concession agreement for the provision of robotic ......provision of robotic prescription dispensing...

Provision of Robotic Prescription Dispensing Services Schedules to the Main Agreement Proposed Contractual Framework

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Concession Agreement for the provision of Robotic prescription Dispensing Services

Proposed Contractual Framework - Schedules


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SCHEDULE 1 DEFINITIONS AND INTERPRETATION .................................................................. 3 SCHEDULE 2 THE SOLUTION ................................................................................................ 16 SCHEDULE 3 IMPLEMENTATION PLAN ................................................................................. 17 SCHEDULE 4 TESTING PROCEDURE ...................................................................................... 18 SCHEDULE 5 LIST OF LICENSES ............................................................................................ 27 SCHEDULE 6 SERVICES ........................................................................................................ 28 SCHEDULE 7 SECURITY REQUIREMENTS............................................................................... 34 SCHEDULE 8 BUSINESS CONTINUITY AND DISASTER RECOVERY............................................ 43 SCHEDULE 9 CHARGES AND INVOICING ............................................................................... 50 SCHEDULE 10 RECORDS PROVISION ...................................................................................... 52 SCHEDULE 11 KEY PERSONNEL .............................................................................................. 56 SCHEDULE 12 NOTIFIED SUBCONTRACTORS .......................................................................... 57 SCHEDULE 13 GOVERNANCE ................................................................................................. 58 SCHEDULE 14 CHANGE CONTROL PROCEDURE ...................................................................... 63 SCHEDULE 15 INSURANCE REQUIREMENTS ........................................................................... 73 SCHEDULE 16 STANDARDS .................................................................................................... 75 SCHEDULE 17 PERFORMANCE GUARANTEE ........................................................................... 76 SCHEDULE 18 EXIT PLAN ....................................................................................................... 77 SCHEDULE 19 SERVICE LEVELES AND KPIS .............................................................................. 88 SCHEDULE 20 SAVINGS MODEL ............................................................................................. 91


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SCHEDULE 1 DEFINITIONS AND INTERPRETATION

Definitions

Unless the context otherwise requires the following expressions shall have the meanings se t out

below.

Abandons means the abandonment by the Concessionaire of the Project for a

period of [days/hours] consecutive [days/hours] in any Contract Year;

Achieve means in respect of a Test, to successfully pass a Test without any Test

Issues and, in respect of a Milestone, the issue of a Milestone

Achievement Certificate in respect of that Milestone in accordance with

Schedule 4 (Testing Procedures), and “Achieved” and “Achievement”

shall be construed accordingly;

Achieved KPI means in respect of any Service in any measurement period, the

standard of performance actually achieved by the Concessionaire in the

provision of that Service in the measurement period in question

(calculated and expressed in the same way as the KPI for that Service is

calculated and expressed in Schedule 19).

Affiliate means, in relation to a body corporate, any other entity which directly

or indirectly Controls, is Controlled by, or is under direct or indirect

common Control with, that body corporate from time to time;

Agreement means this Agreement together including any and all attachments,

annexes and appendices thereto and any other agreement or

document material or ancillary thereto, in connection with the

Concession;

Applicable Laws means the laws of Malta and the European Union and any other laws

or regulations, regulatory policies, guidelines or industry codes which

apply to the provision of the Services as applicable from time to time;

Backgound IPRs means any and all IPRs that are owned by or licensed to either party

and which are or have been developed independently of this

Agreement (whether prior to the Effective Date or otherwise);

BAFO means the invitation by the Government to the selected Candidates to

submit their Best and Final Offer issued on the 18 September 2017;

Candidates means the selected tenderers who have been invited by the

Government to submit their offer to the BAFO;

Change means any change to this Agreement;


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Change Control Procedure means the procedure for changing this Agreement, as set out i n

Schedule 14 (Change Control Procedure);

Change of Control means a change in Control of the Concessionaire and/or a material Sub-

contractor;

Change of Law means any change in any Applicable Law which impacts on the

performance of the Services and which comes into force after the

Effective Date;

Charges means the charges for the provision of the Services set out in clause 19;

Commercial Operations

Date

means the date notified by the Government to the Concessionaire as

the commercial operations date which date shall be notified by

Government in its absolute discretion subsequent to the

Implementation Phase and when the Solution is fully installed and fully

operational in order for the Concessionaire to commence commercial

operations, as certified by the Government;

Commodatum Agreement means the agreement between the Government and the

Concessionaire pursuant to which the Concessionaire will be granted

the right to use, administer, operated and manage the Stores;

Concession means the concession to be awarded pursuant to this Agreement for

the design, delivery, supply and installation of the Solution and

provision of the Services;

Concession Documents means the PQQ, ITPD and the BAFO;

Concessionaire Equipment means all equipment, assets and rights used by the Concessionaire to

provide the Services in accordance with this Agreement, but excluding

the Government Assets or any other equipment provided by the

Government;

Concessionaire Personnel means all employees, agents, consultants and Concessionaires of the

