Qiddiya Investment Company Legal Requirements Document - Schedule 1

QIDDIYA INVESTMENT COMPANY
LEGAL REQUIREMENTS DOCUMENT - SCHEDULE 1
This document contains confidential and proprietary information of Qiddiya Investment Company ( “QIC”) and is QIC Confidential
Information. It is furnished for evaluation purposes only. Except with the express prior written permission of QIC this document and the
information contained herein may not be published, disclosed, or used for any other purpose.
QPMO-410-CT-02186 Asset Maintenance Software Page 1 of 84

SUPPLIER GUIDELINES
These Requirements Documents contain the key legal and commercial terms and conditions that the Supplier must comply with. The Supplier must respond to the
requirements contained in the Requirements Documents according to the instructions provided below. The Supplier’s response must be in the prescribed format. The
Supplier’s response will form a critical basis of QIC’s evaluation selection process. Suppliers should provide clear, concise, and reasonable responses. The Supplier should
not postpone a response. “The Supplier would be happy to discuss this at a later time” is an example of a postponed response.
QIC may, in its sole discretion, disregard responses that do not comply with these instructions.
GENERAL INSTRUCTIONS
The Supplier will use the electronic version of the Requirements Documents (provided with the RFP materials) to respond to the requirements. The Supplier will not make
any changes to formatting or text styles in the overall document.
The Supplier should save the file as the original filename prefixed with “[INSERT SUPPLIER NAME] Proposal”. All files submitted by the Supplier should use the same
prefixed identifier. The Supplier will return the completed file, with the new file name, as part of its overall response to the RFP.
RESPONSE INSTRUCTIONS
The Supplier will respond to requirements contained in the Requirements Documents in only one of the following three ways for each of the individual cells:
1. Compliance: Most of the requirements in the Requirements Documents contain the expected responsibilities of the Supplier associated with the Products and Services.
These requirements are intended to elicit the concurrence of the Supplier that it will perform the requirement as written. If the Supplier has read, understood, and will
comply with a requirement exactly as written, the Supplier will:
1.1 enter a “Y” in the “Comply Y/N” column. (“Y” stands for “Yes”, and indicates that the Supplier will comply in full with the requirement as written); and
1.2 not enter any additional information into the cell in the “Supplier Response” column.
2. Non-compliance: If the Supplier does not agree to comply with a requirement as written, and/or has some modifications to requirement language, and/or has an
alternative approach to meeting the requirement, and/or believes that a requirement is not relevant (e.g. because it relates to hardware, and the Supplier will not be
providing any hardware), the following must be done:
2.1 place the letter “N” in the Comply column. (“N” stands for “No”, and indicates the Supplier does not agree with the requirement as written);

2.2 copy and paste the requirement from the “Requirements” column into the corresponding cell in the “Supplier Response” column on the right side of the
page;
2.3 the Supplier should then make its proposed revision to the requirement language by striking out word(s) and/or inserting the desired language to the text
in the “Supplier Response” column. Make sure that the entire text of the original requirement is contained in the “Supplier Response” column, and strike
out the original text or add proposed changes that are clearly visible in order to see the original text along with proposed changes;
2.4 after completing the proposed revision, the Supplier may add a concise explanation concerning the reason for the proposed revision within the cell in
the “Supplier Response” column. The explanation should be separate and distinct from the marked-up text, and should come after indicating the proposed
changes (e.g. “This requirement relates to hardware, and Supplier will not be providing any hardware to QIC.”; and
2.5 the Supplier should not view the possibility of requesting changes as an opportunity to re-write the RFP. QIC expects the Supplier to comply with the
requirements as written and compliance with the Requirement Documents will be an important component of the evaluation of Supplier’s response to
the RFP, and changes should only be made on an exceptional basis only.
3. Describe How: For Requirements that ask the Supplier to describe how it will meet the requirements or require a descriptive response, the Supplier should enter a
concise but complete description of how the Supplier will meet the requirement in the corresponding cell under the column labelled “Supplier Response”. If additional
information is needed to fully explain the Supplier’s approach and description, the Supplier should provide an appendix to its response and clearly indicate where the
additional information is located in the appendix. The Supplier should avoid referring to appendix information wherever possible for readability and conciseness of
the overall RFP response.

Ref Comply Supplier
Response
Y/N
S1-1 1. SERVICES AND DELIVERABLES
S1-2 1.1 Definition of Services
S1-3 1.1.1 The Services to be performed by Supplier shall consist of:
S1-4 (a) the services, tasks, functions and responsibilities described in this Schedule 1;
S1-5 (b) the services, tasks, functions and responsibilities described in any Order;
S1-6 (c) the services, tasks, functions and responsibilities as would be expected of a world class provider of services
which are the same as or similar to the services set out in this Schedule 1 and relevant Order; and
S1-7 (d) any other services, tasks, functions, and responsibilities reasonably required to provide the services set out in
this Section 1.1.1.
S1-8 1.2 Service Locations and Service Hours
S1-9 1.2.1 Supplier shall provide the Services and Deliverables at the relevant locations and during the hours specified in the
relevant Order.
S1-10 2. ORDERS
S1-11 2.1 Any agreement for the provision of Products or Services by Supplier shall be documented as an Order using the template set out
in Annex 1-A (Order Template).
S1-12 2.2 Where QIC requests Products or Services, Supplier shall provide a completed draft Order for QIC to review, within [five (5)]
Business Days of receipt of QIC’s request. QIC shall review the draft Order and respond with any comments or queries as soon
as reasonably practicable. Supplier shall incorporate all reasonable requests for changes to the draft Order from QIC, within [five
(5)] Business Days of receipt of any QIC request.
S1-13 2.3 An Order shall only be legally binding when it is validly executed on behalf of both Parties.
QPMO-410-CT-02185 Qiddiya Ticketing, F&B & POS systems Page 4 of 84

Ref Comply Supplier
Response
Y/N
S1-14 2.4 Changes to an Order which do not involve the introduction of new Products or Services shall be made in accordance with Section
8 (Change Management). Any new Products or Services shall be the subject of a new Order in accordance with this Section .
S1-15 2.5 [Where the Parties expressly agree in an Order that Deliverables are to be provided pursuant to an “Agile” methodology, Sections
6 (Delivery, Acceptance and Delay), 7 (QIC Dependencies), 8 (Change Management), 9 (Governance), 10.1 (Approval and
Replacement of Supplier Personnel) and 10.2 (Key Personnel) shall not apply to such Deliverables and the provision of such
Deliverables shall instead be governed by Part H (Agile Methodology). Other than Deliverables that will be provided pursuant
to an “Agile” methodology, Sections 6 (Delivery, Acceptance and Delay), 7 (QIC Dependencies), 8 (Change Management), 9
(Governance), 10.1 (Approval and Replacement of Supplier Personnel) and 10.2 (Key Personnel) shall apply to all other Products
and Services provided by Supplier pursuant to an Order.]
S1-16 3. COOPERATION
S1-17 3.1 Each Party shall:
S1-18 3.1.1 cooperate in good faith with the other Party by making information available, where such information is in its possession
and is disclosable, and providing approvals (or rejections rather than approvals), as required in this Agreement or
reasonably requested by the other Party within the time periods specified herein or, where no time period is specified,
within a reasonable time period; and
S1-19 3.1.2 act in a cooperative manner in dealing with the other Party in connection with this Agreement.
S1-20 3.2 Notwithstanding Section 3.1, Supplier acknowledges that QIC has limited resources and shall act reasonably in requesting
meetings, information and approvals from QIC.
S1-21 3.3 Supplier acknowledges that QIC’s professional advisors and third party suppliers may participate in the provision, receipt or use
of Products or Services. If QIC performs itself or hires one (1) or more professional advisors or third party suppliers to provide
services to QIC or on QIC’s behalf, Supplier shall provide QIC and such third party suppliers with such cooperation, assistance
and information as QIC may reasonably request, and shall consult with such professional advisors and third party suppliers and
QIC regarding the performance of services by QIC, the professional advisors and third party suppliers, so that Supplier, the
professional advisors and third party suppliers provide service to QIC in as seamless a manner as is reasonably possible.

Ref Comply Supplier
Response
Y/N
S1-22 3.4 Supplier shall promptly notify QIC if it becomes aware of an act or omission of a professional advisor or third party supplier,
and such act or omission may cause a problem or delay in providing Products or Services. In such a case, Supplier shall work
with QIC and such professional advisor or third party supplier to prevent or circumvent such problem or delay.
S1-23 4. STANDARDS
S1-24 4.1 Supplier shall ensure that the Products and Services are provided:
S1-25 4.1.1 at least to the same degree of accuracy, completeness, efficiency, quality, responsiveness and timeliness as is provided
by well-managed suppliers providing products and services similar to the Products and Services;
S1-26 4.1.2 promptly, using reasonable skill and care and in a professional and diligent manner;
S1-27 4.1.3 using a sufficient number of properly trained and qualified Supplier Personnel;
S1-28 4.1.4 in accordance with:
S1-29 (a) [the Service Levels, if any, specified in the relevant Order;]
S1-30 (b) any time for performance specified in this Agreement or any Order and if no time for performance is specified,
within a reasonable time period given the nature and extent of the relevant Product or Service;
S1-31 (c) Good Industry Practice;
S1-32 (d) QIC Policies;
S1-33 (e) QIC Data and Security Standards;
S1-34 (f) QIC BCDR Standards;
S1-35 (g) The Open Group Architecture Framework version 10.0;
S1-36 (h) Unified Modelling Language version 2.5;

Ref Comply Supplier
Response
Y/N
S1-37 (i) Information Technology Infrastructure Library version 4;
S1-38 (j) Control Objectives for Information and Related Technology version 5.0 and above;
S1-39 (k) Payment Card Industry Data Security Standard version 4.0;
S1-40 (l) Payment Application Data Security Standard version 4.0;
S1-41 (m) Cloud Security Alliance Controls Matrix version 4.0;
S1-42 (n) Open Web Application Security project version ‘Top 10 - 2021’;
S1-43 (o) CMMi level 5;
S1-44 (p) PRINCE2 or PMI;
S1-45 (q) applicable ISO (International Standards Organisation) standards, specified in an Order;
S1-46 (r) Supplier’s own methodologies and approaches to enterprise architecture design, implementation and operation
and quality approval processes; and
S1-47 (s) any other standards agreed by the Parties and included in the relevant Order.
S1-48 5. APPROVALS
S1-49 5.1 Subject to Section 6.2 (Acceptance) with respect to the Acceptance of Products and Services, approvals, consents, agreement,
decisions, directions, determinations, acceptances, requests, commitments or the like that may be given pursuant to the
Agreement and an Order (Approval) will not be effective, may not be relied upon by the other Party and will be at the other
Party’s risk unless the Approval is given by:
S1-50 5.1.1 the QIC Program Manager on behalf of QIC;
S1-51 5.1.2 Supplier Program Manager on behalf of Supplier; or

Ref Comply Supplier
Response
Y/N
S1-52 5.1.3 a designee appointed by QIC Program Manager or Supplier Program Manager from time to time, by giving notice to
the other Party in writing.
S1-53 6. DELIVERY, ACCEPTANCE AND DELAY
S1-54 6.1 Delivery
S1-55 6.1.1 Supplier shall provide the Products and Services in order with the Order Plan and by the relevant Milestone Date set
out in the relevant Order.
S1-56 6.2 Acceptance
S1-57 6.2.1 Payment by QIC for any Product or Service shall not constitute QIC’s Acceptance of such Product or Service.
S1-58 6.2.2 Products or Services shall be Accepted by QIC when the Acceptance Criteria, if any, specified in the relevant Order
have been met. Where specific Acceptance Criteria are not included in an Order for a Product or Service, QIC may
refuse to accept any Product or Service that does not conform to the QIC Requirements.
S1-59 6.2.3 QIC shall Accept or reject each Product or Service within a [thirty (30)] Business Day period beginning on the date
Supplier provides QIC with the relevant Product or Service. Failure to Accept or reject a Product or Service within this
time period shall not be treated as deemed Acceptance.
S1-60 6.2.4 Where QIC rejects a Product or Service, Supplier shall rework and resubmit the relevant Product or Service within [five
(5)] Business Days of its receipt of notice of rejection from QIC. This procedure shall be repeated each time Supplier
submits a Product or Service for Acceptance until Supplier achieves Acceptance of the relevant Product or Service.
S1-61 6.2.5 Following Acceptance of a Product or Service, QIC shall provide Supplier with a signed Acceptance Certificate.
S1-62 6.3 Delay
S1-63 6.3.1 If Supplier becomes aware of any circumstance that could cause any obligation under this Agreement or an Order to
not be performed by the date required under the Order, Supplier shall promptly notify QIC and provide QIC with
information regarding:

Ref Comply Supplier
Response
Y/N
S1-64 (a) the cause of the delay;
S1-65 (b) the effect of the delay; and
S1-66 (c) the steps it is taking to minimise the delay.
S1-67 6.4 Failure to meet Milestones
S1-68 6.4.1 Supplier recognises that its failure to meet a Milestone Date for a Product or Service to be provided under an Order
(Milestone Default) may have a material adverse impact on the business and operations of QIC and that the damage
from Supplier’s failure to meet any Milestone Date is not capable of precise determination. Accordingly, in the event
that Supplier fails to meet a Milestone Date for a Product or Service, then, in addition to any other remedies as may be
available to QIC under this Agreement or in law (including the right to terminate in accordance with Clause 12.2.4
(Termination for Cause by QIC) of the Terms and Conditions), QIC shall recover from Supplier for such failure to meet
a Milestone Date, monetary compensation as calculated in accordance with Section 6.5 (Calculation of Delay Credits
for Implementation) (Delay Credits).
S1-69 6.5 Calculation of Delay Credits for Implementation
S1-70 6.5.1 The applicable Order shall set out the applicable Milestone Dates and the corresponding Acceptance Criteria,
performance indicators or measurement criteria for determining the occurrence of a Milestone Default.
S1-71 6.5.2 Subject to Clause 9 (Force Majeure) of the Terms and Conditions and to Section 6.5.3, if a Product or Service does not
achieve Acceptance by the relevant Milestone Date, QIC shall be entitled to claim Delay Credits from Supplier as
follows:
S1-72 (a) during the first calendar week immediately following a Milestone Date, or such other period of time specified
in an Order (the Grace Period), Supplier shall deploy all necessary resources to complete the Milestone and,
without prejudice to QIC’s other rights and/or remedies under this Agreement, QIC shall not be entitled to
Delay Credits during the Grace Period; and
S1-73 (b) immediately following the Grace Period, and for each week of delay thereafter, QIC shall be entitled to Delay
Credits per week of [ten per cent. (10%)] of the value of the total Charges payable under the relevant Order.

