the Supplier’s breach of its
obligations under paragraph 8 (Confidentiality);
(e) any loss, expenses or damage arising out of any negligent or wilful act or
omission of the Supplier; or
(f) any loss, expenses or damage arising out of the Supplier’s breach of its
obligations under paragraph 7.12 and paragraph 7.13 (Data Protection).

11.2 INDEMNITY BY MISL: MISL shall assume responsibility for, indemnify the Supplier
against and hold the Supplier and its employees and representatives harmless from:
(a) any loss, expenses or damage arising out of any claims of personal injury or
death by any Party attributable to acts or omissions of MISL or its employees or
representatives,
(b) any claim for payment of compensation, salary, retirement benefits, or any
other fringe benefits asserted by an employee of MISL,
(c) any claim that any materials provided by MISL (unless such materials are third
party materials) to the Supplier for use in the provision of Services infringe a
copyright, patent, trademark or other intellectual property right of any third
party or
(d) any loss, expenses or damage arising out of the Supplier’s breach of its
obligations under paragraph 8 (Confidentiality).

11.3 The Party seeking to be indemnified shall (a) notify the indemnifying Party
promptly in writing the details of any allegation claim or loss (“Claim”) upon
becoming aware of such Claim, (b) make no admission relating to any Claims and (c)
allow the indemnifying Party to conduct and settle all negotiations and proceedings
and give the indemnifying Party all reasonable assistance in respect thereof.

11.4 The Supplier shall not be obliged to indemnify MISL under paragraph 11.1 (c) if
the claim mentioned therein arises out of:

27
 (a) any use of the Services by MISL in a manner or purpose not intended by the
Service Contract or against specific prior written instructions of the Supplier, or
(b) use of the Services in conjunction with third party materials or services if the
claim of infringement would not have arisen in the absence of such use.
(c) if the infringement is occasioned by modification to the Services not authorised
by the Supplier.

11.5 Customer shall not be obliged to indemnify Supplier under Section 11.2 (c) if
the claim mentioned therein arises out of:

(a) any use of the materials by the Supplier in a manner or purpose not intended by
the Service Contract or against specific instructions of MISL,
(b) use of the materials in conjunction with third party materials or services if the
claim of infringement would not have arisen in the absence of such use or
(c) the infringement is occasioned by modification to the materials not authorised
by MISL.

11.6 If the Services or Deliverables (or any part of them), are held to constitute an
infringement under paragraph 7.7, the Supplier shall at its own expense and as
directed by MISL:
11.6.1 procure for MISL, with MISL’s agreement, the right to continue using the
Services; or
11.6.2 modify the Services so that the Services are non-infringing without
materially detracting from their overall performance; or
11.6.3 replace the infringing Services with other non-infringing items or services
having a capability materially equivalent to the infringing Services;
or
11.6.4 where the remedies provided under paragraph 11.6.1 to 11.6.3 are not
available so as to avoid any infringement, be liable for the value of
such replacement services or part thereof together with additional
costs incurred in implementing and maintaining such replacement
services, such costs to be capped in accordance with paragraph 5.1
(c) and (e).

12. LIMITATION OF LIABILITY

12.1 Nothing in the Master Services Agreement or the Service Contract:

(a) shall limit or exclude the Supplier's or MISL's liability for:
(i) death or personal injury caused by its negligence, or the negligence
of its employees, agents or subcontractors;
(ii) fraud or fraudulent misrepresentation; or
(iii) breach of the terms implied by section 2 of the Supply of Goods
and Services Act 1982 (title and quiet possession) or any other
liability which cannot be limited or excluded by applicable law; or

28
 (b) shall limit or exclude the Supplier's liability under paragraphs 7.7,
7.9,11.1(c), 11.1 (d) 11.1 (e) or 11.1(f) of these Applicable Terms.

12.2 Subject to paragraph 12.1 of these Applicable Terms, MISL's total

liability to the Supplier, whether in contract, tort (including
negligence), breach of statutory duty, or otherwise, arising under or in
connection with each Service Contract shall be limited to the
maximum of the total Charges paid under the relevant Service
Contract.

12.3 Subject to paragraph 12.1 of these Applicable Terms, the Supplier's

total liability to MISL, whether in contract, tort (including negligence),
breach of statutory duty, or otherwise, arising under or in connection
with each Service Contract shall be limited to 125% of the total
Charges paid and/or payable under the relevant Service Contract,
unless a higher cap is agreed in the relevant Service Contract.