Concessionaire and/or of any Sub-contractor;

Concessionaire Personnel

List

means a list of employees who are employed by the Concessionaire or

who are employed by any of the Subcontractors, and are assigned to

the provision of the Services as updated by the Concessionaire from

time to time;

Concessionaire

Representative

means the representative appointed by the Concessionaire to act on its

behalf for the purpose of managing this Agreement pursuant to clause

22 (Representatives);

Concessionaire System means the Solution to be installed by the Concessionaire to provide the

Services, which shall include without limitation single-dose packaging,

Pharmacy Robot, smart cabinets and 2-bin systems, together with the


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supporting information and communications technology system used

by the Concessionaire in performing the Services and the

Concessionaire Equipment (but excluding the Government System);

Confidential Information means all Personal Data and any information, however it is conveyed,

that relates to the business, affairs, developments, trade secrets, know-

how, personnel, and suppliers of the relevant party, including all IPRs,

together with all information derived from any of the above, and any

other information clearly designated as being confidential (whether or

not it is marked "confidential") or which ought reasonably be

considered to be confidential, and “Government’s Confidential

Information” and “Concessionaire’s Confidential Information” shall be

construed accordingly;

Contract Year means a period of twelve (12) months commencing on the Effective

Date or on an anniversary of the Effective Date;

Control means that a person possesses, directly or indirectly, the power to

direct or cause the direction of the management and policies of the

other person (whether through the ownership of voting shares, control

of the board of directors, by contract or otherwise) and “Controls” and

“Controlled” shall be interpreted accordingly;

Correction Plan means the Concessionaire’s plan for the remediation of any:

(a) Test Issues or the resolution of any non-conformities in any

Deliverable to be agreed in accordance with clause 7

(Implementation Delays - General Provisions); or

(b) Service Failure in accordance with clause 13 (Service Levels);

Data Controller shall have the same meaning of “controller” as set out in the Data

Protection Act, Chapter 440 of the Laws of Malta;

Data Processor shall have the same meaning of “processor” as set out in the Data

Protection Act, Chapter 440 of the Laws of Malta;

Data Protection Legislation the Data Protection Act, Chapter 440 of the Laws of Malta, the EU Data

Protection Directive 95/46/EC, the Electronic Communications Data

Protection Directive 2002/58/EC and all applicable laws and regulations

relating to processing of personal data and privacy;

Data Subject shall have the same meaning as set out in the Data Protection Act,

Chapter 440 of the Laws of Malta;


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Default means any breach of the obligations of the relevant party (including

but not limited to material breach or breach of a material term) or any

other default, act, omission, negligence or statement of the relevant

party, its employees, servants, agents or Sub-contractors in

connection with or in relation to the subject-matter of this Agreement

and in respect of which such party is liable to the other;

Delay means the period of time by which the implementation of the Services

by reference to the Implementation Plan is delayed arising from a

failure to Achieve a Milestone;

Delay Payments means the amounts payable by the Concessionaire to the Government

in respect of a Delay;

Deliverable means an item, feature or service associated with the provision of the

Services or a change in the provision of the Services which is required to

be delivered by the Concessionaire at a Milestone Date or at any other

stage during the performance of this Agreement;

Dispute means any dispute, difference or question of interpretation arising

out of or in connection with this Agreement, including any dispute,

difference or question of interpretation relating to the Services or any

matter where this Agreement directs the parties to resolve an issue by

reference to the Dispute Resolution Procedure;

Dispute Resolution

Procedure

means the dispute resolution procedure set out in clause 67 of the

main Agreement;

Documentation

means the descriptions of the Services and Service Levels, technical

specifications, user manuals, operating manuals, process definitions

and procedures, and all such other documentation as:

(a) is required to be supplied by the Concessionaire to the

Government under this Agreement;

(b) is required by the Concessionaire in order to provide the

Services; or

(c) has been or shall be generated for the purpose of providing

the Services;

Effective Date means the date on which this Agreement is signed by both parties;

Employment Contract means the terms of employment between the Government and the

seconded Government Personnel at the date of this Agreement;

Employee Liabilities means all claims, including claims for redundancy payments, unlawful

deduction of wages, unfair, wrongful or constructive dismissal

compensation, compensation for discrimination, claims for equal pay,


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and any claims (whether in tort, contract or statute or otherwise),

demands, actions, proceedings and any award, compensation,

damages, tribunal awards, fine, loss, order, penalty, disbursement,

payment made by way of settlement and costs and expenses

reasonably incurred in connection with a claim or investigation, and any

legal costs and expenses related thereto;

Encumber means any interest or equity of any person (including any right to

acquire, option or right of pre-emption) or any mortgage, charge,

pledge, lien, assignment, security interest, any other security

agreement or arrangement which otherwise restricts the ability to use

and deal with the Concessionaire System or part thereof;

Escalation Process means the initial stages of the process for dealing with Disputes without

the intervention of third parties as set out in clause 67;