Ref Comply Supplier
Response
Y/N
S1-74 6.5.3 The total amount of Delay Credits that QIC may claim in accordance with this Section 6.5 (Calculation of Delay Credits
for Implementation) shall not exceed [thirty per cent. (30%)] of the value of the total Charges payable under the relevant
Order.
S1-75 6.6 Delay Credit deducted from Invoice
S1-76 6.6.1 In the event that QIC is entitled to a Delay Credit under an Order, the amount of such Delay Credit shall be deducted
from any Supplier invoice(s) payable following the Milestone Default(s) giving rise to the Delay Credit.
S1-77 6.6.2 If no further Charges fall due after the Delay Credit accrues or the amount of the Delay Credit exceeds the amount of
the Charges that fall due after the Delay Credit accrues, Supplier shall issue a credit note to QIC and a sum equal to any
such Delay Credit then outstanding shall be repayable by Supplier to QIC as a debt.
S1-78 6.7 Status of Delay Credits
S1-79 6.7.1 The Parties each acknowledge and agree that the Delay Credits:
S1-80 (a) are a price adjustment to reflect the reduced level of Products or Services provided by Supplier; and
S1-81 (b) are not an estimate of the loss or damage that may be suffered by QIC as a result of a Milestone Default,
penalties or liquidated damages.
S1-82 6.7.2 Payment of a Delay Credit by Supplier is without prejudice to, and shall not limit, any right QIC may have:
S1-83 (a) to damages or non-monetary remedies at law resulting from, or otherwise arising in respect of, such Milestone
Default; or
S1-84 (b) to terminate in accordance with Clause 12.2 (Termination for Cause by QIC) of the Terms and Conditions.
S1-85 7. QIC DEPENDENCIES
S1-86 7.1 Identification of QIC Dependencies

Ref Comply Supplier
Response
Y/N
S1-87 7.1.1 QIC shall perform the QIC Dependencies by the times specified in the applicable Order, or if a time is not specified,
within a reasonable period as determined by QIC, having consulted with Supplier.
S1-88 7.1.2 The QIC Dependencies shall be listed in full in the applicable Order. QIC shall only be required to perform further QIC
Dependencies in addition to such QIC Dependencies as are set out in the applicable Order in accordance with the
following process:
S1-89 (a) either Party may identify specific additional tasks that could be performed by QIC;
S1-90 (b) unless otherwise approved by the QIC Program Manager in writing, QIC shall only be required to perform
additional QIC Dependencies if the task both:
S1-91 (i) can practically be performed by QIC (or an existing third party supplier of QIC); and
S1-92 (ii) cannot practically be performed by, or on behalf of, Supplier;
S1-93 (c) if QIC is to perform an additional QIC Dependency then it shall have sufficient time (as reasonably determined
by QIC) in which to perform such QIC Dependency; and
S1-94 (d) Supplier shall reimburse QIC for any reasonable costs (whether internal or external) that are incurred by QIC
in performing any additional QIC Dependencies.
S1-95 7.2 Failure of QIC to perform QIC Dependencies
S1-96 7.2.1 Supplier shall be able to claim relief from liability for not performing its directly affected obligations pursuant to this
Agreement or relevant Order if, and to the extent:
S1-97 (a) the relevant non-performance directly results from QIC failing to perform a QIC Dependency (a Failed QIC
Dependency Event);
S1-98 (b) Supplier:

Ref Comply Supplier
Response
Y/N
S1-99 (i) as soon as reasonably practicable (and in any event no later than [five (5)] Business Days) following
becoming aware of such Failed QIC Dependency Event, provides QIC with written notice of its
intention to rely on this Section 7.2.1 (the Failed QIC Dependency Notice);
S1-100 (ii) uses Commercially Reasonable Efforts to perform its own obligations under the relevant Order (or to
minimise the impact of such non-performance) notwithstanding any matters referred to in a Failed
QIC Dependency Notice;
S1-101 (iii) recommences performance immediately following resolution of the failure to perform a QIC
Dependency; and
S1-102 (iv) the Failed QIC Dependency Notice shall:
S1-103 (A) identify the cause or causes of the delay or interruption;
S1-104 (B) provide details of the delay or interruption and expected duration; and
S1-105 (C) identify clearly which Products or Services or other obligations pursuant to this Agreement
or relevant Order are to be affected and, in the reasonable opinion of Supplier, the extent to
which they are to be affected.
S1-106 7.2.2 Where Supplier claims relief pursuant to Section 7.2.1, and QIC subsequently fails to perform the relevant QIC
Dependency:
S1-107 (a) within [three (3)] Business Days of such notification; and
S1-108 (b) the same is not caused by Supplier’s failure to comply with this Agreement or the applicable Order,
S1-109 and Supplier is prevented from completing a Deliverable by the relevant Milestone Date (notwithstanding Supplier
using Commercially Reasonable Efforts to meet such date) then the Milestone Date shall be extended by a period equal
to the delay to reflect such impact.

Ref Comply Supplier
Response
Y/N
S1-110 7.2.3 Notwithstanding Clause 16.14 (Remedies Cumulative), the Supplier’s exclusive rights and remedies in relation to a
failure by QIC to perform a QIC Dependency are to seek relief for a Failed QIC Dependency Event under Section 7.2.1.
S1-111 8. CHANGE MANAGEMENT
S1-112 8.1 Change Management Procedure
S1-113 8.1.1 The Parties may agree to make Changes. Either Party may request a Change by issuing a change request using the
template set out in Annex 1-B (Change Request Template) to the other party detailing the scope of the Change. The
Parties shall thereafter discuss the proposed Change and each Party shall, if requested by the other, provide such further
information that the other reasonably needs to consider the change request and give due consideration to the change
request where it results from a legal or regulatory requirement.
S1-114 8.1.2 A change request shall only be legally binding when it is validly executed on behalf of both Parties. As soon as the
change request is executed on behalf of both Parties, this Agreement or the relevant Order shall immediately be deemed
to have been varied in accordance with the terms of the change request.
S1-115 8.2 Price Sensitive Changes
S1-116 8.2.1 A change request shall only give rise to an increase in the Charges (a Price Sensitive Change) where such change is a
material addition, variation or reduction to the Products or Services and would result in a net change in Supplier’s
resources used, or net costs incurred in providing the Products or Services.
S1-117 8.2.2 For Price Sensitive Changes, Supplier will propose a Change to the Charges through the Change Management Procedure
that:
S1-118 (a) is equitable; and
S1-119 (b) is proportional to the net material increase or decrease in Supplier’s resources and costs in providing the
Products and/or Services as a result of such Change, with Supplier using Commercially Reasonable Efforts to
minimise increases to such resources and costs, including redeploying resources that are no longer required
(and which may include a reasonable profit element in proportion to such changed resources and costs).

Ref Comply Supplier
Response
Y/N
S1-120 8.2.3 As part of the Change Management Procedure, Supplier will reasonably propose an adjustment to the Charges that
complies with Section 8.2.2, and Supplier will:
S1-121 (a) provide an analysis of the reasons for Supplier’s assessment of the impact of the Change on its resources and
costs, together with any applicable supporting documentation;
S1-122 (b) demonstrate each component of the increase or decrease in Supplier’s costs, and resources and costs associated
with the Change;
S1-123 (c) demonstrate that the adjusted Charges are market competitive, including by providing a reasonable sample of
comparable transactions;
S1-124 (d) provide reasonable evidence that Supplier is performing efficiently and that resources and costs relating to
both the making of the Change and the affected Products and/or Services will be minimised;
S1-125 (e) in the case of a proposed increase in the Charges, where reasonably requested by QIC, propose reasonable
alternatives which may have an impact on the Products and/or Services, but which accommodate the Change
without increasing the Charges;
S1-126 (f) provide details of how the proposed change to the Charges will apply and, in the case of proposals involving
a one-time charge and at QIC’s request, Supplier will propose an alternative to the one-time charge using
adjustments to the existing Charges; and
S1-127 (g) provide any other relevant supporting information reasonably requested by QIC to verify such proposed
change.
S1-128 8.2.4 Any change to the Charges for a Price Sensitive Change will be subject to QIC’s Approval.
S1-129 8.3 Mandatory Changes
S1-130 8.3.1 Supplier shall not withhold its consent to any of the following types of changes required by QIC:
S1-131 (a) changes required by Applicable Law;

Ref Comply Supplier
Response
Y/N
S1-132 (b) changes to QIC Policies;
S1-133 (c) changes which are stated in this Agreement to be at QIC’s discretion or where otherwise described as a
Mandatory Change elsewhere in this Agreement; or
S1-134 (d) changes directed by a Regulator or court of competent jurisdiction,
S1-135 each a Mandatory Change.
S1-136 8.4 Change in Applicable Law
S1-137 8.4.1 Where a change in Applicable Law requires a Change, the financial impact of such change shall be determined as
follows:
S1-138 (a) if the change in Applicable Law relates to Supplier in the performance of its role as a provider of products or
services (including any obligations relating to employment of the Supplier Personnel) or is otherwise generally
applicable to businesses in the country where the change in the Applicable Law takes place, then such change
shall be recorded through the Change Management Procedure but shall not result in a change in the Charges;
S1-139 (b) if the change in Applicable Law relates solely to QIC, then:
S1-140 (i) such change shall be recorded through the Change Management Procedure and may result in a change
in the Charges; and
S1-141 (ii) if the change in Applicable Law also relates to other Supplier customers, Supplier shall use
Commercially Reasonable Efforts to apportion any additional costs where possible on an equitable
basis among such customers.
S1-142 9. GOVERNANCE
S1-143 9.1 Project Management
S1-144 9.1.1 Each Party shall designate in the relevant Order an appropriately senior individual who is fully dedicated to the
performance of its obligations under an Order, who shall act as the primary day-to-day representative of such Party and
Ref Comply Supplier
Response
Y/N
to whom all communications from the other Party concerning this Agreement shall be addressed (respectively the QIC
Program Manager and the Supplier Program Manager). Supplier undertakes to comply with all reasonable
instructions of QIC Program Manager, as may be given from time to time.
S1-145 9.2 Meetings
S1-146 9.2.1 QIC and Supplier shall meet:
S1-147 (a) in accordance with any meeting requirements specified in an Order; and
S1-148 (b) as often as reasonably requested by QIC to ensure efficient provision of the Products and Services,
S1-149 and Supplier shall bear its own expenses associated with attending such meetings.
S1-150 9.3 Reports and Records
S1-151 9.3.1 Supplier shall prepare and submit any reports, in a format prescribed by QIC, and shall supply any information relating
to the Products or Services as may, from time to time, be reasonably required by QIC.
S1-152 9.3.2 Supplier shall keep detailed records of all activities undertaken in connection with the provision of Products or Services
and shall, at QIC’s request, make them available for inspection and/or provide copies thereof to QIC.
S1-153 10. SUPPLIER PERSONNEL
S1-154 10.1 Approval and Replacement of Supplier Personnel
S1-155 10.1.1 Supplier shall provide QIC with a list of the names and role titles of all Key Personnel who shall be initially involved
in providing the Products and Services to QIC within [five (5)] Business Days of the signature of this Agreement and
an updated list from time to time within [five (5)] Business Days of any changes to the Key Personnel and QIC shall be
entitled to approve such Key Personnel before they are assigned to provide Products and Services to QIC. Any member
rejected shall be replaced with another person approved by QIC as appropriate.

Ref Comply Supplier
Response
Y/N
S1-156 10.1.2 QIC may require Supplier to remove, or procure the removal of, any Supplier Personnel [who are providing services on
QIC premises] whom it considers, in its reasonable opinion, to be a risk to QIC or its personnel or otherwise
unsatisfactory for any reason which has a material impact on such person’s responsibilities.
S1-157 10.1.3 Where Supplier replaces any Supplier Personnel, including the Key Personnel, the cost of effecting such replacement
shall be borne by Supplier.
S1-158 10.2 Key Personnel
S1-159 10.2.1 Supplier shall appoint the persons identified as such Key Personnel in an Order. Supplier shall not remove or replace
any of the Key Personnel unless:
S1-160 (a) requested to do so by QIC;
S1-161 (b) the person is dead or on long-term sick or parental leave;
S1-162 (c) the element of the Products or Services in respect of which the person was engaged has been completed to
QIC’s satisfaction;
S1-163 (d) the person resigns or retires from his/her employment with Supplier or is dismissed by Supplier for misconduct;
or
S1-164 (e) Supplier obtains the prior written consent of QIC.
S1-165 10.2.2 Supplier shall inform QIC of the identity and background of any replacements for any of the Key Personnel as soon as
a suitable replacement has been identified. QIC shall be entitled to interview any such person and may object to any
such proposed appointment if, in its reasonable opinion, it considers the proposed replacement to be unsuitable for any
reason.
S1-166 10.2.3 Supplier shall ensure that the role of each of its Key Personnel is not vacant (in terms of a permanent representative)
for more than [five (5)] Business Days. Any replacement shall be as, or more, qualified and experienced as the previous
incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced.

Ref Comply Supplier
Response
Y/N
S1-167 10.3 General Supplier Personnel Obligations
S1-168 10.3.1 QIC may conduct background screening checks on Supplier Personnel in accordance with the internal policies of QIC.
S1-169 10.3.2 Supplier shall ensure that while any Supplier Personnel are on QIC’s premises or access QIC’s systems they shall
observe and comply with all Applicable Laws and regulations and QIC Policies and QIC Data and Information Security
Standards.
S1-170 10.3.3 Where an Order specifies that Supplier Personnel should have specific qualifications, certifications or levels of
experience, Supplier shall ensure that any Supplier Personnel involved in providing Products or Services to QIC under
that Order comply with such qualifications, certifications or levels of experience.
S1-171 10.3.4 Supplier Personnel shall remain under the overall control of Supplier at all times during the Term and Supplier shall be
fully responsible for them. However, Supplier shall procure that Supplier Personnel are responsive to the reasonable
requirements of QIC, as appropriate, in connection with the provision of the Products and Services.
S1-172 10.3.5 Supplier shall be responsible for making appropriate deductions for tax and national insurance contributions from the
remuneration it pays Supplier Personnel and shall indemnify QIC in respect of any claims that may be made by the
relevant authorities in respect of tax demands or national insurance or similar contributions relating to the provision of
Products or Services.
S1-173 PART B – SERVICES AND DELIVERABLES
S1-174 1. TECHNICAL DELIVERABLE WARRANTY
S1-175 1.1 Warranty
S1-176 1.1.1 Supplier shall ensure that at the time of Acceptance and for a period of [twelve (12)] months after Acceptance (the
Deliverable Warranty Period), all Technical Deliverables provided to QIC:
S1-177 (a) are of satisfactory quality;
S1-178 (b) are free from any defect in design and workmanship;

Ref Comply Supplier
Response
Y/N
S1-179 (c) are newly manufactured and unused and appropriately packaged;
S1-180 (d) are free from all liens, encumbrances, charges, mortgages or adverse interests of any nature whatsoever;
S1-181 (e) operate without any material errors or deficiencies that would impact the performance or use of such Technical
Deliverables;
S1-182 (f) operate in accordance with and conform to QIC’s requirements or the functional and technical specifications
agreed under the relevant Order;
S1-183 (g) are fit for the purpose intended; and
S1-184 (h) do not contain any:
S1-185 (i) Malware;
S1-186 (ii) Open Source Software; or
S1-187 (iii) code that would have the effect of disabling, impairing or otherwise shutting down all or any portion
of such Technical Deliverable,
S1-188 and any failure of Supplier to comply with this Section (Deliverable Defect) shallpermit QIC to submit a written notification to
Supplier (a Deliverable Warranty Notice) and Supplier shall promptly provide replacements or corrections to any part of such
Technical Deliverable that does not comply with this Section so as to remedy the non-compliance by the expiry of the period set
out in the column titled “Remedy Period” for the relevant Severity Level, as set out in the column titled “Defect Severity Level”,
in the table below and failure to do so shall entitle QIC to terminate the Agreement and any Order on [ten (10)] days’ written
notice and shall be without prejudice to any of QIC’s other rights or remedies under the Agreement or the relevant Order. The
applicable Defect Severity Level shall be determined by QIC, acting reasonably.
S1-189 Defect Severity Level Definition Remedy Period
A Deliverable Defect which, in [four (4)] days from the date of the Warranty
Severity Level 1
the reasonable opinion of QIC: Notice

Ref Comply Supplier
Response
Y/N
1. prevents a large group
of End Users from
receiving the benefit
of the Technical
Deliverable;
2. has a critical impact on

the activities of QIC;
3. causes significant
financial loss and/or
disruption to QIC; or
4. results in any material

loss or corruption of
QIC Data.
A Deliverable Defect which, in

the reasonable opinion of QIC,
has the potential to:
1. have a major (but not

critical) adverse
impact on the
activities of QIC and [eight (8)] days from the date of the Warranty
Severity Level 2
no workaround is Notice
available; or
2. cause a financial loss

and/or disruption to
QIC which is more
than trivial but less
severe than the

Ref Comply Supplier
Response
Y/N
significant financial
loss described in the
definition of a
Severity Level 1
Defect.

has the potential to:
1. have a major adverse

impact on the
activities of QIC
which can be reduced [twelve (12)] days from the date of the Warranty
Severity Level 3
to a moderate adverse Notice
impact due to the
availability of a
workaround; or
2. have a moderate
adverse impact on the
activities of QIC.

has the potential to have a [sixteen (16)] days from the date of the Warranty
Severity Level 4
minor adverse impact on the Notice
use of the Technical
Deliverable.
S1-190 1.2 Pass-through of Warranties