12.4 No amounts awarded or agreed to be paid under paragraph 7.7 shall

count towards the cap on the Supplier's liability under paragraph 12.3.

12.5 Subject to paragraph 12.1, neither party shall be liable whether in tort
(including for negligence or breach of statutory duty), contract,
misrepresentation, restitution or otherwise for any loss of profits, loss
of business, loss of revenue, loss or corruption of data or information,
or for any special, indirect or consequential loss costs, damages,
charges or expenses however arising under this Agreement.

12.6 This paragraph 12 of these Applicable Terms shall survive termination

of the Service Contract.

13. TERMINATION OF SERVICE CONTRACT

13.1 Without affecting any of its rights or remedies, either party to a

Service Contract may terminate it with immediate effect by giving
written notice to the other party if:
(a) the other party commits a material breach of any term of the Service
Contract and (if such breach is remediable) fails to remedy that breach
within a period of 30 days after being notified in writing to do so; or
(b) any of the events set out in paragraph 13.2 of these Applicable Terms
occur.

13.2 The following events constitute rights of termination under paragraph

13.1(b) of these Applicable Terms:
(a) the other party suspends, or threatens to suspend, payment of its debts or
is unable to pay its debts as they fall due or admits inability to pay its debts

29
 or (being a company) is deemed unable to pay its debts within the meaning
of section 123 of the Insolvency Act 1986; or
(b) the other party commences negotiations with all or any class of its
creditors with a view to rescheduling any of its debts, or makes a proposal
for or enters into any compromise or arrangement with its creditors other
than (being a company) for the sole purpose of a scheme for a solvent
amalgamation of that other party with one or more other companies or
the solvent reconstruction of that other party; or
(c) a petition is filed, a notice is given, a resolution is passed, or an order is
made, for or in connection with the winding up of that other party (being a
company) other than for the sole purpose of a scheme for a solvent
amalgamation of that other party with one or more other companies or
the solvent reconstruction of that other party; or
(d) an application is made to court, or an order is made, for the appointment
of an administrator, or if a notice of intention to appoint an administrator
is given or if an administrator is appointed, over the other party (being a
company); or
(e) the holder of a qualifying floating charge over the assets of that other party
(being a company) has become entitled to appoint or has appointed an
administrative receiver; or
(f) a person becomes entitled to appoint a receiver over the assets of the
other party or a receiver is appointed over the assets of the other party; or
(g) a creditor or encumbrancer of the other party attaches or takes possession
of, or a distress, execution, sequestration or other such process is levied or
enforced on or sued against, the whole or any part of the other party's
assets and such attachment or process is not discharged within 14 days; or
(h) any event occurs, or proceeding is taken, with respect to the other party in
any jurisdiction to which it is subject that has an effect equivalent or similar
to any of the events mentioned in paragraph 13.2(b) to paragraph 13.2(i)
(inclusive) of these Applicable Terms; or
(i) the other party suspends or ceases, or threatens to suspend or cease,
carrying on all or a substantial part of its business.

13.3 Without affecting any of its rights or remedies, MISL may terminate
the Service Contract:
(a) on giving not less than one months' written notice to the Supplier; or
(b) immediately if the main contract between MISL and a Customer (to which
any Service Contract relates) is terminated in accordance with its terms,
provided MISL provides reasonable evidence of Customer termination to
the Supplier or
(c) in the circumstances set out in paragraph 17 of these Applicable Terms.