EU means the European Union;

Exit Plan means the plan produced and updated by the Concessionaire during

the Term in accordance with Schedule 18 (Exit Management);

Force Majeure Event means any cause affecting the performance by a party of its

obligations arising from acts, events, omissions, happenings or non-

happenings beyond its reasonable control, unless such events are a

direct or indirect consequence of such party’s act or omission;

Government means the Government of Malta;

Government Assets means the Government Materials, the specially written material, the

Government’s infrastructure and any other data, software, assets,

equipment or other property owned by the Government and which is

or may be used in connection with the provision or receipt of the

Services;

Government Cause means any breach by the Government of any of the Government’s

responsibilities unless (i) caused or contributed to by the

Concessionaire or (ii) as the result of any act or omission by the

Government to which the Concessionaire has given its prior consent or

(iii) resulting from a Force Majeure Event);

Government Data means:

(a) the data, text, drawings, diagrams, images or sounds (together

with any database made up of any of these) which are

embodied in any electronic, magnetic, optical or tangible

media, and which are:

(i) supplied to the Concessionaire by or on behalf of the


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Government; or

(ii) which the Concessionaire is required to generate, process,

store or transmit pursuant to this Agreement; or

(b) any Personal Data for which the Government is the Data Controller;

Government Personnel means all employees, agents, consultants employed by the Government

and seconded to the Concessionaire for the purposes of this

Agreement;

Government

Representative

means the representative appointed by the Government to act on its

behalf for the purpose of managing this Agreement pursuant to clause

22 (Representatives);

Government System means the Government’s existing manual system for the administration

of the Medical Products from the SG Store to the Health Care Sites,

including its computing environment (consisting of hardware, software

and/or telecommunications networks or equipment), and which is to be

interfaced with the Concessionaire System for the Government to

receive the Services for the purposes of this Agreement;

Good Industry Practice means the exercise of that degree of skill, care, prudence, efficiency,

foresight and timeliness as would be expected from a leading player

within the relevant industry or business sector;

GOM Body means any ministry, department, office or agency of the GOM;

Gross Loss means the loss (i.e. expenditure in relevant year is greater than

expenditure in Base Year) made by the Government as determined in

accordance with the Savings Model;

Gross Savings means the savings (i.e. expenditure in relevant year is less than

expenditure in Base Year) made by the Government as determined in

accordance with the Savings Model;

Guarantee means the performance guarantee in favour of the Government

entered into by the Guarantor on or about the date of this Agreement

(which is in the form set out in Schedule 17 (Guarantee);

Health Care Sites means each of the following, any extension thereof and any other

health facility which shall in the future be operated by the

Government:

(i) Mater Dei Hospital (Sir Anthony Mamo Oncology Centre

– 7 wards, general hospital – 47 units)

(ii) Gozo General Hospital (14 wards)


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(iii) Mount Carmel Hospital (23 wards)

(iv) Karen Grech Hospital (9 wards)

(v) Saint Vincent de Paul Residence (35 wards)

(vi) All Primary Healthcare Centres;

Hospital Site means Mater Dei Hospital owned, controlled or occupied by the

Government or its Affiliates which is made available for use by the

Concessionaire or its Sub-Contractors for the installation of the

Solution and for provision of the Services (or any of them) on the

terms set out in this Agreement or any separate agreement or licence;

ICT means information and communications technology;

ICT System means the computing environment (consisting of hardware, software,

telecommunications and/or data networks, interfaces, devices,

equipment, infrastructure, ducts, cabling and ancillary fixtures and

fittings and power supplies) used by the Government or the

Concessionaire in connection with this Concession;

Implementation Phase means the maximum period of three (3) years for the implementation

of the Solution and the operation of the Services beginning on the

Effective Date and ending on the Commercial Operations Date;

Implementation Plan means the Implementation Plan in Schedule 3 (Implementation Plan);

Insolvency Event means the occurrence of any of the following events (or any event

analogous to any of the following in a jurisdiction other than Malta)

in relation to the relevant entity:

(a) the entity passing a resolution for its winding up or a court of

competent jurisdiction making an order for the entity to be

wound up or dissolved or the entity being otherwise dissolved;

(b) the appointment of an administrator of or, the making of an

administration order in relation to the entity or the appointment

of an official receiver of, the whole or part of the entity's

undertaking, assets, rights or revenue;

(c) the entity entering into an arrangement, compromise or

composition in satisfaction of its debts with its creditors or any

class of them or makes an application to a court of competent

jurisdiction for protection from its creditors; or

(d) the entity being unable to pay its debts or being deemed unable

to pay its debts within the meaning of article 214 of the


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Companies Act 1995;

However, a resolution by the relevant entity or a court order that such

entity be wound up for the purpose of a bona fide restructuring or

amalgamation shall not amount to an Insolvency Event [ if the

Government has been informed and has consented to such

restructuring or amalgamation];

Insurances means all or any of the insurances required to be maintained by the

Concessionaire pursuant to this Agreement as set out in Schedule 15

(Insurance Requirements);

Intellectual Property Rights

or IPRs

means:

(a) copyright, rights related to or affording protection similar to

copyright, rights in databases, patents and rights in inventions, ,

trade marks, rights in internet domain names and website

addresses and other rights in trade names, designs, Know-How,

trade secrets and other rights in Confidential Information;

(b) applications for registration, and the right to apply for

registration, for any of the rights listed at (a) that are capable of

being registered in any country or jurisdiction; and

(c) all other rights having equivalent or similar effect in any country

or jurisdiction;

which is created, brought into existence, acquired, used or

intended to be used for the purposes of providing the Services

and/or otherwise for the purposes of this Agreement.