Ref Comply Supplier
Response
Y/N
S1-191 1.2.1 Supplier shall, to the extent legally able, pass on to QIC the benefit of all third party warranties for the Technical
Deliverables.
S1-192 1.2.2 Supplier acknowledges that QIC may pass on to third parties the benefit of any warranties, representations, undertakings
or obligations set out in this Agreement and any Order and any other warranties agreed in writing between QIC and
Supplier from time to time.
S1-193 2. INTELLECTUAL PROPERTY
S1-194 2.1 Ownership of Intellectual Property in Deliverables
S1-195 2.1.1 All Intellectual Property Rights in the Deliverables shall belong exclusively to QIC and shall vest in QIC
unconditionally and immediately upon each deliverable having been created, developed, written or prepared (and this
Section shall be deemed to operate as an assignment of such rights, including all future rights to the extent permitted by
applicable law).
S1-196 2.1.2 Supplier shall, and shall ensure that its Personnel shall, at its own expense and at no cost to QIC, take all steps and sign
all documents necessary to formalise such vesting in QIC or otherwise register such Intellectual Property Rights in the
name of QIC or any person or entity designated by QIC.
S1-197 2.1.3 Supplier waives (or shall procure the waiver of) all moral rights and similar author rights in the Deliverables to the
extent permitted by Applicable Law.
S1-198 2.2 Exclusive Deliverables
S1-199 2.2.1 In respect of each Exclusive Deliverable, Supplier shall ensure that:
S1-200 (a) all Supplier Personnel that develop an Exclusive Deliverable are not deployed on a similar development project
for another customer of Supplier within [twelve (12)] months of the completion of the Exclusive Deliverable
in accordance with the relevant Order;
S1-201 (b) all Supplier Personnel adhere to QIC’s internal governance policy for service providers when developing an
Exclusive Deliverable;

Ref Comply Supplier
Response
Y/N
S1-202 (c) “Chinese walls”/information barriers are put in place to segregate the information in relation to the relevant
Exclusive Deliverable (including the software code comprised in the Exclusive Deliverable) that is accessible
by Supplier Personnel who are involved in the development of the Exclusive Deliverable, from information
that is accessible by Supplier’s other personnel who are deployed on other similar development projects; and
S1-203 (d) it does not actively market the same service or functionality arising from an Exclusive Deliverable to any other
customer of Supplier within the exclusivity period agreed in respect of such Exclusive Deliverable and
documented in the relevant Order (which shall not be less than [twenty four (24)] months) (the Exclusivity
Period).
S1-204 2.3 Licence to Supplier Intellectual Property Rights in Deliverables
S1-205 2.3.1 Supplier shall not embed or provide any other Supplier-owned or licensed Intellectual Property Rights or any third party
materials in any Deliverables (Supplier IPR) without the prior written approval of QIC.
S1-206 2.3.2 To the extent Supplier embeds or provides Supplier IPR as part of a Deliverable, Supplier hereby grants to QIC a non-
exclusive, worldwide, irrevocable, perpetual, royalty-free licence to use, load, execute, store, transmit, display, copy
(for its own business), adapt, translate, add or delete, amend, modify, enhance, maintain, further develop, prepare
derivative works or otherwise alter, sub-license and otherwise exploit the Supplier IPR (including any object code and
source code).
S1-207 2.3.3 QIC shall have the right to adapt, reverse engineer, decompile, disassemble and modify the Supplier IPR in whole or in
part:
S1-208 (a) as permitted by Applicable Law;
S1-209 (b) to the extent that such action is legitimately required for the purposes of integrating the operation of such
Supplier IPR with the operation of other software or systems used by QIC from time to time;
S1-210 (c) to the extent necessary for the purpose of back-up and disaster recovery; or
S1-211 (d) for the purpose of configuring such Supplier IPR to permit use of the relevant Deliverable.

Ref Comply Supplier
Response
Y/N
S1-212 2.4 Supplier use of QIC IPR and Know-How
S1-213 2.4.1 Supplier acknowledges that in the course of performing the Services and providing the Deliverables, Supplier may use
proprietary products, materials and methodologies belonging to QIC. Supplier agrees that it shall not acquire any rights
in those proprietary products, materials and methodologies whether under this Agreement or otherwise.
S1-214 2.4.2 During the Term, QIC hereby grants to Supplier and each subcontractor (as required), a non-exclusive, royalty-free and
non-transferable licence to use QIC’s proprietary products, materials and methodologies, only to the extent necessary
to perform, and for the purposes of providing the relevant Services and Deliverables and to comply with their other
obligations pursuant to this Agreement or an Order.
S1-215 2.4.3 Subject to any compliance with Clause 6 (Confidential Information) of the Terms and Conditions, this Agreement and
any Order shall not restrict either Party’s ability to use Know How used by or disclosed to the Party under this
Agreement or an Order and, with respect to Supplier’s right to reuse Know-How, retained in the unaided memory of
Supplier’s personnel. For the purposes of this Section an individual’s memory is only ‘unaided’ with respect to any
information if that individual has not retained a copy of the information and has not intentionally memorised that
information other than as required to perform its obligations or exercise its rights under the Agreement or an Order.
S1-216 2.5 Application of this Section
S1-217 2.5.1 The provisions of this Section 2 (Intellectual Property) shall apply:
S1-218 (a) to all new versions and upgrades to the Deliverables and Supplier IPR; and
S1-219 (b) notwithstanding Supplier’s standard licence terms, if Supplier wishes to use different licence terms to these
terms, QIC must specifically agree in writing to the applicable licence terms in order to be bound.
S1-220 PART C – LICENSED SOFTWARE AND MAINTENANCE
S1-221 1. PROVISION OF LICENSED SOFTWARE

Ref Comply Supplier
Response
Y/N
S1-222 1.1 By the applicable Milestone Date set forth in the applicable Order, Supplier shall deliver the number of copies of the Licensed
Software and Documentation set forth in the applicable Order, or if no amount is so specified, as many copies as reasonably
necessary to enable QIC to receive the full benefit and use of the Licensed Software as contemplated by the Order.
S1-223 1.2 If the Order indicates that QIC is installing the Licensed Software, then, except as otherwise set forth in that Order, QIC may
install the Licensed Software on an unlimited number of computers, systems, servers, workstations, personal computers, and/or
other equipment, at an unlimited number of sites. Unless otherwise set forth in the applicable Order, Supplier, at no additional
cost to QIC, will provide all technical assistance necessary for QIC, its contractors and/or agents to install such Licensed
Software.
S1-224 1.3 If the Order indicates Supplier is installing the Licensed Software, Supplier shall install the Licensed Software at the installation
site(s) specified in the Order as soon after delivery as reasonably possible, but in no event later than [ten (10)] days after delivery
(or such other period as may be set forth in the applicable Order).
S1-225 2. LICENCE
S1-226 2.1 Licence Grant
S1-227 2.1.1 Unless otherwise set out in the relevant Order, Supplier hereby grants to QIC a:
S1-228 (a) non-exclusive;
S1-229 (b) non-transferable except as permitted by the assignment and transfer provisions in this Agreement;
S1-230 (c) worldwide;
S1-231 (d) irrevocable;
S1-232 (e) freely sub-licensable; and
S1-233 (f) royalty-free,

Ref Comply Supplier
Response
Y/N
S1-234 licence during the Licence Term to install, have installed, load, execute, access, store, transmit, display, copy (for its own
business), adapt, translate, add or delete, amend, modify, enhance, maintain, further develop, prepare derivative works, combine
with other works or otherwise alter and exploit the Licensed Software and Documentation.
S1-235 2.2 Restrictions on scope of Licence
S1-236 2.2.1 Unless otherwise set out in the relevant Order, the scope and cost of the licence granted to QIC under this Section 2
(Licence) shall not be restricted or limited, or calculated by reference to:
S1-237 (a) the number of licensees;
S1-238 (b) the number of users;
S1-239 (c) the number or volume of transactions;
S1-240 (d) the number of interfaces;
S1-241 (e) the number of employees or the size of turnover of QIC;
S1-242 (f) the number or location of third party providers of QIC;
S1-243 (g) the equipment on which the Licensed Software may be used from time to time including, without limitation,
the number, size or specification of CPUs; or
S1-244 (h) the location of equipment on which the Licensed Software may be used.
S1-245 2.3 Back-up and Reverse Engineering
S1-246 2.3.1 QIC shall have the right to make, keep, install and use copies of the Licensed Software and Documentation for back up,
disaster recovery and archival purposes, including at a separate site.
S1-247 2.3.2 QIC shall have the right to adapt, reverse engineer, decompile, disassemble and modify the Licensed Software in whole
or in part:

Ref Comply Supplier
Response
Y/N
S1-249 (b) to the extent that such action is legitimately required for the purposes of integrating the operation of such
Licensed Software with the operation of other software or systems used by any QIC from time to time;
S1-251 (d) for the purpose of configuring such Licensed Software to permit use of the relevant Licensed Software.
S1-252 2.4 Renewal of Non-Perpetual Licences
S1-253 2.4.1 If the Parties agree in the applicable Order that the term of the Licensed Software licence is non-perpetual, then:
S1-254 (a) at least [ninety (90)] days prior to the expiration of the initial licence term and each renewal licence term,
Supplier will notify QIC in writing of such impending expiration (a Software Renewal Notice);
S1-255 (b) QIC will have the option to continue the licence of any such Licensed Software for additional [one (1)] year
renewal licence terms on the same terms and conditions as applicable for the immediately preceding licence
term and at licence fees as set forth below;
S1-256 (c) QIC will notify Supplier if it elects to renew for an additional licence term; and
S1-257 (d) the licence fee applicable to each licence term after the initial licence term will be the least of:
S1-258 (i) the licence fee applicable to the immediately preceding licence term (pro-rated, as applicable, if the
durations of the two (2) terms are not equivalent);
S1-259 (ii) Supplier’s then current licence fee for the applicable Licensed Software; or
S1-260 (iii) such other licence fee as is mutually agreed upon in writing by the Parties.
S1-261 2.4.2 In the event Supplier fails to provide a Software Renewal Notice pursuant to Section 2.4.1, or QIC does not exercise its
option to continue the licence for an additional licence term, QIC will have the right to continue to use the Licensed
Software licensed under the applicable Order, at a pro-rata charge (based on the licence fees in effect in the most recent
Ref Comply Supplier
Response
Y/N
licence term), on a month-to-month basis, provided, however, that Supplier may terminate such licence on [ninety
(90)] days prior written notice.
S1-262 2.5 Unbundling and Discontinuation
S1-263 2.5.1 Without limiting any other provision of this Agreement, in the event Supplier:
S1-264 (a) removes any features or functionality from the Licensed Software and subsequently offers those features or
functionality in a new or different product (whether directly or indirectly or through a third party);
S1-265 (b) stops licensing the Licensed Software other than as bundled or otherwise combined with other software;
S1-266 (c) elects to unbundle or otherwise separately licence any Licensed Software that is a suite or other combination
of software products; or
S1-267 (d) discontinues the general availability of Software Maintenance Services for the Licensed Software and
subsequently offers a new or different product as a replacement and/or successor for that Licensed Software
(whether directly or indirectly or through a third party),
S1-268 then the licence granted under the applicable Order will be deemed to include the relevant portion of or the entirety of
(as necessary to ensure the continuance of all functionality originally licensed to QIC), any new, different, bundled or
unbundled products, as applicable, without payment of any additional licence fee or charge.
S1-269 2.5.2 Notwithstanding 2.5.1, QIC shall in any event be entitled to exchange the affected Licensed Software for any relevant
replacement and/or successor software product without payment of any additional licence fee or charge.
S1-270 2.6 Ownership of Modifications of Licensed Software and Documentation
S1-271 2.6.1 In the event that Supplier offers services to customise, modify and/or enhance any Licensed Software, or to develop
programs, software or materials related to such Licensed Software, QIC has the right, on commercially reasonable
terms, to contract with Supplier to provide any such services. If the Parties contract for any such services:
S1-272 (a) the Parties shall do so via a validly executed Order that incorporates this Agreement; and

Ref Comply Supplier
Response
Y/N
S1-273 (b) except where set out in the relevant Order, all items produced via such customisation, modification and/or
enhancement Services are Technical Deliverables, owned by QIC, and shall be treated as QIC Confidential
Information by Supplier.
S1-274 2.7 Source Code Escrow
S1-275 2.7.1 Within [thirty (30)] days of a written request from QIC, Supplier shall place the source code of the Licensed Software
(including any modifications to Licensed Software and documentation as required to maintain and enhance the Licensed
Software) in escrow on the generally applied standard NCC terms.
S1-276 2.7.2 Supplier shall provide QIC with a copy of the escrow agreement within [five (5)] Business Days of it being signed and
shall execute whatever additional documents are necessary to make QIC a beneficiary of such escrow agreement. The
escrow agreement will contain release conditions that will permit QIC to access and freely use the source code, at a
minimum, in the event of material breach by Supplier or insolvency of Supplier or in the event that Supplier discontinues
the provision of support services on the terms of the Agreement in respect of the relevant software.
S1-277 2.7.3 Prior to any termination or expiry of the escrow agreement, Supplier shall enter into a new agreement with an escrow
agent on terms that are approved in writing by QIC and Supplier’s failure to do so shall be treated as a material breach
of this Agreement.
S1-278 2.7.4 In circumstances where QIC obtains the release of the source code from escrow, then in addition to any licence granted
under this Agreement, Supplier hereby grants to QIC a non-exclusive, worldwide, irrevocable, perpetual, royalty-free
licence to use, load, execute, store, transmit, display, copy (for its own business), adapt, translate, add or delete, amend,
modify, enhance, maintain, further develop, prepare derivative works or otherwise alter, sub-license and exploit the
source code of the released Licensed Software to the extent necessary to enable QIC to maintain and support the
Licensed Software.
S1-279 3. TECHNICAL WARRANTIES
S1-280 3.1 Licensed Software Warranty
Software Warranty Period), all Licensed Software provided to QIC:

Ref Comply Supplier
Response
Y/N
S1-282 (a) operates without any material errors or defects that would impact the performance or use of such Licensed
Software;
S1-283 (b) operates in accordance with and conform to QIC’s requirements, the functional and technical specifications
and the Acceptance Criteria agreed under the relevant Order;
S1-284 (c) does not require additional software or licences for effective use of each item of the Licensed Software,
including, without limitation, for effective use of any database components thereof;
S1-285 (d) does not require plug-ins or non-standard browser components for the effective use of Licensed Software to
the extent that such Licensed Software is used in conjunction with a web browser; and
S1-286 (e) does not contain any:
S1-287 (i) Malware;
S1-288 (ii) Open Source Software, without QIC’s express written consent; or
S1-289 (f) code that would have the effect of disabling, impairing or otherwise shutting down all or any portion of such
Licensed Software,
S1-290 and any failure of Supplier to comply with this Section (Software Defect) shall permit QIC to submit a written notification to
Supplier (a Software Warranty Notice) and Supplier shall promptly provide replacements or corrections to any part of such
Licensed Software that does not comply with this section so as to remedy the non-compliance by the expiry of the period set out
in the column titled “Remedy Period” for the relevant Severity Level, as set out in the column titled “Defect Severity Level”, in
the table below and failure to do so shall entitle QIC to terminate the Agreement and any Order on ten (10) days’ written notice
and shall be without prejudice to any of QIC’s other rights or remedies under the Agreement or the relevant Order. The applicable
Defect Severity Level shall be determined by QIC, acting reasonably.
A Software Defect which, in the [four (4)] days from the date of the
Severity Level 1
reasonable opinion of QIC: Warranty Notice

Ref Comply Supplier
Response
Y/N
1. prevents a large group of
End Users from receiving
the benefit of the Licensed
Software;
2. has a critical impact on the

activities of QIC;
3. causes significant financial

loss and/or disruption to
QIC; or
results in any material loss or

corruption of QIC Data.
A Software Defect which, in the

reasonable opinion of QIC, has the
potential to:

critical) adverse impact on
the activities of QIC and no
[eight (8)] days from the date of the
Severity Level 2 workaround is available; or
Warranty Notice
cause a financial loss and/or
disruption to QIC which is more than
trivial but less severe than the
significant financial loss described in
the definition of a Severity Level 1
Defect.

Ref Comply Supplier
Response
Y/N
potential to:
1. have a major adverse impact

on the activities of QIC
[twelve (12)] days from the date of the
Severity Level 3 which can be reduced to a
Warranty Notice
moderate adverse impact
due to the availability of a
workaround; or
have a moderate adverse impact on

the activities of QIC.

[sixteen (16)] days from the date of the
Severity Level 4 potential to have a minor adverse
Warranty Notice
impact on the use of the Licensed
Software.
S1-292 3.2 Other Warranties
S1-293 3.2.1 Supplier represents, warrants and covenants on an ongoing basis as follows, including for each Order as of the relevant
Order Effective Date:
S1-294 (a) the Documentation is a full, accurate and up-to-date description of the operation, features, functionality and
performance of the Licensed Software that provides sufficient information to enable users with appropriate
training and skills to use and troubleshoot the Licensed Software; and
S1-295 (b) Upgrades provided under any Order will not degrade, impair or otherwise adversely affect the performance or
operation of the computer programs previously provided under such Order.