30
14. CONSEQUENCES OF TERMINATION

14.1 Termination of a Service Contract shall not affect any other Service
Contract or the Master Services Agreement.

14.2 On termination of the Service Contract:

(a) the Supplier shall immediately deliver to MISL all Deliverables whether or
not then complete, and return all MISL Materials subsequent to receipt of
payment for undisputed invoices. If the Supplier fails to do so, then MISL
may enter the Supplier's premises and take possession of them. Until they
have been returned or delivered, the Supplier shall be solely responsible
for their safe keeping and will not use them for any purpose not connected
with this Master Services Agreement or relevant Service Contract;
(b) the Supplier shall, if so requested by MISL, provide all assistance
reasonably required by MISL to facilitate the smooth transition of the
Services to MISL or any replacement supplier appointed by it. MISL shall
pay for any such assistance at reasonable rates to be agreed between the
parties;
(c) the accrued rights, remedies, obligations and liabilities of the parties to the
Service Contract as at termination shall not be affected, including the right
to claim damages in respect of any breach of the Service Contract which
existed at or before the date of termination; and
(d) terms which expressly or by implication have effect after termination shall
continue in full force and effect, including: paragraph 7.7 (IPR indemnity),
paragraph 8 (Confidentiality), paragraph 12 (Limitation of liability),
paragraph 14 (Consequences of termination), paragraph 15 (Escrow),
clause 16 of the Master Services Agreement (Governing law and
jurisdiction) and clause 1 (Definitions and Interpretations) of the Master
Services Agreement.

15. ENTIRE AGREEMENT

15.1 The Service Contract constitutes the entire agreement between the
parties relating to its subject matter and supersedes and extinguishes
all previous drafts, agreements, arrangements and understanding or
agreement between them, whether written or oral, relating to its
subject matter.

15.2 Each party to the Service Contract acknowledges that, in entering into
the Service Contract, it has not relied on, and shall have no right or
remedy in respect of, any representation or warranty (whether made
negligently or innocently) that is not set out in the Service Contract.

15.3 Nothing in this paragraph 15 shall limit or exclude any liability for
fraud.

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16. THIRD PARTY RIGHTS

A person who is not a party to this Service Contract shall not have any rights under
the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such Service
Contract.

17. FORCE MAJEURE

Neither party to a Service Contract shall be liable to the other as a result of any
delay or failure to perform its obligations under the Service Contract if and to the
extent such delay or failure is caused by an event or circumstance which is beyond
the reasonable control of that party which by its nature could not have been
foreseen by such a party or if it could have been foreseen was unavoidable (“Event
of Force Majeure”), provided that it shall take all reasonable steps to overcome and
mitigate the effects of the Event of Force Majeure. If such an Event of Force Majeure
prevents the Supplier from providing any of the Services for more than 20 Business
Days, MISL shall have the right, without limiting its other rights or remedies, to
terminate the Service Contract by giving 1 months' written notice to the Supplier. On
the expiry of this notice period, the Service Contract will terminate.

18. GENERAL
The following clauses in the Master Services Agreement shall be deemed to be
incorporated in the Service Contract as if set out here, except that all references to
"Master Services Agreement" in such clauses shall be deemed to be references to
the Service Contract, all references to "party" shall be deemed to be references to a
party to the Service Contract:
(a) Clause 1 (Definitions and Interpretation);
(b) Clause 7 (Dispute Resolution)
(c) Clause 8 (Variation);
(d) Clause 9 (Waiver);
(e) Clause 10 (Severance);
(f) Clause 12 (Assignment);
(g) Clause 13 (No partnership or agency);
(h) Clause 15 (Notices); and
(i) Clause 16 (Governing law and jurisdiction).

32
 Schedule 2 Form of Service Contract

Part 1. This Service Contract is dated [INSERT] and made between:

(1) MISL IT SERVICES LIMITED incorporated and registered in Scotland with company
number AB9876 and having its registered office at ABC House, XYZ Road, London,
United Kingdom (“MISL”).
(2) SUPPLIER COMPUTER SERVICES LIMITED incorporated and registered in India with
company number 112233 and having its registered office at SCS Unit 12, MIDC
Kirkee, Maharashtra 440010, India (the “Supplier”).

Part 2. Background

(A) MISL and the Supplier have entered into a Master Services Agreement dated
[INSERT] (the “Master Services Agreement).
(B) In connection with the Master Services Agreement, MISL hereby appoints the
Supplier to provide the Services in accordance with the terms of this Service
Contract and the Master Services Agreement and the Supplier accepts the
appointment.

The parties agree that:

1. STRUCTURE

1.1 Unless otherwise defined in this Service Contract, terms used in this
Service Contract shall have the meaning given to them in clause 1 of
the Master Services Agreement.

1.2 The Applicable Terms set out in Schedule 1 of the Master Services
Agreement are incorporated into and form part of this Service
Contract, as varied and amended by the other provisions of this
Service Contract. The Supplier agrees that it shall provide the Services
in accordance with the Applicable Terms and as further set out in this
Service Contract.

2. TERM

2.1 This Service Contract shall commence on [INSERT DATE] (“Service

Contract Commencement Date”) and, unless terminated earlier in
accordance with the Applicable Terms, shall continue until [INSERT
DATE].