IPR Claim means any claim of infringement or alleged infringement (including the

defence of such infringement or alleged infringement) of any IPR used

to provide the Services or as otherwise provided by the Concessionaire

(or to which the Concessionaire has provided access) to the

Government in the fulfilment of its obligations;

ITPD means the invitation to participate in dialogue published on 6 April

2016;

Key Personnel means those members of the Concessionaire Personnel described in

Schedule 11 (Key Personnel);

Know-How means all ideas, concepts, schemes, information, knowledge,

techniques, methodology, and anything else in the nature of know-

how relating to the Services but excluding know-how already in the

Concessionaire’s or the Government’s possession before this

Agreement;


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KPI means the Key Performance Indicators as set out in Schedule 19

Malicious Software means any software program or code intended to destroy, interfere with,

corrupt, or cause undesired effects on program files, data or other

information, executable code or application software macros, whether or

not its operation is immediate or delayed, and whether the malicious

software is introduced wilfully, negligently or without knowledge of its

existence;

Management Issues means all those matters under the Employment Contract requiring

action, investigation and/or decisions by the Government including in

particular (by way of illustration only and without limitation)

appraisals and performance issues; pay reviews and the award of

other payments and benefits under the Employment Contract; periods

of annual, sick or other leave; absence of the Secondee for any other

reason;

Mater Dei Hospital means Mater Dei Hospital including Sir Anthony Mamo Oncology

Centre;

Medical Products means pharmaceutical products, nutritional products, surgical devices,

medical materials which will be either dispensed via the unit dose

system, or the smart cabinets, or the 2-bin system managed by the

Concessionaire System, as applicable, in any Health Care Site;

Milestone means an event or task described in the Implementation Plan which, if

applicable, must be completed by the relevant Milestone Date;

Milestone Achievement

Certificate

means the certificate, substantially in the form of the document

contained in Appendix B to Schedule 4, granted by the Government

when the Concessionaire has Achieved a Milestone;

Milestone Date means the date set against the relevant Milestone in the

Implementation Plan;

Net Book Value means the value of any item being its purchase price less an amount

equal to the amortisation of such item in a straight line at the time

such value is to be calculated;

Net Savings means the Gross Savings less the total Charges paid or payable to the

Concessionaire during the relevant period;

Non-conformance Report means a report including detail of the reasons why any Test has failed

or of any non-conformities in respect of any Milestone;

Notice of Dispute means a written notice served by one party on the other stating that

the party serving the notice believes that there is a Dispute;


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Operational Phase means the phase in which the Concessionaire will deliver the Services,

and commencing from the Commercial Operations Date;

PAS System means the Patient Administration System utilized by the Government

for the recording of patient and provider information in connection

with this Concession;

Personal Data shall have the same meaning as set out in the Data Protection Act,

Chapter 440 of the Laws of Malta;

Process has the meaning given to it under the Data Protection Legislation but,

for the purposes of this Agreement, it shall include both manual and

automatic processing;

Project Board means the contract board whose roles and responsibilities are outlined

in Schedule 13 (Governance);

PQQ means the pre-qualification questionnaire published on 23 October

2015;

Quality Plans means the Concessionaire’s plan that reflects the quality management

systems as further described in clause 16 (Quality Assurance and

Performance Monitoring);

Reasonable and Prudent

Operator

means a person seeking in good faith to perform its contractual

obligations and, in so doing and in the general conduct of its

undertaking, exercising that degree of skill, diligence, prudence,

responsibility and foresight which would reasonably and ordinarily be

expected from a skilled and internationally experienced operator:

(a) exercising reasonable judgment in the light of known facts,

expecting to accomplish the desired result in a workmanlike

manner consistent with Law and equipment manufacturers’

recommendations for commissioning, testing, operations

and maintenance; and

(b) engaged in the same or a similar type of undertaking, and in

the same or similar circumstances and conditions,

and any references herein to the standards of a Reasonable and

Prudent Operator shall be construed accordingly.