Ref Comply Supplier
Response
Y/N
S1-297 3.3.1 Supplier shall, to the extent legally able, pass on to QIC the benefit of all third party warranties and guarantees for the
Licensed Software. Supplier will not do anything or omit to do anything, and will ensure that its agents, subcontractors
and Supplier Personnel will not do anything or omit to do anything, which might invalidate any warranty or guarantee
in respect of such Licensed Software.
S1-299 4. SOFTWARE MAINTENANCE SERVICES
S1-300 4.1 Maintenance Services
S1-301 4.1.1 During the Software Warranty Period, at no charge to QIC, and thereafter during each Software Maintenance Period,
in consideration of QIC’s payment of the maintenance fee set forth in the applicable Order (the Software Maintenance
Fee), Supplier agrees to provide QIC with the maintenance and support services specified in this Section and the
applicable Order (Software Maintenance Services) for the Licensed Software licensed thereunder.
S1-302 4.1.2 Supplier shall perform the Software Maintenance Services in accordance with the Service Levels and QIC shall be
entitled to any Service Credits specified in the relevant Order. As part of the Software Maintenance Services, Supplier
will apply continuous efforts and resources to correct, repair and/or replace, at no cost to QIC, any Licensed Software
failure, malfunction, defect, problem or non-conformity identified by QIC or otherwise brought to Supplier’s attention.
S1-303 4.2 Upgrades
S1-304 4.2.1 As part of Software Maintenance Services, Supplier will provide QIC with Upgrades to the Licensed Software and
Documentation no later than the date such Upgrade is produced and generally made available by Supplier. Supplier will
simultaneously provide updated Documentation for such Upgrades to QIC when such Upgrades are made available to
QIC. In addition, Supplier will provide to QIC at no additional cost:
S1-305 (a) a detailed, written report on the effect the installation of the applicable Upgrade will have on the Licensed
Software currently in use by QIC; and

Ref Comply Supplier
Response
Y/N
S1-306 (b) all automated conversion tools Supplier develops that it makes available to its other customers (whether or not
such customers are charged therefor) to assist QIC with the upward compatibility for any Upgrades.
S1-307 4.2.2 On QIC’s request, Supplier will install each Upgrade (or, if the Order designates QIC as installing the Licensed
Software, Supplier will provide all technical assistance necessary for QIC, its contractors and/or agents to install the
Upgrade). QIC may, in its sole discretion, decline to install any Upgrade. If QIC declines to install any Supplier
Upgrade, Supplier will maintain the applicable Licensed Software in the form in effect immediately prior to Supplier’s
request that QIC accepts such Upgrade and Supplier will continue to provide Software Maintenance Services for such
software in such form. Notwithstanding any other provision in this Agreement or relevant Order, Supplier will always
provide Software Maintenance Services and Upgrades for the then current version of each computer program licensed
under an Order, as well as for:
S1-308 (a) the [two (2)] most recent prior versions of each such program; or
S1-309 (b) [twenty four (24)] months,
S1-310 whichever is longer.
S1-311 4.2.3 At any time during the term of Software Maintenance Services, QIC may request and Supplier shall provide Software
Maintenance Services for such Licensed Software for an additional period of [one (1)] year after the aforementioned
period for an amount not greater than [110%] of the Software Maintenance Fee for the prior period for the applicable
Licensed Software.
S1-312 4.2.4 At no additional cost to QIC, Supplier will produce and make available to QIC any and all modifications to the Licensed
Software to enable the same to operate in conjunction with any new releases of the applicable equipment’s operating
system within [three (3)] months after the new release of the underlying operating system is made generally available.
As new releases of the underlying operating system become generally available and supported by Supplier, Supplier
will continue to support the Licensed Software for the prior releases of the underlying operating system for a period of
at least [twelve (12)] months.
S1-313 4.3 Unauthorised Maintenance

Ref Comply Supplier
Response
Y/N
S1-314 4.3.1 If QIC attempts to perform unauthorised maintenance and/or repair services on the Licensed Software and, as a result,
further service is required to restore the Licensed Software to proper operating condition, such service will be provided
by Supplier hereunder; provided, however, that Supplier will have the right to charge QIC for such services at the best
rate it provides to any of its other customers for similar services.
S1-315 4.4 Renewal of Maintenance Services
S1-316 4.4.1 The Software Maintenance Services will renew automatically following the Initial Software Maintenance Period for
[twelve (12)] month Software Maintenance Periods unless QIC provides Supplier with written notice of its desire not
to renew within [sixty (60)] days of receipt of the first invoice for Software Maintenance Fees for the upcoming Software
Maintenance Period. Notwithstanding the foregoing, the Software Maintenance Services will automatically terminate
upon the termination or expiration of the applicable Licence Term.
S1-317 4.5 Maintenance Fees
S1-318 4.5.1 Unless otherwise agreed in an applicable Order, the Software Maintenance Fee will be fixed for the first [three (3)]
Software Maintenance Periods (the Fixed Software Maintenance Fee Period). After the Fixed Software Maintenance
Fee Period, the Software Maintenance Fee will be subject to increase by Supplier at the beginning of any Software
Maintenance Period upon at least [180] days’ prior written notice to QIC, provided that no such increased fee will
exceed the lesser of:
S1-319 (a) the prior year’s Software Maintenance Fee adjusted [  ] per cent; or
S1-320 (b) Supplier’s then current published maintenance fee.
S1-321 4.6 Changes to Maintenance Services
S1-322 4.6.1 QIC may:
S1-323 (a) change the type of and nature of Software Maintenance Services elected for and/or discontinue any Licensed
Software licensed hereunder, and/or

Ref Comply Supplier
Response
Y/N
S1-324 (b) terminate Software Maintenance Services for any Licensed Software licensed under an Order, in each case, at
any time, in whole or in part, upon [thirty (30)] days’ written notice to Supplier.
S1-325 4.6.2 After any change decreasing the level of Software Maintenance Services received or any termination or expiration of
Software Maintenance Services prior to the end of the then current Software Maintenance Period (including one
resulting from a termination or expiration of the Licence Term), Supplier shall:
S1-326 (a) promptly provide QIC with a pro-rata refund of any fees previously paid to Supplier in advance by QIC for
such Software Maintenance Services; and
S1-327 (b) adjust the Software Maintenance Fees for upcoming periods to reflect any partial terminations.
S1-328 4.7 Termination of Maintenance Services
S1-329 4.7.1 Termination of Software Maintenance Services by QIC will not terminate any right to use the Licensed Software under
the applicable Order as an unsupported licence. QIC has the right at any time to re-instate Software Maintenance
Services on notice to Supplier and, if QIC so re-instates Software Maintenance Services, the reinstated Software
Maintenance Fee will exclude any fees that would have been payable during the lapsed maintenance period.
S1-330 PART D – HARDWARE AND MAINTENANCE
S1-331 1. PROVISION OF HARDWARE
S1-332 1.1 Delivery of Hardware
S1-333 1.1.1 By the applicable Milestone Date set forth in the applicable Order, Supplier shall deliver the relevant Hardware and
Documentation set forth in the applicable Order.
S1-334 1.1.2 Supplier shall ensure that each delivery of Hardware is:
S1-335 (a) properly packed and secured in such manner as to enable it to reach its destination in good condition; and

Ref Comply Supplier
Response
Y/N
S1-336 (b) is accompanied by a delivery note which shows the order number, the type and quantity of the Hardware,
special storage instructions (if any) and, if the relevant Hardware is being delivered by instalments, the
outstanding balance of the Hardware remaining to be delivered.
S1-337 1.2 Installation of Hardware
S1-338 1.2.1 If the Order indicates that QIC is installing the Hardware, then, except as otherwise set forth in that Order, QIC may
install the Hardware at any site. Unless otherwise set forth in the applicable Order, Supplier, at no additional cost to
QIC, will provide all technical assistance necessary for QIC, its contractors and/or agents to install such Hardware.
S1-339 1.2.2 If the Order indicates Supplier is installing the Hardware, Supplier shall install the Hardware at the installation site(s)
specified in the Order as soon after delivery as reasonably possible, but in no event later than [ten (10)] days after
delivery (or such other period as may be set forth in the applicable Order).
S1-340 1.3 Transfer of title and risk in Hardware
S1-341 1.3.1 Title to Hardware supplied under an Order, with full title guarantee, free from any encumbrances and all other rights of
whatever nature exercisable by any third party, shall pass to QIC upon Acceptance of the relevant Hardware, unless
payment for the Hardware is made prior to Acceptance, in which case title to the Hardware shall pass to QIC once
payment has been made.
S1-342 1.3.2 Risk in Hardware supplied under an Order shall pass to QIC upon Acceptance of the relevant Hardware.
S1-343 2. EMBEDDED SOFTWARE LICENCE

Ref Comply Supplier
Response
Y/N
S1-350 (e) perpetual;
S1-351 (f) freely sub-licensable; and
S1-352 (g) royalty-free,
S1-353 licence to install, have installed, load, execute, access, store, transmit, display, copy (for its own business), adapt, translate, add
or delete, amend, modify, enhance, maintain, further develop, prepare derivative works, combine with other works or otherwise
alter and exploit any software embedded on the Hardware.
S1-355 2.2.1 Unless otherwise set out in the relevant Order, the scope and cost of the licence granted to QIC under this Section 2
(Embedded Software Licence) shall not be restricted or limited, or calculated by reference to:
S1-361 (f) the number or location of third party providers of QIC; or
S1-362 (g) the location where the Hardware may be used.

Ref Comply Supplier
Response
Y/N
S1-363 3. TECHNICAL WARRANTIES
S1-364 3.1 Hardware Warranty
Hardware Warranty Period), all Hardware provided to QIC:
S1-366 (a) operates without any material errors or defects that would impact the performance or use of such Hardware;
S1-367 (b) operates in accordance with and conform to QIC’s requirements, the functional and technical specifications
and the Acceptance Criteria agreed under the relevant Order;
S1-368 (c) does not require additional hardware, software or licences for effective use of each item of the Hardware; and
S1-369 (d) does not contain any:
S1-370 (i) Malware;
S1-371 (ii) Open Source Software, without QIC’s express written consent; or
S1-372 (iii) code that would have the effect of disabling, impairing or otherwise shutting down all or any portion
of such Hardware,
S1-373 and any failure of Supplier to comply with this Section (Hardware Defect) shall permit QIC to submit a written notification to
Supplier (a Hardware Warranty Notice) and Supplier shall promptly provide replacements or corrections to any part of such
Hardware that does not comply with this Section so as to remedy the non-compliance by the expiry of the period set out in the
column titled “Remedy Period” for the relevant Severity Level, as set out in the column titled “Defect Severity Level”, in the
table below and failure to do so shall entitle QIC to terminate the Agreement and any Order on [ten (10)] days’ written notice
and shall be without prejudice to any of QIC’s other rights or remedies under the Agreement or the relevant Order. The applicable
Defect Severity Level shall be determined by QIC, acting reasonably.

A Hardware Defect which, in the
reasonable opinion of QIC:

the benefit of the Hardware;
2. has a critical impact on the [four (4)] days from the date of the
Severity Level 1
activities of QIC; Warranty Notice

QIC; or
results in any material loss or

corruption of QIC Data.

potential to:

[eight (8)] days from the date of the
Severity Level 2 workaround is available; or
Warranty Notice
cause a financial loss and/or
disruption to QIC which is more than
trivial but less severe than the
significant financial loss described in
the definition of a Severity Level 1
Defect.

[twelve (12)] days from the date of the
Severity Level 3 reasonable opinion of QIC, has the
Warranty Notice
potential to:

Ref Comply Supplier
Response
Y/N
1. have a major adverse
impact on the activities of
QIC which can be reduced
to a moderate adverse
impact due to the
availability of a
workaround; or
have a moderate adverse impact on

the activities of QIC.

reasonable opinion of QIC, has the [sixteen (16)] days from the date of the
Severity Level 4
potential to have a minor adverse Warranty Notice
impact on the use of the Hardware.
Order Effective Date, the Documentation is a full, accurate and up-to-date description of the operation, features,
functionality and performance of the Hardware that provides sufficient information to enable users with appropriate
training and skills to use and troubleshoot the Hardware.
Hardware. Supplier will not do anything or omit to do anything, and will ensure that its agents, subcontractors and
Supplier Personnel will not do anything or omit to do anything, which might invalidate any warranty or guarantee in
respect of such Hardware.

Ref Comply Supplier
Response
Y/N
S1-380 4. HARDWARE MAINTENANCE SERVICES
S1-381 4.1 Maintenance Services
S1-382 4.1.1 During the Hardware Warranty Period, at no charge to QIC, and thereafter during each Hardware Maintenance Period,
in consideration of QIC’s payment of the maintenance fee set forth in the applicable Order (the Hardware Maintenance
Fee), Supplier agrees to provide QIC with the maintenance and support services specified in this Section and the
applicable Order (Hardware Maintenance Services) for the Hardware licensed thereunder.
S1-383 4.1.2 Supplier shall perform the Hardware Maintenance Services in accordance with the Service Levels and QIC shall be
entitled to any Service Credits specified in the relevant Order. As part of the Hardware Maintenance Services, Supplier
will apply continuous efforts and resources to correct, repair and/or replace, at no cost to QIC, any Hardware failure,
malfunction, defect, problem or non-conformity identified by QIC or otherwise brought to Supplier’s attention.
S1-384 4.2 Upgrades
S1-385 4.2.1 As part of Hardware Maintenance Services, Supplier will provide QIC with Upgrades to the Hardware and
simultaneously provide updated Documentation for such Upgrades to QIC when such Upgrades are made available to
QIC. In addition, Supplier will provide to QIC at no additional cost:
S1-386 (a) a detailed, written report on the effect the installation of the applicable Upgrade will have on the Hardware
currently in use by QIC; and
S1-388 4.2.2 On QIC’s request, Supplier will install each Upgrade (or, if the Order designates QIC as installing the Hardware,
Supplier will provide all technical assistance necessary for QIC, its contractors and/or agents to install the Upgrade).
QIC may, in its sole discretion, decline to install any Upgrade. If QIC declines to install any Supplier Upgrade, Supplier
Ref Comply Supplier
Response
Y/N
will maintain the applicable Hardware in the form in effect immediately prior to Supplier’s request that QIC accept
such Upgrade and Supplier will continue to provide Hardware Maintenance Services for such computer programs in
such form. Notwithstanding any other provision in this Agreement or relevant Order, Supplier will always provide
Hardware Maintenance Services and Upgrades for the then current version of each computer program licensed under
an Order, as well as for:
S1-391 whichever is longer.
S1-392 4.2.3 At any time during the term of Hardware Maintenance Services, QIC may request and Supplier shall provide Hardware
Maintenance Services for such Hardware for an additional period of [one (1)] year after the aforementioned period for
an amount not greater than [110%] of the Hardware Maintenance Fee for the prior period for the applicable Hardware.
S1-393 4.3 Unauthorised Maintenance
S1-394 4.3.1 If QIC attempts to perform unauthorised maintenance and/or repair services on the Hardware and, as a result, further
service is required to restore the Hardware to proper operating condition, such service will be provided by Supplier
hereunder; provided, however, that Supplier will have the right to charge QIC for such services at the best rate it
provides to any of its other customers for similar services.
S1-395 4.4 Renewal of Maintenance Services
S1-396 4.4.1 The Hardware Maintenance Services will renew automatically following the Initial Hardware Maintenance Period for
[twelve (12)] month Hardware Maintenance Periods unless QIC provides Supplier with written notice of its desire not
to renew within [sixty (60)] days of receipt of the first invoice for Hardware Maintenance Fees for the upcoming
Hardware Maintenance Period.
S1-397 4.5 Maintenance Fee
S1-398 4.5.1 Unless otherwise agreed in an applicable Order, the Hardware Maintenance Fee will be fixed for the first [three (3)]
Hardware Maintenance Periods (the Fixed Hardware Maintenance Fee Period). After the Fixed Hardware
Ref Comply Supplier
Response
Y/N
Maintenance Fee Period, the Hardware Maintenance Fee will be subject to increase by Supplier at the beginning of any
Hardware Maintenance Period upon at least [180] days’ prior written notice to QIC, provided that no such increased
fee will exceed the lesser of:
S1-399 (a) the prior year’s Hardware Maintenance Fee adjusted by [  ] per cent.
S1-400 (b) Supplier’s then current published maintenance fee.
S1-401 4.6 Changes to Maintenance Services
S1-402 4.6.1 QIC may:
S1-403 (a) change the type of and nature of Hardware Maintenance Services elected for and/or discontinue any Hardware
licensed hereunder, and/or
S1-404 (b) terminate Hardware Maintenance Services for any Hardware licensed under an Order, in each case, at any
time, in whole or in part, upon [thirty (30)] days’ written notice to Supplier.
S1-405 4.6.2 After any change decreasing the level of Hardware Maintenance Services received or any termination or expiration of
Hardware Maintenance Services prior to the end of the then current Hardware Maintenance Period (including one
resulting from a termination or expiration of the Licence Term), Supplier shall:
such Hardware Maintenance Services; and
S1-407 (b) adjust the Hardware Maintenance Fees for upcoming periods to reflect any partial terminations.
S1-408 4.7 Termination of Maintenance Services
S1-409 4.7.1 Termination of Hardware Maintenance Services by QIC will not terminate any right to use the Hardware under the
applicable Order as an unsupported licence. QIC has the right at any time to re-instate Hardware Maintenance Services
on notice to Supplier and, if QIC so re-instates Hardware Maintenance Services, the reinstated Hardware Maintenance
Fee will exclude any fees that would have been payable during the lapsed maintenance period.