33
3. SERVICES

3.1 Overview of Services

[INSERT OVERVIEW]

3.2 Scope of Services

[INSERT SCOPE]

4. DELIVERABLES

The Supplier will provide the following deliverables to MISL (the “Deliverables”):

[INSERT DELIVERABLES]

5. RESOURCE MODEL

The Supplier proposes to use the following resources to deliver the Services:

[INSERT DETAILS]

6. TIMELINES AND SCHEDULE

The Services will be delivered in line with the following schedule:

[INSERT DETAILS]

7. CHARGES AND PAYMENT

7.1 [INSERT DETAILS OF BASIS OF FEE, EG FIXED FEE?]

7.2 [INSERT DETAILS OF INVOICING, EG MONTHLY IN ARREARS OR BASED

ON MILESTONES?]

7.3 All sums due under this Service Contract shall, unless the subject of a
bona fide dispute, be paid by MISL within thirty (30) Business Days of
the date of receipt of a proper invoice, which shall not be issued until
the relevant Services and/or Deliverables have been accepted. Any
discrepancy on a submitted invoice shall be communicated to Supplier
within fifteen (15) Business Days in the absence of any written
communication within the stipulated time, the invoice shall be
deemed correct and accepted. If either party fails to make any
payment on the due date the other party may charge that party

34
 interest on the amount unpaid, at an annual rate equal to 3% above
the base rate of the Bank of England.

7.4 The Charges do not include value added tax which shall be payable by
MISL to the Supplier at the then prevailing rate and in the manner
prescribed by law.

7.5 The Charges are the only amounts payable by MISL under this Service
Contract. All other costs, charges and expenses that relate to the
Supplier’s performance of its obligations under this Service Contract
and the provision of the Services shall be borne by the Supplier.

8. CO-OPERATION WITH OTHER SUPPLIERS

MISL may contract with other suppliers of products and services in connection with the
project that may need to interface or be used in conjunction with the Services. The
Supplier shall co-operate to a reasonable extent with all such other suppliers.

9. NAMED CONTACTS

The following persons shall be the points of contact in relation to this Service
Contract:

Name of Contact Designation of Contact

MISL

SUPPLIER

10. VARIATION

This Service Contract shall not be varied or amended unless such variation or
amendment is agreed in writing by a duly authorised representative of MISL on
behalf of the MISL and by a duly authorised representative of the Supplier on behalf
of the Supplier.

11. ADDITIONAL TERMS

[INSERT ANY ADDITIONAL TERMS OR VARIATIONS TO THE SERVICE CONTRACT]

12. NOTICES
MISL's address for notices for the purposes of clause 15 of the Master Services
Agreement is:

35
 address: ABC House, XYZ Road, London, United Kingdom

for the attention of: Commercial Director

fax number: +44 20 xxxxxxxx

The Supplier's address for notices for the purposes of clause 15 of the Master
Services Agreement is:

address: Supplier Computer Services Ltd.| SCS Unit 12, MIDC Kirkee, Maharashtra
440010, India

for the attention of: [LEGAL DEPARTMENT]

fax number: [+91 40 6683 3040]

IN WITNESS WHEREOF the parties hereto have signed by their duly authorised
representatives on the date first above written:

Signed for and on behalf of MISL IT Services Limited

By .....................................................................................................

Name ................................................................................................

Title ..................................................................................................

Date .................................................................................................

Signed for and on behalf of The Supplier

By .....................................................................................................

Name ................................................................................................

Title ..................................................................................................

Date .................................................................................................

36
 Schedule 3 Available Services

1. Staff Augmentation

2. T&M Engagements: The supply of skills on a Time and Materials basis.

3. Fixed priced projects: Delivering fixed priced projects.

4. Any other services agreed between the parties from time to time.

37
 Schedule 4 Charges

Rate Card

Application Development & Maintenance Testing Support

ROLE RATES ROLE RATES ROLE RATES
Onsite Onsite Onsite
Landed Offshore Landed Offshore Landed Offshore
Rate Rate Rate
Senior Senior
Support
Project Test
Lead
Manager Manager
Project Test Support
Manager Manager Analyst
Solution Senior
Architect Tester
Design QA
Engineer Analyst
Senior
Tester
Developer
Developer

1
1