Regulatory Bodies means those government departments and regulatory, statutory and

other entities, committees and bodies which, whether under statute,

rules, regulations, codes of practice or otherwise, are entitled to

regulate, investigate, or influence the matters dealt with in this

Agreement;


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Remedial Plan means the plan referred to in clause 51 (Remedial Plan Process) to

correct a material Default;

Replacement

Concessionaire

means any third party service provider following the expiry or

termination of this Agreement, whether those services are provided by

the Government internally and/or by any third party;

Representatives means the Government Representative, the Concessionaire

Representative or both, as the context may require;

Revised Milestone Date means any revised date which is set for the Achievement of a

Milestone;

Residual Net Savings means the Net Savings less any deductions due to missing or expired

stock in the Stores;

Savings Model means a software model (in the English language) developed by the

Government, in terms of clause 18, at least having, amongst other

things, the functionality set out in Schedule 20;

Seconded Personnel means the personnel employed by the Government which shall be

seconded to the Concessionaire;

Security Plan means the Concessionaire’s security plan prepared pursuant to

Schedule 7 (Security Requirements);

Security Policy means the Government’s security policy annexed to Schedule 7

(Security Requirements) as updated from time to time;

Services means the services set out in Schedule 6, including without limitation the

operation, management and maintenance of the Solution and the

Stores, delivery of Medical Products to Health Care Sites, training of

personnel of Health Care Sites and provision of technical support

services;

Service Credits means the sums payable in respect of the failure by the Concessionaire

to meet one or more Service Levels as specified in Schedule 6 (Services);

Service Failure means a failure to deliver any part of the Services in accordance with the

Service Levels;

Service Levels means the levels of service required to be provided, as prescribed in

Schedule 6 (Services);

SG Stores means the store located at San Gwann, Malta or any other location as

advised by Government in case of relocation;

Share of Savings means the percentage of savings indicated in the Financial Offer of the

Concessionaire calculated as a percentage of:


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a) the Net Savings, from the 25th month from the Effective Date

to the Commercial Operations Date, and

b) the Residual Net Savings after the Commercial Operations Date;

Software the software which is owned by the Government and/or the

Concessionaire and which is to be used in the context of the provision or

receipt of any of the Services;

Solution means the solution to be installed by the Concessionaire to provide

the Services, which shall include without limitation single -dose

packaging, robotic prescription dispensing system, smart cabinets and

2-bin systems, asset out in Schedule 2 (The Solution) to be

implemented by the Concessionaire to perform the Services set out in

Schedule 6;

Standards means the internal policies and procedures referred to in Schedule 16

(Standards) together with any other specified policies or procedures

identified in Schedule 16 (Standards);

Stores means the SG Stores and the stores located at the Health Care Sites or

any other location that may become available throughout the duration

of the Agreement;

Sub-contract means any contract or agreement or proposed contract or agreement

between the Concessionaire and any third party whereby that third

party agrees to provide to the Concessionaire the Services or any part

thereof or facilities or services necessary for the provision of the

Services or any part thereof or necessary for the management,

direction or control of the Services or any part thereof;

Sub-contractor means the third party with whom the Concessionaire enters into a Sub-

contract and any third party with whom that third party enters into a

Sub-contract;

Supply Contracts means the contracts entered into by the Government with third party

suppliers for the supply of the Medical Products;

Target KPI means the minimum level of performance for a KPI which is required by

the Government as set out against the relevant KPI in Schedule 19;

Term means the duration of the Concession commencing on the Effective

Date and expiring on the date being fifteen (15) years from the

Commercial Operations Date;

Termination Notice means a notice to terminate this Agreement or part of the Services

either immediately or at a date specified in the notice;


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Tests means any tests required to be carried out under this Agreement, as

further described in Schedule 4 (Testing Procedures), and “Testing” and

“Testing Procedures” shall be construed accordingly;

Third Party Software means software which is proprietary to any third party and that is either

licensed to the Government or is used by the Concessionaire in the


VAT means Malta value added tax as provided in the Value added Tax Act

(Cap. 406) of the Laws of Malta;

Warning Notice has the meaning given in sub-clause 16.10 of the main Agreement; and

Working Day means any day other than a Saturday, Sunday or public holiday in Malta.

Interpretation

In this Agreement, unless the context otherwise requires:

1. the singular includes the plural and vice versa;

2. reference to a gender includes the other gender and the neuter;

3. words and expressions defined in this Agreement have the meanings ascribed to them in this

Agreement;

4. persons includes companies and all other legal entities;

5. references to any Law, statutory provision or statutory instrument include a reference to that

Law, statutory provision or statutory instrument as amended, extended or re -enacted from

time to time and to any regulations made under it. ;

6. any phrase introduced by the words "including", "includes", "in particular", "for example" or

similar, shall be construed as illustrative and without limitation to the generality of the

related general words;

7. the headings in this Agreement are for ease of reference only and shall not affect its

interpretation;

8. references to Clauses, Schedules and Annexes are, unless otherwi se provided, references to

the Clauses of and the Schedules and Annexes to this Agreement.

Priority of Documents

The BAFO and the Bid shall be deemed to form and be read and construed as part of this Agreement

provided that in the event of any conflict between the terms:

(i) set out herein and the terms of the BAFO and / or the Bid, the terms set out herein shall

prevail;

(ii) of the BAFO and the terms set out in the Bid, the terms set out in the BAFO shall prevail.