Ref Comply Supplier
Response
Y/N
S1-410 PART E – PLATFORM SERVICES
S1-411 1. PROVISION OF PLATFORM SERVICES
S1-412 1.1 From the applicable Milestone Date set forth in the applicable Order, and in consideration of QIC’s payment of the platform
services fee set forth in the applicable Order (Platform Services Fee), Supplier shall provide QIC the platform services specified
in this Part E and the applicable Order, including the following:
S1-413 1.1.1 access to and use of the online software applications and platforms (including any integration software), each as
specified in the Order and further described in the Documentation, and all related Upgrades (Platform);
S1-414 1.1.2 the support services for the Platform set out in Section 4 (Platform Support Services) and the Order; and
S1-415 1.1.3 the Documentation available via the Platform (including any specifications or user instructions) and as specified in the
Order or, where this Documentation is not available or so specified, such information as is reasonably necessary to
enable QIC to receive the full benefit and use of the Platform Services as contemplated by the Order (Platform
Documentation),
S1-416 1.1.4 (together, the Platform Services) for the duration of the subscription term specified in the applicable Order and any
applicable renewal term pursuant to Section 2.5 (Subscription Term).
S1-417 1.2 Unless otherwise set out in the relevant Order, Supplier shall ensure the Platform Services are available twenty-four (24) hours
a day, seven (7) days a week, save for planned maintenance outside of normal business hours in the place of service receipt,
being for the purposes of this Section 1.2, [8:30 a.m. to 8:00 p.m.] on a Business Day, as specified in the Order, or as otherwise
approved in writing by QIC in advance.
S1-418 1.3 Unless otherwise set out in the relevant Order, if the Platform Services availability drops below:
S1-419 1.3.1 [ninety nine point nine nine per cent. (99.99%)] per month, such failure shall be deemed a Service Level Default and
QIC shall be entitled to, and Supplier shall pay to QIC, Service Credits in accordance with Section 3 (Service Credits)
of Part F (Service Levels) and such Service Level shall have a deemed Weighting Factor of [twenty per cent. (20%)];

Ref Comply Supplier
Response
Y/N
S1-420 1.3.2 [ninety nine point nine nine per cent. (99.99%)] during [(3) three] consecutive calendar months, QIC may terminate this
Agreement, or the applicable Order, immediately on notice in writing to the Supplier in accordance with Clause 12.2.5
(Termination by Cause by QIC) of the Terms and Conditions.
S1-421 1.4 For the purpose of Section 1.3, availability shall be calculated as (A-B)/A)*100, where A means the number of minutes in one
(1) calendar month, and B means the number of minutes in a calendar month when the Platform Services is unavailable
(excluding any emergency maintenance).
S1-422 1.5 Unless otherwise specified in the Order:
S1-423 1.5.1 the Platform is distributed to QIC and End Users via a ‘software as a service’ delivery model. Accordingly, except as
otherwise set forth in that Order, QIC and End Users may access the Platform on an unlimited number of computers,
systems, servers, workstations, personal computers, and/or other equipment or mobile devices, at an unlimited number
of sites; and
S1-424 1.5.2 Supplier will, at no additional cost to QIC, provide all technical assistance necessary or as requested by QIC in order
for QIC, its contractors and/or agents to integrate the Platform with QIC’s existing systems and servers so that QIC and
End Users can access the Platform and use the Platform Services in accordance with this Part E (Platform Services) and
as contemplated by the Order.
S1-425 2. INTELLECTUAL PROPERTY RIGHTS

Ref Comply Supplier
Response
Y/N
S1-432 (e) freely sub-licensable; and
S1-433 (f) royalty-free,
S1-434 licence during the Subscription Term to permit QIC and End Users to: (i) access and use the Platform Services; (ii)
access, configure, display and use the Platform; and (iii) access, copy and use the Platform Documentation, in each case
for any purpose relating to: (1) the Services; (2) in the case of QIC, the exercise of QIC’s business or function, including
the provision of any services or support by QIC to End Users, and to exercise any of its rights under this Part E (Platform
Services); or (3) as otherwise specified in the Order.
S1-435 2.1.2 Supplier hereby grants to QIC (or shall procure the direct grant of) a worldwide, non-exclusive, royalty-free, non-
transferable (except as permitted by the assignment and transfer provisions in this Agreement), and irrevocable licence
during the Subscription Term to use, copy, modify, sub-license, distribute, display and otherwise engage all Supplier
IPR embedded or subsisting in any other materials made available by Supplier in connection with the Platform Services.
S1-437 2.2.1 Unless otherwise set out in the relevant Order, the scope and cost of the licence granted to QIC under Section 2.1
(Licence) shall not be restricted or limited, or calculated by reference to:
S1-443 (f) the number or location of third party providers of QIC;
S1-444 (g) the equipment or devices on which the Platform may be accessed or used from time to time; or

Ref Comply Supplier
Response
Y/N
S1-445 (h) the location of equipment or devices on which the Platform may be accessed or used.
S1-446 2.2.2 QIC shall have the right to adapt, reverse engineer, decompile, disassemble and modify the Platform in whole or in part:
S1-448 (b) to the extent that such action is legitimately required for the purposes of integrating the operation of the
Platform with the operation of other software or systems used by QIC from time to time;
S1-450 (d) for the purpose of configuring the Platform to permit use of the Platform Services.
S1-451 2.3 [Additional User Subscriptions
S1-452 2.3.1 This Section 2.3 applies only where the licence grant under Section 2.2.1 is subject to a number of user subscriptions
under and as set forth in the applicable Order (User Subscriptions).
S1-453 2.3.2 Subject to Sections 2.3.3 and 2.3.4, QIC may, from time to time during any Subscription Term, purchase additional
User Subscriptions in excess of the number set out in the Order and Supplier shall grant access to the Platform Services
and Platform Documentation to such additional End Users in accordance with the provisions of the Agreement.
S1-454 2.3.3 If QIC wishes to purchase additional User Subscriptions, QIC shall notify Supplier in writing and Supplier shall activate
the additional User Subscriptions within two (2) days of QIC’s request.
S1-455 2.3.4 QIC shall, within thirty (30) days of the date of Supplier’s invoice, pay to Supplier the relevant fees for such additional
User Subscriptions as set out in the Order (or if no such fees are specified, such fees as approved by QIC in writing)
and, if such additional User Subscriptions are purchased by QIC part way through the initial Subscription Term or any
renewal period (as applicable), such fees shall be pro-rated from the date of activation by Supplier for the remainder of
the initial Subscription Term or then current renewal period (as applicable).]
S1-456 2.4 Proprietary Rights

Ref Comply Supplier
Response
Y/N
S1-457 2.4.1 Unless otherwise set out in the Order, Supplier and/or its licensors own all Intellectual Property Rights in the Platform
and the Platform Documentation (excluding any Deliverables, QIC Data, or other QIC Intellectual Property Rights
embedded or used in connection with the Platform or Platform Documentation). Except as stated in this Agreement or
the applicable Order, this Section does not grant QIC any rights to, under or in, any patents, copyright, database right,
trade secrets, trade names, trade marks (whether registered or unregistered) in respect of the Platform or the Platform
Documentation.
S1-458 2.4.2 Supplier warrants and represents to QIC that it has all the rights in relation to the Platform Services and the Platform
Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of
this Section and in particular, Section 2.1 (Licence).
S1-459 2.4.3 As between the Parties, QIC shall own any and all Intellectual Property Rights in QIC Data and other QIC Intellectual
Property Rights, including such QIC Data that is inputted by QIC or End Users or by Supplier on QIC or the End User’s
behalf for the purpose of using the Platform or the Platform Services, and includes any End User data, content or
information, in any form or medium, in the Platform.
S1-460 2.5 Renewal of Platform Services
S1-461 2.5.1 Unless otherwise set out in the applicable Order, the Parties agree that:
S1-462 (a) at least [ninety (90)] days prior to the expiration of the initial Subscription Term specified in the Order and
each renewal Subscription Term, Supplier will notify QIC in writing of such impending expiration (a Platform
Renewal Notice);
S1-463 (b) QIC will have the option to continue the Platform Services for an additional [one (1)] year renewal period on
the same terms and conditions as applicable for the immediately preceding Subscription Term and at the
Platform Services Fees as set forth below;
S1-464 (c) QIC will notify Supplier if it elects to renew for an additional term; and
S1-465 (d) any Platform Services Fee applicable to each Subscription Term after the initial Subscription Term will be the
least of:

Ref Comply Supplier
Response
Y/N
S1-466 (i) the Platform Services Fee applicable to the immediately preceding Subscription Term (pro-rated, as
applicable, if the durations of the two (2) terms are not equivalent);
S1-467 (ii) Supplier’s then current fee for the applicable Platform; or
S1-468 (iii) such other fee as is mutually agreed upon in writing by the Parties.
S1-469 2.5.2 In the event Supplier fails to provide a Platform Renewal Notice pursuant to Section 2.4.1, or QIC does not exercise its
option to continue the Platform Services for an additional Subscription Term, QIC and End Users will have the right to
continue to use the Platform and receive the Platform Services under the applicable Order, at a pro-rata charge (based
on the fees in effect in the most recent Subscription Term), on a month-to-month basis, provided, however, that Supplier
may terminate such services on [ninety (90)] days prior written notice.
S1-470 2.6 Unbundling and Discontinuation
S1-471 2.6.1 Without limiting any other provision of this Agreement, in the event Supplier:
S1-472 (a) removes any features or functionality from the Platform and subsequently offers those features or functionality
in a new or different product (whether directly or indirectly or through a third party);
S1-473 (b) stops licensing the Platform other than as bundled or otherwise combined with other software;
S1-474 (c) elects to unbundle or otherwise separately licence any Platform that is a suite or other combination of software
products; or
S1-475 (d) discontinues the general availability of Platform Support Services and subsequently offers a new or different
product as a replacement and/or successor for that Platform (whether directly or indirectly or through a third
party),
S1-476 then the Platform Services specified and the licence granted under the applicable Order will be deemed to include the
relevant portion of or the entirety of (as necessary to ensure the continuance of all functionality originally provided and
licensed to QIC), any new, different, bundled or unbundled products, as applicable, without payment of any additional
licence fee or charge.

Ref Comply Supplier
Response
Y/N
S1-477 2.6.2 Notwithstanding Section 2.5.1, QIC shall in any event be entitled to exchange the affected Platform (or any part,
application or software module thereof) for any relevant replacement and/or successor software product without
payment of any additional licence fee or charge.
S1-478 2.7 Ownership of Modifications to the Platform and Platform Documentation
S1-479 2.7.1 In the event that Supplier offers services to customise, modify and/or enhance any part of the Platform, or to develop
programs, software or materials related to any part of the Platform, QIC has the right, on commercially reasonable
terms, to contract with Supplier to provide any such services. If the Parties contract for any such services:
S1-480 (a) the Parties shall do so via a validly executed Order that incorporates this Agreement; and
S1-481 (b) except where set out in the relevant Order, all items produced via such customisation, modification and/or
enhancement Services are Deliverables, owned by QIC, and shall be treated as QIC Confidential Information
by Supplier.
S1-482 2.8 Source Code Escrow
S1-483 2.8.1 Within [thirty (30)] days of a written request from QIC, Supplier shall place the source code of the Platform (including
any modifications to the Platform, the Platform Documentation, and any other documentation required to maintain and
enhance the Platform) in escrow on the generally applied standard NCC terms.
S1-484 2.8.2 Supplier shall provide QIC with a copy of the escrow agreement within [five (5)] Business Days of it being signed and
shall execute whatever additional documents are necessary to make QIC a beneficiary of such escrow agreement. The
escrow agreement will contain release conditions that will permit QIC to access and freely use the source code, at a
minimum, in the event of material breach by Supplier or insolvency of Supplier or in the event that Supplier discontinues
the provision of support services on the terms of the Agreement in respect of the relevant software.
S1-485 2.8.3 Prior to any termination or expiry of the escrow agreement, Supplier shall enter into a new agreement with an escrow
agent on terms that are approved in writing by QIC and Supplier’s failure to do so shall be treated as a material breach
of this Agreement.
S1-486 2.8.4 In circumstances where QIC obtains the release of the source code from escrow, then in addition to any licence granted
under this Agreement, Supplier hereby grants to QIC a non-exclusive, worldwide, irrevocable, perpetual, royalty-free
Ref Comply Supplier
Response
Y/N
licence to use, load, execute, store, transmit, display, copy (for its own business), adapt, translate, add or delete, amend,
modify, enhance, maintain, further develop, prepare derivative works or otherwise alter, sub-license and exploit the
source code of the released Platform to the extent necessary to enable QIC to maintain and support the Platform.
S1-487 3. PLATFORM WARRANTIES
S1-488 3.1 Platform Warranty
S1-489 Supplier shall ensure that at the time of Acceptance and for a period of [twelve (12)] months after Acceptance (the Platform
Warranty Period), the Platform:
S1-490 3.1.1 operates without any material errors or defects that would impact the performance or use of the Platform;
S1-491 3.1.2 operates in accordance with and conform to QIC’s requirements, the functional and technical specifications and the
Acceptance Criteria agreed under the relevant Order;
S1-492 3.1.3 operates in accordance with the Platform Documentation;
S1-493 3.1.4 does not require additional software or licences for effective use of the Platform, including, without limitation, for
effective use of any database components thereof;
S1-494 3.1.5 does not require plug-ins or non-standard browser components for the effective use of the Platform to the extent that
any part of the Platform is used in conjunction with a web browser; and
S1-495 3.1.6 does not contain any:
S1-496 (a) Malware;
S1-497 (b) Open Source Software, without QIC’s express written consent; or
S1-498 (c) code that would have the effect of disabling, impairing or otherwise shutting down all or any portion of the
Platform,

Ref Comply Supplier
Response
Y/N
S1-499 and any failure of Supplier to comply with this Section 3.1 (Platform Defect) shall permit QIC to submit a written notification
to Supplier (a Platform Warranty Notice) and Supplier shall promptly replace or correct any part of the Platform that does not
comply with this Section so as to remedy the non-compliance by the expiry of the period set out in the column titled “Remedy
Period” for the relevant Severity Level, as set out in the column titled “Defect Severity Level”, in the table below and failure to
do so shall entitle QIC to terminate the Agreement and any Order on [ten (10)] days’ written notice and shall be without prejudice
to any of QIC’s other rights or remedies under the Agreement or the relevant Order. The applicable Defect Severity Level shall
be determined by QIC, acting reasonably.
A Platform Defect which, in the

reasonable opinion of QIC:

the benefit of the
Deliverable;
[one (1)] day from the date of the
Severity Level 1 2. has a critical impact on the
Platform Warranty Notice
activities of QIC;

QIC; or
4. results in any material loss

or corruption of QIC Data.

