Performance Targets are outlined in Attachment I

Performance Review Mechanism, as outlined in Attachment I

Service Level Credits to CUSTOMER, as outlined in Attachment I

Responsibilities of SUPPLIER

3.1 During the term of this Agreement, Supplier promptly will report to CUSTOMER any new products in the End User’s supported installed base.

3.2 Supplier will provide its personnel with all training that CUSTOMER reasonably determines to be necessary for Supplier to effectively perform the Services and Supplier will ensure that its employees participate in any related training and accreditation programs that CUSTOMER recommends at Supplier’s expense. CUSTOMER will inform Supplier of the training and certification requirements in writing, electronically or by posting information on CUSTOMER’s web sites available to Supplier and will offer reasonable time period for Supplier to achieve compliance with any changes to those requirements, as CUSTOMER offers to its other service delivery partners. As at the Effective Date and unless otherwise agreed by the parties in the Scope of Work, Supplier must have at minimum three (3) CUSTOMER Certified Engineers in the Territory.

Supplier will submit time reports in the form and frequency as reasonably required by CUSTOMER after each intervention within 24 hours. Unless otherwise agreed by the parties in the Scope of Work, in case of project related work, a report must be raised for each day at the end of the day.

3.4 While on the Premises, Supplier personnel will comply with CUSTOMER’s or the End User’s rules and regulations, including, without limitation, rules and regulations with regard to safety and security. Supplier will have full control over its personnel and will be entirely responsible for their complying with such rules and regulations. CUSTOMER is not responsible for the safekeeping of Supplier’s property on the Premises.

3.5 Supplier will ensure that local language and English speaking personnel are sent to an End User’s premises.

3.6 At CUSTOMER’s reasonable written request, Supplier will remove identified Supplier employees or subcontractors from performance of the Services. Upon such request, Supplier will replace the Supplier employee(s) or subcontractors at no additional cost to CUSTOMER. In the event Supplier desires to change its personnel performing Services who has direct contact with an End User, Supplier will provide CUSTOMER with not less than forty-five (45) days prior written notice of such change along with a list of replacement candidates. CUSTOMER may approve or disapprove of any candidate proposed by Supplier if, in CUSTOMER’s reasonable discretion, such candidate will be unable to perform Services in a manner satisfactory to CUSTOMER or the End User.

3.7 Unless otherwise specifically provided in this Agreement, Supplier will provide all labour, tools and equipment (collectively "tools") for performance of this Agreement. Should Supplier use any tools owned or rented by CUSTOMER, Supplier accepts the tools "as is, where is" and Supplier will have risk of loss and damage to such tools while in Supplier’s possession. Supplier will use tools only for performance of the Services, and will return the tools to CUSTOMER upon completion of use, or at such earlier time as CUSTOMER may request, in the same condition as when received by Supplier, reasonable wear and tear excepted.

3.8 Supplier will for all implementation services follow best practices described in Install Documentation and Training Material. This includes all settings/programming around system security and toll fraud protection. If an End User requires settings that do not follow the above guidelines, Supplier will ensure that the End User is aware of the exposure to the system security and or potential toll fraud.In the case of an End User requirement to leave the system exposed and potentially open for toll fraud the Supplier will ensure that the CUSTOMER Project Manager if notified in writing that the End User was made aware of the risks.

3.9 All of Supplier’s activities under or pursuant to this Agreement must comply with all laws applicable in Supplier’s country and all countries where Services are performed, including without limitation the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws, export control laws, and laws pertaining to data protection. Supplier agrees not to directly or indirectly commit any act in furtherance of an offer, promise, payment or gift of money or any other thing of value to any employee or official, officer, director or contractor of a public or privately held or a government controlled entity, government, political party or public international organization or any candidate for office for purposes of obtaining or retaining business for Supplier or any other person. Supplier also agrees not to directly or indirectly commit any act in furtherance of an offer, promise, payment or gift of money or any other thing of value to any other person if there is any reason to believe that all or a portion thereof will be offered, promised, paid or given to any employee or official of a government, a government controlled entity, political party or public international organization or any candidate for office for purposes of obtaining or retaining business for Supplier or any other person. Supplier confirms receipt of CUSTOMER’s Supplier Code of Conduct as set out in Attachment E. Supplier understands that it is CUSTOMER’s expectation that all CUSTOMER suppliers and their employees understand and exhibit a dedication to integrity and ethics consistent with the behaviours described in this Code and further agrees to abide by the principles as set out in this Code. Supplier will refrain from taking any action that would cause CUSTOMER to be in violation of any law in any jurisdiction. Supplier acknowledges that any technical information (including but not limited to training materials) provided under this Agreement may be subject to U.S. and other export laws and regulations and any use or transfer of such technical information must be authorised under those regulations.

Each party agrees that the information provided by it to the other party pursuant to this Agreement will be collected, compiled and provided to the other party in a lawful and ethical manner. Each party will not provide to the other party any information, which has been provided to the disclosing paty under the terms of a written or oral non-disclosure or confidentiality agreement, except to the extent authorized or permitted under such non-disclosure or confidentiality agreement.

3.11 Insurance Requirements

Delivery and Title

Date: 2015-12-24; view: 921