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SCHEDULE 2 THE SOLUTION

[To Insert Solution submitted in Bid]


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SCHEDULE 3 IMPLEMENTATION PLAN

[To Insert Implementation Plan submitted in Bid]


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SCHEDULE 4 TESTING PROCEDURE

In this Schedule, unless the context otherwise requires the following expressions shall have the

meanings set out below:

1. Definitions

Milestone

Achievement

Certificate

means the certificate, substantially in the form of the document contained in

Appendix B to this schedule, granted by the Government when the

Concessionaire has Achieved a Milestone;

Test Issue means any variance or non-conformity of a Deliverable from its requirements

as set out in the relevant Test Success Criteria and having the severity levels,

the criteria for which are set out in paragraph 10 of this schedule;

Test Issue

Management Log

Means a log for the recording of Test Issues as described further in paragraph

10.2 of this schedule;

Test Plan Means a plan for the Testing of Deliverables and other agreed criteria related

to the achievement of Milestones as described further in paragraph 6 of this

schedule;

Test Report Means a report setting out the results of any Tests which shall include without

limitation the information set out in paragraph 9.5 of this schedule;

Test Specification Means the specification that sets out how Tests will demonstrate that the Test

Success Criteria have been satisfied, as described in more detail in paragraph

8 of this schedule;

Test Strategy Means a strategy for the conduct of Testing as described further in paragraph

5 of this schedule;

Test Success

Criteria

means those criteria agreed between the Parties that need to be successfully

achieved by the Solution in order to be issued with the Milestone

Achievement Certificate.

2. Introduction

2.1 This schedule sets out the methodology to performing Testing and the different Testing

activities to be undertaken, including the preparation and agreement of the Test Success Criteria,

Test Strategy, Test Plans and Test Specifications.

2.2 Subject to clause 8 (Delays Due to Concessionaire Default), the Government will grant a

Milestone Achievement Certificate when all Tests relating to a Milestone have been completed and

the Deliverable has satisfied the Test Success Criteria for the Tests related to that Milestone .

3. Risk

3.1 The issue of a Milestone Achievement Certificate shall not operate to transfer any risk that

the Deliverable will meet and/or satisfy the Government’s requirements for that Deliverable. The


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grant of a Milestone Achievement Certificate shall not operate to transfer any risk that the

Milestone is complete or that it will satisfy the Government’s requirements for that Milestone. The

grant of a Milestone Achievement Certificate shall not operate to transfer any risk that the

Concessionaire System or the Services will meet and/or satisfy the Government’s requirements for

the Services.

3.2 The issuance of a Milestone Achievement Certificate shall not constitute a waiver of the

Government’s rights under the Agreement.

3.3 Consequently, the grant of a Milestone Achievement Certificate shall not affect the

Government’s right subsequently to reject all or any element of the Deliverables or any Milestone to

which the Milestone Achievement Certificate relates.

4. Testing Overview

4.1 All Tests conducted by the Concessionaire shall be conducted in accordance with the Test

Strategy, the Test Plans and the Test Specifications.

4.2 The Concessionaire shall not submit any Deliverables for Testing:

a. unless it is reasonably confident that they will satisfy successfully the relevant Test Success

Criteria and until the Government has issued a Milestone Achievement Certificate in

respect of any dependant Deliverables included in previous Milestones;

b. until the parties have agreed the Test Plan and the Test Specification relating to those

Deliverables; and

c. unless it has provided the Government with at least five (5) Working Days notice in writing

certifying that the relevant Deliverable is ready for Testing.

d. The Concessionaire shall submit a Deliverable for Testing or re-Testing by or before the

date set out in the Implementation Plan for the commencement of Testing in respect of

the relevant Milestone.

e. The Government shall review the relevant Test Reports and the Test Issue Management

Log.

f. The provisions of clause 6 (Testing), clause 7 (Implementation Delays - General Provisions),

clause 8 (Delays due to Concessionaire Default), clause 9 (Delays to Milestones due to

Government Cause) and clause 10 (Delays not due to one Party) shall apply to Testing.

g. Any disputes between the Government and the Concessionaire regarding this Testing shall

be referred to the Dispute Resolution Procedure.

The Government shall grant Milestone Achievement Certificates without unreasonable delay.

5. Test Strategy

5.1 The Concessionaire shall develop the Test Strategy as soon as practicable but in any case no

later than [NUMBER] Working Days, (or such other period as the parties may agree), after the


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Effective Date.

5.2 The Test Strategy shall, as a minimum, include:

a. the process to be used to capture and record Test results and the categorisation of Test

Issues;

b. the procedure to be followed should a Deliverable fail to satisfy the Test Success Criteria

or to produce unexpected results, including a procedure for the resolution of Test Issues;

c. the procedure to be followed to sign off each Test;

d. the process for the production and maintenance of Test Reports and reporting;

e. the names and contact details of the Government’s and the Concessionaire's Test

representatives;

f. a high level identification of the resources required for Testing, including facilities,

infrastructure, personnel and Government and/or third party involvement in the conduct

of the Tests;

g. the technical environments required to support the Tests; and

h. the procedure for managing the configuration of the Test environments.