[three (3)] days from the date of the
Severity Level 2 potential to:
Platform Warranty Notice
Ref Comply Supplier
Response
Y/N
workaround is available; or
2. cause a financial loss and/or

disruption to QIC which is
more than trivial but less
severe than the significant
financial loss described in
the definition of a Severity
Level 1 Defect.

potential to:
1. have a major adverse impact

on the activities of QIC
which can be reduced to a [five (5)] days from the date of the
Severity Level 3
moderate adverse impact Platform Warranty Notice
due to the availability of a
workaround; or
2. have a moderate adverse

impact on the activities of
QIC.

reasonable opinion of QIC, has the [seven (7)] days from the date of the
Severity Level 4
potential to have a minor adverse Platform Warranty Notice
impact on the use of the Deliverable.

Ref Comply Supplier
Response
Y/N
Order Effective Date:
S1-503 (a) the Platform Services are ISO/IEC 27001 accredited; SSAE [16][18], SOC 2 certified; and ISAE 3402
certified, and Supplier shall provide QIC with a complete copy of each audit or other report received by
Supplier to evidence such accreditation(s) and certification(s) within [ten (10)] Business Days after Supplier’s
receipt of such report;
S1-504 (b) in relation to the Platform and Platform Services, Supplier shall maintain such accreditation(s) and
certifications throughout the term of this Agreement;
S1-505 (c) use of the Platform by QIC and End Users will not introduce any viruses, “trojan horses” or similar items into
QIC’s or any End User network and information system;
S1-506 (d) the Platform Documentation is a full, accurate and up-to-date: (i) description of the operation, features,
functionality and performance of the Platform that provides sufficient information to enable users with
appropriate training and skills to use and troubleshoot the Platform; and (ii) information on the security of
Supplier’s network and information systems used in connection with the Platform Services. Supplier shall
update QIC promptly if there are any changes to such information;
S1-507 (e) Supplier implements, operates, maintains and adheres to policies in accordance with Good Industry Practice
for the security of Supplier’s network and information system in so far as these relate to QIC and the Platform
Services, including risk analysis, human resources, security of operations, security architecture, secure data
and system life cycle management and, where applicable, encryption and its management; and
S1-508 (f) Upgrades provided under any Order will not degrade, impair or otherwise adversely affect the performance or
operation of the computer programs previously provided under such Order.
Platform Services. Supplier will not do anything or omit to do anything, and will ensure that its agents, subcontractors

Ref Comply Supplier
Response
Y/N
and Supplier Personnel will not do anything or omit to do anything, which might invalidate any warranty or guarantee
in respect of the Platform.
S1-512 4. PLATFORM SUPPORT SERVICES
S1-513 4.1 Support
S1-514 4.1.1 During the Subscription Term, Supplier shall provide QIC the support services specified in this Section and the
applicable Order (Platform Support Services) as part of the Platform Services provided and licensed under this Part
E (Platform Services) and the applicable Order.
S1-515 4.1.2 Supplier shall perform Platform Support Services in accordance with the Service Levels and QIC shall be entitled to
any Service Credits specified in the relevant Order. As part of Platform Support Services, Supplier will apply continuous
efforts and resources to correct, repair and/or replace, at no cost to QIC, any Platform or Platform Services failure,
malfunction, defect, problem or non-conformity identified by QIC or otherwise brought to Supplier’s attention.
S1-516 4.2 Upgrades
S1-517 4.2.1 As part of Platform Support Services, Supplier will provide QIC with Upgrades to the Platform and Platform
simultaneously provide updated Platform Documentation for such Upgrades to QIC when such Upgrades are made
available to QIC. In addition, Supplier will provide to QIC at no additional cost:
S1-518 (a) a detailed, written report on the effect the applicable Upgrade will have on the Platform Services and the
Platform version currently in use by QIC and End Users; and

Ref Comply Supplier
Response
Y/N
S1-520 4.2.2 On QIC’s request, Supplier will provide all technical assistance necessary for QIC, End Users its contractors and/or
agents to download and complete the Upgrade. QIC may, in its sole discretion, decline to download any Upgrade. If
QIC declines to download any Supplier Upgrade, Supplier will maintain the Platform in the form in effect immediately
prior to Supplier’s request that QIC accepts such Upgrade and Supplier will continue to provide Platform Support
Services for such software in such form. Notwithstanding any other provision in this Agreement or relevant Order,
Supplier will always provide Platform Support Services and Upgrades for the then current version of each computer
program licensed under an Order, as well as for:
S1-523 4.2.3 whichever is longer.
S1-524 4.2.4 At no additional cost to QIC, Supplier will produce and make available to QIC any and all modifications to the Platform
to enable the same to operate in conjunction with any new releases of the applicable equipment’s operating system
within [three (3)] months after the new release of the underlying operating system is made generally available. As new
releases of the underlying operating system become generally available and supported by Supplier, Supplier will
continue to support the Platform for the prior releases of the underlying operating system for a period of at least [twelve
(12)] months.
S1-525 4.3 Unauthorised Support
S1-526 If QIC attempts to perform unauthorised maintenance and/or repair services on the Platform and, as a result, further service is
required to restore the Platform to proper operating condition, such service will be provided by Supplier hereunder; provided,
however, that Supplier will have the right to charge QIC for such services at the best rate it provides to any of its other customers
for similar services.
S1-527 4.4 Changes to Support
S1-528 4.4.1 QIC may:

Ref Comply Supplier
Response
Y/N
S1-529 (a) change the type of and nature of Platform Support Services elected for and/or discontinue any Platform
Services hereunder, and/or
S1-530 (b) terminate Platform Support Services for the Platform licensed under an Order, in each case, at any time, in
whole or in part, upon [thirty (30)] days’ written notice to Supplier.
S1-531 4.4.2 After any change decreasing the level of Platform Support Services received or any termination or expiration of Platform
Support Services prior to the end of the then current Subscription Term (including one resulting from a termination or
expiration of the Subscription Term), Supplier shall:
such Platform Services; and
S1-533 (b) adjust the Platform Services Fees for upcoming periods to reflect any partial terminations.
S1-534 PART F - SERVICE LEVELS
S1-535 1. INTRODUCTION
S1-536 1.1 The relevant Order sets out the Service Levels against which a Service Credit shall be payable for Service Level Performance
that falls below the required Service Level.
S1-537 1.2 The achievement of the Service Levels by Supplier may require the coordinated, collaborative effort of Supplier with third party
suppliers. Supplier shall provide a single point of contact for the prompt resolution of all Service Level Defaults and all failures
to provide high quality Services to QIC, regardless of whether such failures are caused by Supplier.
S1-538 2. SERVICE LEVEL PERFORMANCE
S1-539 2.1 Measurement
S1-540 2.1.1 Supplier shall use appropriate measurement and monitoring tools and procedures to measure and report Service Level
Performance, and such tools and procedures:

Ref Comply Supplier
Response
Y/N
S1-541 (a) shall report at a level of detail sufficient to verify compliance with the Service Levels; and
S1-542 (b) may be the subject of an audit by QIC or its appointed auditors.
S1-543 2.1.2 Any changes to the measurement and monitoring tools and procedures shall be agreed in accordance with the Change
Management Procedure and subject to QIC’s prior approval.
S1-544 2.1.3 If Supplier fails to measure Service Level Performance for a Service Level so that it is not possible to confirm whether
the Service Level has been achieved for a particular measurement period, then, in the absence of QIC’s written consent
to the failure to measure, the Service Level Performance for the Service Level shall be deemed to be a Service Level
Default.
S1-545 2.2 Failure to Perform
S1-546 2.2.1 In respect of any Service Level Default, Supplier shall:
S1-547 (a) investigate, assemble and preserve pertinent information with respect to, and report on the causes of, the
Incidents which led to the Service Level Default or failure, including performing an appropriate root cause
analysis of the underlying Problems;
S1-548 (b) advise QIC, as requested, of the status of remedial efforts being undertaken with respect to such Incidents and
Problems;
S1-549 (c) minimise the impact of the Incidents and Problems, correct them and promptly resume meeting the Service
Level; and
S1-550 (d) take appropriate preventive measures so that the Incidents and Problems do not recur.
S1-551 2.2.2 If Supplier or QIC identifies a trend in Service Level Performance which reasonably indicates that there shall be a future
Service Level Default, then Supplier shall perform a root cause analysis of the trend, report to QIC on its findings and
take any necessary steps to prevent an actual Service Level Default indicated by such root cause analysis.

Ref Comply Supplier
Response
Y/N
S1-552 2.2.3 Where the Service Level Performance drops below the minimum level defined for the respective Service Level for any
[three (3)] consecutive measurement periods or in any [four (4)] measurement periods in any [twelve (12)] month
period, this shall be deemed to be a Critical Service Level Default.
S1-553 2.3 Reporting
S1-554 2.3.1 Supplier shall report monthly on Supplier’s Service Level Performance against the applicable Service Levels. Such
report (the Performance Report) shall:
S1-555 (a) include a set of hard (if requested) and soft-copy reports to verify Supplier’s performance and compliance with
the applicable Service Levels;
S1-556 (b) identify whether QIC is entitled to any Service Credits; and
S1-557 (c) include detailed supporting information in machine-readable form suitable for use on a personal computer.
S1-558 2.3.2 The data and detailed supporting information shall be QIC’s Confidential Information, and QIC shall be able to access
such information online and in real-time, where feasible, at any time during the Term.
S1-559 2.3.3 Supplier to make itself available to discuss the Performance Report at monthly service review meetings.
S1-560 2.4 Continuous Improvement
S1-561 2.4.1 Supplier shall strive to continuously improve Service Level Performance with the aim of exceeding Service Levels.
Where practical, Service Levels shall be increased under the Change Management Procedure where consistent
performance over and above Service Levels is achieved or achievable.
S1-562 3. SERVICE CREDITS
S1-563 3.1 Status of Service Credits
S1-564 3.1.1 The Parties each acknowledge and agree that the Service Credits:

Ref Comply Supplier
Response
Y/N
S1-565 (a) are a price adjustment to reflect the reduced level of Service performed by Supplier; and
S1-566 (b) are not an estimate of the loss or damage that may be suffered by QIC as a result of a Service Level Default,
penalties or liquidated damages.
S1-567 3.1.2 Payment of a Service Credit by Supplier is without prejudice to, and subject to Section 3.1.3 shall not limit, any right
or remedies that QIC may have:
S1-568 (a) to damages or non-monetary remedies at law or in equity resulting from, or otherwise arising in respect of,
such Service Level Default; or
S1-569 (b) to terminate this Agreement and/or relevant Order.
S1-570 3.1.3 Any award for damages resulting from a Service Level Default, in respect of which a Service Credit has already been
paid, shall be reduced by the amount of that Service Credit paid by Supplier.
S1-571 3.2 Weighting Factors
S1-572 3.2.1 Subject to Section 3.2.2, QIC may apportion Weighting Factors against all or some of the Service Levels. Following
the relevant Order Effective Date, QIC may change the apportionment of Weighting Factors in accordance with Section
3.2.2.
S1-573 3.2.2 QIC may change the allocation of Weighting Factors between Service Levels, provided that the Weighting Factor for a
Service Level is changed no more frequently than once in any [three (3)] month period by providing [thirty (30)] days’
prior notice to Supplier.
S1-574 3.3 Calculation of Service Credits
S1-575 3.3.1 For each Service Level Default occurring during the Term that relates to a Service Level that has an associated
Weighting Factor at the relevant time, the Charges shall be reduced in accordance with Section 3.3.3, by an amount
calculated in accordance with Section 3.3.2 (a Service Credit).

Ref Comply Supplier
Response
Y/N
S1-576 3.3.2 In respect of each Service Level Default to which Section 3.3.1 applies, the applicable Service Credit shall be equal to
an amount calculated by multiplying:
S1-577 (a) the Weighting Factor for such Service Level; by
S1-578 (b) the monthly Charges in respect of the month in which such Service Level Default occurred.
S1-579 3.3.3 Any Service Credits shall be applied against the first invoice submitted following the month when the Performance
Report showing the Service Level Default is issued by Supplier (or in the circumstances described in Section 3.3.4,
applied against the first invoice submitted by Supplier following the failure to provide a Performance Report). Where
there is no invoice submitted in the month following the Performance Report showing the Service Level Default is
issued by Supplier (or in the circumstances described in Section 3.3.4), applied against the first invoice submitted by
Supplier following the failure to provide a Performance Report, Supplier shall promptly pay such Service Credits to
QIC.
S1-580 3.3.4 Where Supplier has failed to provide a Performance Report in respect of [one (1)] or more of the Service Levels in any
month, such failure shall be deemed a Service Level Default and QIC shall be entitled to a Service Credit in respect of
each Service Level that Supplier has failed to report equal to the greater of:
S1-581 (a) the Service Credit which would otherwise be payable by Supplier in the event of a Service Level Default in
respect of the relevant Service Level(s) where Supplier has failed to provide a Performance Report; and
S1-582 (b) [five per cent. (5%)] of the monthly Charges.
S1-583 3.3.5 In no event shall the total amount of Service Credits applied to reduce the Charges pursuant to Section 3.3.1, in respect
of Service Level Defaults occurring during any month, exceed an amount equal to [thirty per cent. (30%)] of the monthly
Charges for such month (At Risk Amount).
S1-584 3.4 Exceptions
S1-585 3.4.1 If any events that are measured as part of a Service Level are not successfully achieved in accordance with the relevant
Service Level and Supplier demonstrates that such failure is directly caused by any of the following, then such events

Ref Comply Supplier
Response
Y/N
shall be disregarded for the purpose of calculating the relevant Service Level (and shall be excluded from both the
numerator and the denominator for the purposes of calculating whether the Service Level has been achieved):
S1-586 (a) a force majeure event to the extent that Supplier is excused from performing in accordance with Clause 9
(Force Majeure) of the Terms and Conditions; or
S1-587 (b) a Failed QIC Dependency Event occurs.
S1-588 4. CHANGES TO SERVICE LEVELS
S1-589 4.1 Changes
S1-590 4.1.1 The methodology provided in Sections 4.2 (Adding New Service Levels) and 4.3 (Deleting Service Levels) shall be used
to add new Service Levels requested by QIC, delete existing Service Levels and change the designations of the Service
Levels following the relevant Order Effective Date. All such Changes shall be documented through the Change
Management Procedure and shall constitute a Mandatory Change and, with the exception of Section 4.2 (Adding New
Service Levels), shall not constitute a Change for which Supplier may increase the Charges.
S1-591 4.2 Adding New Service Levels
S1-592 4.2.1 QIC may add new Service Levels by sending a written request to Supplier at least thirty (30) days prior to the date that
QIC requires such additional Service Levels to be effective; provided that QIC may send such written request (which
may contain multiple additions) not more than once in a quarter. The cost of implementing such a new Service Level,
such as new or additional tools required to measure and report the new Service Level, shall be agreed in accordance
with the Change Management Procedure.
S1-593 4.2.2 For any new Service Levels requested by QIC following the relevant Order Effective Date, in accordance with this
Section 4.2 (Adding New Service Levels), the Parties shall agree, in good faith, on a Service Level commitment using
industry standard measures or data from a comparable Service Level.
S1-594 4.3 Deleting Service Levels

Ref Comply Supplier
Response
Y/N
S1-595 4.3.1 QIC may delete Service Levels at any time during the Term by sending written notice to Supplier at least thirty (30)
days prior to the date that QIC requires such deletion to be effective.
S1-596 PART G – QIC DATA AND INFORMATION SECURITY
S1-597 1. GENERAL
S1-598 1.1 Supplier shall comply with Applicable Data Protection Laws, and QIC’s information security and privacy policies and standards
as updated from time to time.
S1-599 1.2 Supplier shall ensure that all computer software, hardware, electronics, systems or other equipment that is the property of
Supplier, its Affiliates, subcontractors and Personnel and that will be used or included in the execution of Supplier and its
Affiliates’ obligations under this Agreement and any Order shall contain no Malware.
S1-600 1.3 Supplier shall promptly, and in any event within [twenty-four (24)] hours, notify QIC about any actual or suspected breach of
systems operated by Supplier or its Affiliates, or any actual or suspected unauthorised access to, or disclosure of QIC Data (a
Security Breach) and shall:
S1-601 1.3.1 provide full details of such Security Breach to QIC, and update QIC as the investigation into such Security Breach
progresses;
S1-602 1.3.2 not make any public disclosure with respect to the Security Breach, without QIC’s prior written consent;
S1-603 1.3.3 on request, provide QIC with assistance in relation to notifying relevant Regulators and individuals; and
S1-604 1.3.4 implement any measures necessary to:
S1-605 (a) restore the security of compromised QIC Data; and
S1-606 (b) mitigate the consequences of the Security Breach (including any steps reasonably requested by QIC).
S1-607 2. QIC DATA