6. Test Plans

6.1 The Concessionaire shall develop Test Plans for the approval of the Government as soon as

practicable but in any case no later than fifteen (15) Working Days, (or such other period as the

parties may agree in the Test Strategy or otherwise), prior to the start date for the rele vant Testing

as specified in the Implementation Plan.

6.2 Each Test Plan shall include, as a minimum:

a. the relevant Test definition and the purpose of the Test, the Milestone to which it relates,

the requirements being Tested and, for each Test, the specifi c Test Success Criteria to be

met;

b. a detailed procedure for the Tests to be carried out, including:

(i) the timetable for the Tests including start and end dates;

(ii) the Testing mechanism;

(iii) dates and methods by which the Government can inspect Test results or witness the

Tests in order to establish that the Test Success Criteria have been met;

(iv) the mechanism for ensuring the quality, completeness and relevance of the Tests;

(v) the format and an example of Test progress reports and the process with which the

Government accesses daily Test schedules;


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(vi) the process with which the Government will review Test Issues and progress on a

timely basis;

(vii) the Test schedule;

(viii) the re-Test procedure, the timetable and the resources which would be required for

re-Testing; and

(ix) the decision making process for escalation from a re-test situation to specific remedial

action to resolve Test Issues.

6.3 The Government shall not unreasonably withhold or delay its approval of the Test Plans and

the Concessionaire shall implement reasonable Government’s requirements in the Test Plans.

7. Test Success Criteria

The Test Success Criteria for the Milestone Achievement Certificates have been agreed by the

parties and are set out in Appendix B.

8. Test Specifications

8.1 Following approval of a Test Plan, the Concessionaire shall develop the Test Specification for

the relevant Deliverables as soon as reasonably practicable and in any event at least fifteen (15)

Working Days, (or such other period as the parties may agree in the Test Strategy or otherwise),

prior to the start of the relevant Testing as specified in the Implementation Plan.

8.2 Each Test Specification shall include, as a minimum:

a. the specification of the Test data, including its source, scope, volume and management;

b. a plan to make the resources available for Testing;

c. Test scripts;

d. Test pre-requisites and the mechanism for measuring them; and

e. expected Test results, including a mechanism to be used to capture and record Test results

and a method to process the Test results to establish their content.

9. Testing

9.1 Before submitting any Deliverables for Testing the Concessionaire shall subject the relevant

Deliverables to its own internal quality control measures.

9.2 The Concessionaire shall manage the progress of Testing in accordance with the relevant

Test Plan and it shall carry out the Tests in accordance with the relevant Test Specification. Tests

may be witnessed by the Test Witnesses in accordance with paragraph 11 (Test Witnessing).

9.3 The Concessionaire shall notify the Government at least five (5) Working Days, (or such

other period as the parties may agree), in advance of the date, time and location of the relevant

Tests and it shall be the Government’s responsibility to ensure that the Test Witnesses attend the


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Tests.

9.4 The Government may raise and close Test Issues during the Tests.

9.5 On completion of the Testing the Concessionaire will provide the Government with the Test

Report. Each Test Report shall provide a full report on the Testing conducted in respect of the

relevant Deliverables, including:

a. an overview of the Testing conducted

b. identification of the relevant Test Success Criteria that have been satisfied

c. identification of the relevant Test Criteria that have not been satisfied together with the

Concessionaire's explanation of why those criteria have not been met

d. the Tests that were not completed together with the Concessionaire's explanation of

why those Tests were not completed

e. the Test Success Criteria that were not tested, and any other relevant categories, in each

case grouped by severity level in accordance with paragraph 10 (Test Issues); and

f. the specification for any hardware and software used throughout the Testing and any

changes that were applied to that hardware and/or software during the Testing.

9.6 In the event that a Deliverable does not meet the relevant Test Success Criteria the Test

Report shall constitute a Non-Conformance Report for the purposes of clause 8 (Delays Due to

Concessionaire Default)

10. Test Issues

10.1 Where a Test Report identifies a Test Issue, the parties shall agree the classification of the

Test Issue using the following criteria:

Severity Level 1

The Test Issue MUST be resolved. These high impact incidents are characterised by:

Not allowing the Solution to operate in its target environment.

Hindering the day-to-day business operations of the Solution.

Effecting core parts of the Solution. No work-around is available or if one exists would cause

substantial inconvenience to the user’s daily business

Non-conformance to the Solution’s quantifiable critical success indicators.

Examples of these incidents include [Robotic system not functioning well and medical products not being delivered to a ward on time].