Ref Comply Supplier
Response
Y/N
S1-608 2.1 Restrictions on use of QIC Data
S1-609 2.1.1 Supplier shall not use QIC Data other than as authorised pursuant to this Agreement, an Order or otherwise by QIC in
writing. In particular, Supplier shall not:
S1-610 (a) use QIC Data other than in connection with the provision of the Products or Services;
S1-611 (b) disclose (including to law enforcement, government bodies or Regulators), sell, assign, lease or commercially
exploit QIC Data;
S1-612 (c) aggregate QIC Data with other third party data;
S1-613 (d) export QIC Data from the Kingdom of Saudi Arabia or access QIC Data from outside the Kingdom of Saudi
Arabia; and
S1-614 (e) otherwise provide QIC Data to third parties.
S1-615 2.2 Collection and Processing of QIC Data
S1-616 2.2.1 Supplier shall ensure that to the extent it collects, processes or stores any QIC Data on behalf of QIC, it shall:
S1-617 (a) not process QIC Data except to the extent reasonably necessary in performance of its obligations under this
Agreement or an Order;
S1-618 (b) act only on instructions from QIC and promptly deal with enquiries from QIC in relation to QIC Data;
S1-619 (c) promptly carry out a request from QIC to amend, correct, transfer, block or delete any of the QIC Data
necessary to allow QIC to comply with its responsibilities under Applicable Law;
S1-620 (d) implement appropriate technical and organisational security measures, including any measures described in an
Order, against unauthorised or unlawful processing of QIC Data and against accidental or unauthorised loss,
alteration, destruction, damage or access to QIC Data. Such measures must:

Ref Comply Supplier
Response
Y/N
S1-621 (i) be no less rigorous than the most rigorous of the practices generally maintained by QIC in respect of
its Confidential Information and QIC Data (to the extent that QIC has made Supplier aware of such
practices), or maintained by Supplier with respect to its own Confidential Information or data of a
similar nature (whichever is the more rigorous);
S1-622 (ii) enable both Parties to comply with Applicable Law; and
S1-623 (iii) be maintained for so long as Supplier and its Affiliates have any of QIC’s Confidential Information or
QIC Data in their possession or have access to such Confidential Information or QIC Data;
S1-624 (e) not subcontract any processing of QIC Data without QIC’s prior written authorisation;
S1-625 (f) ensure that access to QIC Data is limited to those employees and authorised subcontractors who need access
to QIC Data and that all such employees and authorised subcontractors are informed of and are obliged to
uphold the confidentiality and obligations imposed on Supplier under this Agreement and any Order in respect
of QIC Data;
S1-626 (g) comply with Supplier’s obligations under Applicable Law, and shall not, by act or omission, put QIC in breach
of, or jeopardise any registration under, any Applicable Law;
S1-627 (h) promptly and fully notify QIC in writing of any notices in connection with the processing of any QIC Data,
including subject access requests and communications received from any court, governmental, law
enforcement or Regulator or third party, and (at no additional cost to QIC) provide such information and
assistance as QIC may reasonably require but shall not respond to any such notices or communications without
QIC’s written authorisation;
S1-628 (i) keep adequate records to document compliance with the obligations of this Section 2.2 (Collection and
Processing of QIC Data) and make those records available to QIC on request;
S1-629 (j) keep a register of the Personal Data processing carried out on behalf of QIC, which shall include details of the
controlling entity and Data Protection Officer (where applicable), a description of the Personal Data categories
processed, the purpose of processing, and the parties to which Personal Data has or will be disclosed, and the
Supplier shall make the register available to QIC on request;

Ref Comply Supplier
Response
Y/N
S1-630 (k) if requested, submit to a data processing and/or security audit if QIC or any Regulator requests or requires an
audit; and
S1-631 (l) store QIC Data separately from data relating to Supplier or other members of Supplier Group or any third
party;
S1-632 2.2.2 To the extent that Supplier acts as a data processor on behalf of QIC for processing Personal Data, the relevant Order
shall set out a description of the Personal Data processing activities.
S1-633 2.3 [Subcontracting]
S1-634 2.3.1 [To the extent that QIC provides the Supplier with prior written authorisation to subcontract the processing of QIC Data,
the Supplier will:
S1-635 (a) only subcontract the specific data processing activities which are set out in the relevant Order to the relevant
subcontractor listed in the Order;
S1-636 (b) provide QIC with such information as QIC may require to ascertain that such subcontractor has the ability to
comply with the Supplier’s obligations set out in this Agreement and with QIC’s instructions;
S1-637 (c) provide QIC with such information as QIC may require to ascertain that such subcontractor has the ability to
comply with Applicable Data Protection Laws;
S1-638 (d) where the subcontractor fails to fulfil its obligations, remain fully liable under the Applicable Data Protection
Laws to QIC for the performance of that subcontractor’s obligations; and
S1-639 (e) ensure that it has a written agreement in place with all subcontractors which contains data processing and
information security obligations on the subcontractor which are no less onerous on the relevant subcontractor
than the obligations on the Supplier under this Agreement.]
S1-640 2.4 Return of QIC Data

Ref Comply Supplier
Response
Y/N
S1-641 2.4.1 At the end of the Term, or upon QIC’s earlier written request, Supplier shall, and shall procure that the Supplier
Personnel and subcontractors shall:
S1-642 (a) promptly provide to QIC copies of any QIC Data and QIC’s Confidential Information that Supplier Group or
a subcontractor (including any Supplier Personnel) has in its possession in a usable format and on media
reasonably requested by QIC; and
S1-643 (b) if so requested by QIC, destroy or delete permanently any copies of QIC Data and QIC’s Confidential
Information in the Supplier Group’s or the subcontractor’s (including Supplier Personnel’s) possession
(including backup copies) and certify in writing to QIC that it has done so.
S1-644 2.5 [Cloud Services]
S1-645 [To the extent the Supplier provides Cloud Computing Services (as defined in the CCRF) to QIC, the Supplier shall comply
with the requirements of the CCRF (as amended, consolidated, re-enacted or replaced from time to time).]
S1-646 2.6 Changes in Applicable Data Protection Laws
S1-647 The Parties agree to negotiate in good faith modifications to this Agreement if changes are required for Supplier to continue to
process Personal Data contained in QIC Data as contemplated by this Agreement in compliance with the Applicable Data
Protection Laws or to address the legal interpretation of the Applicable Data Protection Laws.
S1-648 PART H – AGILE METHODOLOGY
S1-649 1. ADDITIONAL DEFINED TERMS
S1-650 Where the Parties enter into an Order for the provision of Deliverables on an agile basis, the following terms shall have the
meaning set out below:
S1-651 Agile Acceptance Criteria means the acceptance criteria set out in a particular User Story and relevant Order.

Ref Comply Supplier
Response
Y/N
S1-652 Agile Acceptance Tests means the tests that are to be run on a particular Result by QIC to determine whether it complies with
its Acceptance Criteria.
S1-653 Agile Process has the meaning set out in Section 5 (Agile Process).
S1-654 Agile Change Control Process has the meaning set out in Section 6 (Agile Change Control Process).
S1-655 Agile Deliverables means the following deliverables:
S1-656 (a) object code and Source Code versions of the Agile Software as described in the Agile Software Description;
S1-657 (b) object code and Source Code versions of all Delivered Results; and
S1-658 (c) all Agile Documents.
S1-659 Agile Development Team means the persons described in the relevant Order or appointed pursuant to this Agreement and any
replacements from time to time permitted under this Agreement.
S1-660 Agile Documents means the operating manuals, user instruction manuals, technical literature and all other related materials in
human-readable or machine-readable forms supplied by Supplier and referred to in the User Stories.
S1-661 Agile Product Backlog means the current version of the document from time to time, based on the Agile Product Vision and
kept up to date by the Agile Product Owner, that comprises:
S1-662 (a) the Agile Requirements to be completed, sorted in terms of priority by the Agile Product Owner, their respective Agile
Acceptance Criteria and any further details of these Agile Requirements provided by the Agile Product Owner from
time to time under the relevant Order;
S1-663 (b) the Results and Delivered Results to date;
S1-664 (c) the estimated business value of each Agile Requirement; and

Ref Comply Supplier
Response
Y/N
S1-665 (d) the Resource Points for each Agile Requirement,
S1-666 the initial version of which is set out in the relevant Order.
S1-667 Agile Product Owner means the person described in the relevant Order and any replacement from time to time.
S1-668 Agile Product Vision means an outline of the Agile Project, describing its goals, targeted benefits and overall focus as set out
in the relevant Order.
S1-669 Agile Project means the project described by the Agile Product Vision and the User Stories included in the Agile Product
Backlog from time to time.
S1-670 Agile Project Completion means the date on which the notice is given to Supplier under Section 5.10 (Agile Project
Completion).
S1-671 Agile Project Participants means the following persons:
S1-672 (a) the Agile Development Team;
S1-673 (b) the ScrumMaster; and
S1-674 (c) the Agile Product Owner.
S1-675 Agile Project Term means the term of the Agile Project, commencing on the Order Effective Date and ending on Agile Project
Completion or earlier termination of the relevant Order.
S1-676 Agile Project Tools means the following artefacts relating to the Agile Project:
S1-677 (a) the Agile Product Vision;
S1-678 (b) the Agile Product Backlog; and

Ref Comply Supplier
Response
Y/N
S1-679 (c) each Sprint Backlog.
S1-680 Agile Requirement means the non-technical description in a particular User Story of a requirement of QIC, describing the
intended operations, functions, performance and other characteristics of the Agile Software or part of the Agile Software.
S1-681 Agile Software means the software to be developed pursuant to the Agile Project.
S1-682 Agile Software Description means a comprehensive description of the Agile Software as at Agile Project Completion or
termination of the Order (as the case may be).
S1-683 Daily Scrum Meeting means a meeting of the Agile Development Team on each Business Day during the Agile Project Term
(except during any period of leave agreed by the Parties) to discuss:
S1-684 (a) tasks completed on the previous Business Day;
S1-685 (b) tasks to be completed on the current Business Day; and
S1-686 (c) any impediments potentially affecting attainment of the Sprint Goal, including the status of any disputes escalated under
the Dispute Escalation Procedure.
S1-687 Definition of Done means the definition[s] set out in the relevant Order, as amended from time to time by agreement between
the Agile Product Owner and Agile Development Team.
S1-688 Delivered Result means a Result that meets the relevant Definition of Done and Agile Acceptance Criteria.
S1-689 Delivery means conformity of a particular Result with the relevant Definition of Done and Acceptance Criteria, and Deliver and
Delivered shall be construed accordingly.
S1-690 Release Planning Sessions means a planning meeting between the Agile Product Owner, ScrumMaster and Agile Development
Team.
S1-691 Resource Points means a unit of measurement of the resource required for completion of:

Ref Comply Supplier
Response
Y/N
S1-692 (a) the Agile Project and each Sprint; and
S1-693 (b) specific Agile Requirements.
S1-694 Result means the result of development work carried out under this agreement to meet a particular Agile Requirement.
S1-695 ScrumMaster means the person described in the relevant Order or appointed pursuant to this Agreement and any replacements
from time to time permitted under this Agreement.
S1-696 Sprint means a fixed period, as specified in an Order, during which User Stories are developed, tested and Delivered in
accordance with this Agreement.
S1-697 Sprint Goal means the Delivery of all Sprint Results by the end of the relevant Sprint.
S1-698 Sprint Meetings means Sprint Planning Meetings, Sprint Retrospective Meetings and Sprint Review Meetings.
S1-699 Sprint Planning Meeting means a planning meeting between the Agile Product Owner, ScrumMaster and Agile Development
Team.
S1-700 Sprint Requirements has the meaning set out in Section 5.3.1.
S1-701 Sprint Results means the Results of the current Sprint.
S1-702 Sprint Retrospective Meeting means a retrospective meeting between the Agile Product Owner, ScrumMaster and Agile
Development Team.
S1-703 Sprint Review Meeting means a review meeting between the Agile Product Owner, ScrumMaster and Agile Development
Team and any other QIC representatives who have an interest in the Agile Project.
S1-704 User Story means an Agile Requirement and its associated Agile Acceptance Criteria.
S1-705 2. AGILE PROJECT

Ref Comply Supplier
Response
Y/N
S1-706 2.1 The Agile Project Participants shall participate in the Agile Project, using the Agile Project Tools and following the Agile Process
and, if appropriate, the Agile Change Control Process.
S1-707 3. AGILE PROJECT PARTICIPANTS
S1-708 3.1 Overview
S1-709 3.1.1 The Agile Project Participants shall consist of:
S1-710 (a) the Agile Development Team;
S1-711 (b) the ScrumMaster; and
S1-712 (c) the Agile Product Owner.
S1-713 3.2 Agile Development Team
S1-714 3.2.1 The Agile Development Team, and each Agile Development Team member shall:
S1-715 (a) develop the Agile Software;
S1-716 (b) work towards the Agile Product Vision;
S1-717 (c) advise on integration of the Agile Software with QIC’s IT environment;
S1-718 (d) collaborate and cooperate with all Agile Project Participants;
S1-719 (e) in conjunction with the ScrumMaster and the Agile Product Owner, use all reasonable endeavours to
remove impediments potentially affecting the attainment of any Sprint Goal and to resolve any disputes
between any Agile Project Participants concerning the Agile Project;
S1-720 (f) ensure that the Agile Software is designed and developed so as to minimise the risk of viruses attacking
it or QIC’s IT environment;

Ref Comply Supplier
Response
Y/N
S1-721 (g) together with the ScrumMaster, test the Results for viruses in accordance with the Definition of Done;
S1-722 (h) actively participate in all Sprint Meetings and Release Planning Sessions; and
S1-723 (i) be dedicated full-time to the Agile Project and engage in no other project during the Agile Project Term.
S1-724 3.3 ScrumMaster
S1-725 3.3.1 The ScrumMaster shall:
S1-726 (a) lead, facilitate and support the timely development of the Agile Software and attainment of the Agile
Product Vision;
S1-727 (b) facilitate visibility of the development of the Agile Software to all Agile Project Participants;
S1-728 (c) if reasonably requested to do so, provide assistance to any Agile Development Team member or the Agile
Product Owner;
S1-729 (d) facilitate collaboration and co-operation between all Agile Project Participants and act impartially;
S1-730 (e) facilitate self-organisation of the Agile Development Team;
S1-731 (f) facilitate timely removal of impediments potentially affecting the attainment of any Sprint Goal;
S1-732 (g) facilitate resolution of all issues between any Agile Project Participants concerning the Agile Project,
including escalation to the Dispute Resolution Procedure where appropriate;
S1-733 (h) together with the Agile Development Team, test the Results for viruses in accordance with the Definition
of Done;
S1-734 (i) actively participate in all Sprint Meetings and Release Planning Sessions; and

Ref Comply Supplier
Response
Y/N
S1-735 (j) be dedicated [full-time to the Agile Project and engage in no other project during the Agile Project
Term][for a reasonable level of time to the Agile Project].
S1-736 3.4 Agile Product Owner
S1-737 3.4.1 The Agile Product Owner shall:
S1-738 (a) be QIC’s main representative concerning the Agile Project;
S1-739 (b) be empowered to perform its obligations and exercise its rights under this Agreement (including the
giving of approval where required and the sorting of priority of Requirements) without the need to seek
prior QIC approval and to give approval orally;
S1-740 (c) be fully familiar with QIC’s business;
S1-741 (d) maintain the Agile Product Backlog by reviewing it and resetting the priorities assigned to its constituent
Agile Requirements from time to time;
S1-742 (e) actively participate in all Sprint Meetings and Release Planning Sessions; and
S1-743 (f) be dedicated for a reasonable level of time to the Agile Project.
S1-744 3.5 Appointment of Agile Development Team and ScrumMaster
S1-745 3.5.1 The Agile Development Team and ScrumMaster shall be set out in the relevant Order or shall be appointed as follows:
S1-746 (a) Agile Development Team
S1-747 (i) Within [five (5)] Business Days of the date of the relevant Order, Supplier shall give notice of the
composition of the Agile Development Team and the suggested appointees to comprise the Agile
Development Team to QIC, including names, skills, experience and qualifications of all such
suggested appointees.

Ref Comply Supplier
Response
Y/N
S1-748 (ii) If the Parties are unable to agree on such composition and appointments within [five (5)] Business
Days of such notice being given, either Party may then suggest an alternative composition and
alternative appointments by giving notice to the other Party.
S1-749 (iii) If the Parties are still unable to agree on any such composition and appointments within [five (5)]
Business Days of such second notice being given, QIC may immediately terminate the Order by giving
notice to Supplier.
S1-750 (b) ScrumMaster
S1-751 (i) Within [five (5)] Business Days of the date of the Order, Supplier shall give notice of the suggested
ScrumMaster appointee to QIC, including name, skills, experience and qualifications.
S1-752 (ii) If the Parties are unable to agree on any such appointment within [five (5)] Business Days of giving
such notice, either Party may then suggest an alternative appointee by giving notice to the other Party.
S1-753 (iii) If the Parties are still unable to agree on any such appointment within [five (5)] Business Days of such
second notice being given, QIC may immediately terminate the relevant Order by giving notice to
Supplier.
S1-754 3.6 General
S1-755 3.6.1 The Parties acknowledge and agree that:
S1-756 (a) the respective roles and responsibilities, level of dedication to the Agile Project and (where appropriate)
criteria concerning requisite skills, experience and qualifications of the Agile Project Participants are
specified above; and
S1-757 (b) timely and successful Agile Project Completion depends on continuity of personnel in the roles of Agile
Development Team members and the ScrumMaster.

Ref Comply Supplier
Response
Y/N
S1-758 3.6.2 Subject to Section 3.5 (Appointment of Agile Development Team and ScrumMaster), Supplier shall not remove from
the Agile Project or replace any member of the Agile Development Team without QIC’s consent, not to be withheld or
delayed unreasonably.
S1-759 3.6.3 Supplier shall not remove from the Agile Project or replace the ScrumMaster without QIC’s consent, which may be
withheld at its discretion.
S1-760 3.6.4 Any Agile Project Participant shall respond to any queries or reasonable requests for information from any other Agile
Project Participant as soon as reasonably possible.
S1-761 4. AGILE PROJECT TOOLS
S1-762 4.1 All Agile Project Participants
S1-763 4.1.1 acknowledge that the Agile Product Vision provides an overarching framework for the Agile Project, and
S1-764 4.1.2 agree that they shall perform their roles, responsibilities, obligations and duties in a manner consistent with that
framework and, as far as reasonable to do so, with maximising the potential for attaining the goals outlined in the Agile
Product Vision.
S1-765 4.2 The Parties agree that the Agile Product Owner and the Agile Development Team shall be responsible for the provision from
time to time under this Agreement of, respectively, the first three elements of the definition of Agile Product Backlog and the
last element and for keeping their respective elements up to date.
S1-766 4.3 Supplier acknowledges and agrees with the Agile Product Owner’s estimates of the duration of the Agile Project, the number of
two week non-extendable Sprints required for Agile Project Completion and its allocation of Resource Points for the agile Project
and each Sprint, specified in the Order.
S1-767 4.4 Within [five (5)] Business Days of the date of the relevant Order, the Agile Development Team shall determine the Resource
Points for each Agile Requirement included in the Agile Product Backlog on that date and notify the Agile Product Owner
accordingly.

Ref Comply Supplier
Response
Y/N
S1-768 4.5 The Agile Product Owner shall sort the Agile Requirements included in the Agile Product Backlog in terms of priority as it sees
fit.
S1-769 5. AGILE PROCESS
S1-770 5.1 Agile Product Owner
S1-771 5.1.1 For clarity, the Parties acknowledge and agree that the Agile Product Owner:
S1-772 (a) may as it sees fit, from time to time during the Agile Project Term, change the priority of the Agile
Requirements included in the Agile Product Backlog and delete Agile Requirements from the Agile
Product Backlog;
S1-773 (b) must follow the Agile Change Control Process if it wishes to include any new Agile Requirement in the
Agile Product Backlog; and
S1-774 (c) may not amend the number of Resource Points determined for specific Agile Requirements.
S1-775 5.2 Sprint Planning Meeting
S1-776 5.2.1 The Parties shall hold a Sprint Planning Meeting before the relevant Sprint commences. At the Sprint Planning Meeting
for each Sprint:
S1-777 (a) the Agile Product Owner shall select Agile Requirements from the Agile Product Backlog it wishes to
be included in the current Sprint Backlog;
S1-778 (b) the Agile Product Owner shall notify the Agile Development Team of the selected Agile Requirements,
their respective Agile Acceptance Criteria and other relevant information;
S1-779 (c) the Agile Development Team shall determine how many of the selected Agile Requirements can be
developed during the current Sprint and notify the Agile Product Owner accordingly; and

Ref Comply Supplier
Response
Y/N
S1-780 (d) the Agile Product Owner and the Agile Development Team may agree to replace a higher-priority
Requirement with a lower-priority Agile Requirement bearing equal or fewer Resource Points if it is
technically expedient to do so.
S1-781 5.3 Sprint Backlog
S1-782 5.3.1 The Agile Product Owner and the Agile Development Team shall use all reasonable endeavours to agree the selection
of Agile Requirements to be included in the current Sprint Backlog. Once the Agile Requirements to be included in the
Sprint Backlog (Sprint Requirements) have been agreed under Section 5.4 (Sprint Activity):
S1-783 (a) no alterations or additions may be made to those Sprint Requirements;
S1-784 (b) the Agile Product Owner and the Agile Development Team shall review and, if necessary, amend the
Definition of Done in relation to each Sprint Requirement; and
S1-785 (c) the Agile Development Team shall prepare the Sprint Backlog which shall include:
S1-786 (i) the Sprint Requirements;
S1-787 (ii) the Resource Points for each Sprint Requirement;
S1-788 (iii) the Definition of Done and Agile Acceptance Criteria for each Sprint Requirement; and
S1-789 (iv) a breakdown of each Sprint Requirement into specific tasks and allocation of these tasks to specific
Agile Development Team members.
S1-790 5.3.2 The Agile Development Team shall maintain the Sprint Backlog and update it daily to reflect any changes in the
Resource Points for any Sprint Requirement.
S1-791 5.4 Sprint Activity
S1-792 5.4.1 During each Sprint the Agile Development Team shall:

Ref Comply Supplier
Response
Y/N
S1-793 (a) develop the Agile Software in accordance with the Sprint Backlog and this Agreement;
S1-794 (b) hold Daily Scrum Meetings;
S1-795 (c) use all reasonable endeavours to achieve the Sprint Goal during the relevant Sprint; and
S1-796 (d) from time to time review the Resource Points for any Sprint Requirement and determine whether and, if
so, what change in the Resource Points is appropriate.
S1-797 5.5 Sprint Meetings
S1-798 5.5.1 Within [five (5)] Business Days of the end of each Sprint, the Agile Development Team, ScrumMaster and Agile
Product Owner shall hold:
S1-799 (a) a Sprint Review Meeting in conjunction with any Agile Project Stakeholders that wish to attend;
S1-800 (b) a Sprint Retrospective Meeting; and
S1-801 (c) a Sprint Planning Meeting for the next Sprint.
S1-802 5.6 Sprint Review Meeting
S1-803 5.6.1 At the Sprint Review Meeting:
S1-804 (a) the Agile Development Team and ScrumMaster shall determine which of the current Sprint Results meet
their respective Definitions of Done and notify the Agile Product Owner accordingly; and
S1-805 (b) QIC shall determine which of these Results meet its respective Agile Acceptance Criteria in all material
respects in accordance with the following procedure:
S1-806 (i) QIC shall carry out the Agile Acceptance Tests using the Agile Acceptance Criteria within [three (3)]
Business Days of completion of the relevant Sprint, at a time to be agreed in writing with Supplier;

Ref Comply Supplier
Response
Y/N
S1-807 (ii) QIC shall permit Supplier to attend and observe the Agile Acceptance Tests;
S1-808 (iii) QIC shall not unreasonably withhold or delay its agreement that any particular Sprint Result meets its
Agile Acceptance Criteria;
S1-809 (iv) QIC shall be deemed to have agreed that the Sprint Requirements have met its respective Acceptance
Criteria on the earliest of:
S1-810 (A) QIC’s written agreement to that effect;
S1-811 (B) the expiry of [three (3)] Business Days after the completion of the relevant Agile Acceptance
Tests, unless QIC has given written notice to Supplier that one or more Sprint Results do not
meet its respective Acceptance Criteria, specifying the relevant Sprint Result or Sprint
Results and details of the nature of the failure, in each case;
S1-812 (C) the expiry of [five (5)] Business Days after Supplier informs QIC that the Sprint
Requirements are ready for the relevant Agile Acceptance Tests, if those Agile Acceptance
Tests have not been completed; and
S1-813 (D) the live use of the Agile Software (or the relevant part of it) by QIC or any of its employees,
agents or contractors.
S1-814 5.7 Sprint Retrospective Meeting
S1-815 5.7.1 At each Sprint Retrospective Meeting, the Agile Product Owner, ScrumMaster and the Agile Development Team shall
discuss and agree potential improvements to their practices, teamwork, environment, or organisation for implementation
in future Sprints and review their appropriateness and efficacy at the next Sprint Retrospective Meeting.
S1-816 5.7.2 The Agile Product Owner shall include in the Agile Product Backlog any Sprint Requirement that has not been
developed during the current Sprint and any Result that has not been Delivered (both of which shall be deemed to be
an outstanding Requirement) and reset all priorities for all outstanding Requirements.
S1-817 5.8 Release Planning Session

Ref Comply Supplier
Response
Y/N
S1-818 5.8.1 Within [five (5)] Business Days of the end of every second Sprint the Agile Product Owner, ScrumMaster and the Agile
Development Team shall hold a Release Planning Session where they shall:
S1-819 (a) discuss whether development of the Agile Software remains aligned with the Agile Product Vision and
with the Parties’ expectations; and
S1-820 (b) evaluate cost and timeline impacts due to additions of Agile Requirements to, or deletions of Agile
Requirements from, the Agile Product Backlog.
S1-821 5.8.2 Material changes to the Agile Product Backlog shall be subject to the Agile Change Control Process.
S1-822 5.9 Sprint Completion
S1-823 5.9.1 On completion of a Sprint, the Agile Project Participants shall promptly commence the next Sprint and Section 5.1
(Agile Project Owner) to 5.10 (Agile Project Completion) shall apply to them as if they were set out in full and each
reference to the Sprint is deemed to refer to the next Sprint.
S1-824 5.9.2 The Parties shall repeat the Agile Process and continue to do so until the end of the Agile Project Term.
S1-825 5.10 Agile Project Completion
S1-826 5.10.1 The Agile Project shall be complete once all Agile Requirements in the Product Backlog have been Delivered and the
Agile Product Owner has notified Supplier accordingly.
S1-827 5.10.2 Within [five (5)] Business Days of the notice given under Section 5.10.1, Supplier shall provide QIC with the Agile
Deliverables.
S1-828 5.10.3 Any Agile Source Code to be provided under the Order shall be provided [Insert way in which source code is to be
provided].
S1-829 5.10.4 Supplier shall provide QIC with the Agile Software Description for its review and approval in accordance with the
following procedure:

Ref Comply Supplier
Response
Y/N
S1-830 (a) Within [ten (10)] Business Days of notice being given under Section 5.10.1 or following termination or
expiry of the relevant Order (as the case may be), Supplier shall submit to QIC the Agile Software
Description for its review and approval.
S1-831 (b) If QIC considers that the Agile Software Description is deficient in its description of any one or more of
the elements specified in the definition of the Agile Software Description, it may, within [five (5)]
Business Days of receipt of the Agile Software Description notify Supplier accordingly.
S1-832 (c) Within [five (5)] Business Days of notice being given under Section 5.10.4(b), Supplier shall remedy the
deficiencies identified in that notice and submit the amended Agile Software Description for QIC’s
review and approval.
S1-833 (d) The Parties shall repeat the procedure set out in Sections 5.10.4(b) and 5.10.4(c) and continue to do so
until QIC has approved the Agile Software Description in its final form.
S1-834 6. AGILE CHANGE CONTROL PROCESS
S1-835 6.1 If the Agile Product Owner requests that a new Agile Requirement be added to the Agile Product Backlog:
S1-836 6.1.1 the Agile Development Team shall determine the number of Resource Points for that Agile Requirement;
S1-837 6.1.2 the Agile Product Owner may, at its option, then:
S1-838 (a) remove from the Agile Product Backlog an existing Agile Requirement or multiple Agile Requirements
whose Resource Points or cumulative Resource Points equal or exceed the Resource Points determined
under Section 6.1.1, provided that the Agile Development Team confirms that:
S1-839 (i) the existing Agile Requirement or Agile Requirements have not already been selected for a Sprint,
and
S1-840 (ii) the proposed change is technically viable; or

Ref Comply Supplier
Response
Y/N
S1-841 (iii) request that Supplier delivers such new Agile Requirement as an additional Agile Requirement in
accordance with Supplier’s agreed rates.
S1-842 ANNEX 1-A – ORDER TEMPLATE
S1-843 [Note to Parties: to be inserted.]
ANNEX 1-B – CHANGE REQUEST TEMPLATE
S1-844 [Note to Parties: to be inserted.]

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QIDDIYA INVESTMENT COMPANY

LEGAL REQUIREMENTS DOCUMENT - SCHEDULE 1

QPMO-410-CT-02186 Asset Maintenance Software Page 1 of 84

QPMO-410-CT-02186 Asset Maintenance Software Page 2 of 84

QPMO-410-CT-02186 Asset Maintenance Software Page 3 of 84

S1-2 1.1 Definition of Services

S1-3 1.1.1 The Services to be performed by Supplier shall consist of:

S1-8 1.2 Service Locations and Service Hours

QPMO-410-CT-02185 Qiddiya Ticketing, F&B & POS systems Page 4 of 84

S1-17 3.1 Each Party shall:

QPMO-410-CT-02186 Asset Maintenance Software Page 5 of 84

S1-28 4.1.4 in accordance with:

S1-31 (c) Good Industry Practice;

S1-32 (d) QIC Policies;

S1-33 (e) QIC Data and Security Standards;

S1-34 (f) QIC BCDR Standards;

S1-35 (g) The Open Group Architecture Framework version 10.0;

S1-36 (h) Unified Modelling Language version 2.5;

QPMO-410-CT-02186 Asset Maintenance Software Page 6 of 84

S1-40 (l) Payment Application Data Security Standard version 4.0;

S1-41 (m) Cloud Security Alliance Controls Matrix version 4.0;

S1-43 (o) CMMi level 5;

S1-44 (p) PRINCE2 or PMI;

S1-50 5.1.1 the QIC Program Manager on behalf of QIC;

S1-51 5.1.2 Supplier Program Manager on behalf of Supplier; or

QPMO-410-CT-02186 Asset Maintenance Software Page 7 of 84

S1-53 6. DELIVERY, ACCEPTANCE AND DELAY

S1-54 6.1 Delivery

S1-56 6.2 Acceptance

S1-62 6.3 Delay

QPMO-410-CT-02186 Asset Maintenance Software Page 8 of 84

S1-65 (b) the effect of the delay; and

S1-66 (c) the steps it is taking to minimise the delay.

S1-67 6.4 Failure to meet Milestones

S1-69 6.5 Calculation of Delay Credits for Implementation

QPMO-410-CT-02186 Asset Maintenance Software Page 9 of 84

S1-75 6.6 Delay Credit deducted from Invoice

S1-78 6.7 Status of Delay Credits

S1-85 7. QIC DEPENDENCIES

S1-86 7.1 Identification of QIC Dependencies

QPMO-410-CT-02186 Asset Maintenance Software Page 10 of 84

S1-92 (ii) cannot practically be performed by, or on behalf of, Supplier;

S1-95 7.2 Failure of QIC to perform QIC Dependencies

S1-98 (b) Supplier:

QPMO-410-CT-02186 Asset Maintenance Software Page 11 of 84

S1-102 (iv) the Failed QIC Dependency Notice shall:

S1-103 (A) identify the cause or causes of the delay or interruption;

QPMO-410-CT-02186 Asset Maintenance Software Page 12 of 84

S1-111 8. CHANGE MANAGEMENT

S1-112 8.1 Change Management Procedure

S1-115 8.2 Price Sensitive Changes

S1-118 (a) is equitable; and

QPMO-410-CT-02186 Asset Maintenance Software Page 13 of 84

S1-129 8.3 Mandatory Changes

S1-131 (a) changes required by Applicable Law;

QPMO-410-CT-02186 Asset Maintenance Software Page 14 of 84

S1-134 (d) changes directed by a Regulator or court of competent jurisdiction,

S1-135 each a Mandatory Change.