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Severity Level 2 The Test Issue SHOULD be resolved. These serious incidents are characterised by:

Being limited to secondary functionality. Requiring the use of workarounds or limiting the functionality

use of the Solution.

Non-conformance to the Solution’s performance levels. Examples of these incidents include [hand-held equipment in any particular ward at any point in time not functioning preventing staff from logging the administration of medical products on the system]

Severity Level 3 The Test Issue COULD enhance the Solution under test. These minor incidents encompass:

Human computer interaction issues.

Document to Solution inconsistencies. Examples of these incidents include cosmetic changes to screens, updates to user documentation and short-cut keys re-mapping.

10.2 The Test Issue Management Log shall log Test Issues to reflect the severity classifications

allocated to each Test Issue pursuant to paragraph 10.1.

10.3 The Concessionaire shall be responsible for maintaining the Test Issue Management Log and

for ensuring that its contents accurately represent the current status of each Test Issue at all

relevant times. The Concessionaire shall make the Test Issue Management Log available to the

Government upon request.

10.4 The Government Representative shall confirm the classification of any Test Issue unresolved

at the end of a Test, in consultation with the Concessionaire. If the parties are unable to agree the

classification of any unresolved Test Issue, the Dispute shall be dealt with in accordance with the

Dispute Resolution Procedure.

11. Test Witnessing

11.1 The Government may, in its sole discretion, require the attendance at any Test of one or

more witnesses. Witnesses will be selected by the Government, each of whom will have appropriate

skills to fulfil the role of a Test Witness.

11.2 The Concessionaire shall give the Test Witnesses access to any documentation and Testing

environments reasonably necessary and requested by the Test Witnesses to perform their role as a

Test Witness in respect of the relevant Tests.

11.3 The Test Witnesses will actively review the Test documentation and will attend and engage

in the performance of the Tests on behalf of the Government so as to enable the Government to

gain an informed view of whether a Test Issue may be closed or whether the relevant Component

should be re-Tested. However, the Test Witnesses will not be involved in the execution of any Test.

11.4 The Test Witnesses may produce and deliver their own, independent reports on Testing,


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which may be used by the Government to assess whether the Tests have been Achieved.

11.5 The Test Witnesses may raise Test Issues on the Test Issue Management Log in respect of

any Testing.

11.6 The Test Witnesses may require the Concessionaire to demonstrate the modifications made

to any defective Deliverable before a Test Issue is closed.

12. Outcome of Testing

12.1 Deliverables will complete Testing and a Milestone Achievement Certificate shall be issued

when the Deliverables related to a Milestone satisfy the Test Success Criteria in respect of that Test

without any Test Issues.

12.3 If the Deliverables (or any relevant part) do not satisfy the Test Success Criteria then:

(a) the Concessionaire shall rectify the cause of the failure and re-submit the Deliverables (or the

relevant part) to Testing, provided that the parties agree that there is sufficient time for that action

prior to the relevant Milestone Date; or

(b) the parties shall treat the failure as a Concessionaire Default.

12.4 The grant of a Milestone Achievement Certificate will entitle the Concessionaire to the

receipt of a payment in respect of that Milestone in accordance with the provisions of clause 21.


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APPENDIX A

Milestone Achievement Certificate

To: [CONCESSIONAIRE]

FROM: [GOVERNMENT]

[Date]

Dear Sirs,

MILESTONE ACHIEVEMENT CERTIFICATE

Milestone: [insert description of Milestone]

We refer to the agreement ("Agreement") relating to the provision of the [description of Services]

Services between the [Government] ("Government") and [Concessionaire] ("Concessionaire") dated

[date].

Any capitalised terms in this certificate shall have the meaning attributed to them in the Agreement.

[We confirm that all the Deliverables relating to Milestone Number [Milestone Reference Number]

have been tested successfully in accordance with the Test Plan relevant to this Milestone or that a

conditional Test Certificate has been issued in respect of those Deliverables that have not satisfied

the relevant Test Success Criteria.

OR

This Milestone Achievement Certificate is granted pursuant to clause 8 of the Agreement (Delays

Due to Concessionaire Default) on the condition that any Test Issues are remedied in accordance

with the Correction Plan attached to this certificate.

Yours sincerely

[Name]

[Post]

acting on behalf of [Government]


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APPENDIX B

Test Success Criteria

Service Element Pre-conditions Test Success Criteria


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SCHEDULE 5 LIST OF LICENSES

[To Insert if applicable]


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SCHEDULE 6 SERVICES

[This Schedule will cover the provision of:

I. Part A - the management of the technical support services;

II. Part B - the maintenance services; and

III. Part C - the training services

to be provided by the Concessionaire]

Part A Technical Support Services

[This Part sets out the roles and responsibilities in relation to the technical support services to the

Concessionaire System.]

2. Definitions

In this Part, the following words shall have the following meanings:

‘Incident’ means any event which causes an interruption to the use of the Concessionaire System or

Equipment.

‘Problem’ means an unknown underlying cause of one or more Incidents.

‘Resolution’ means an action that will resolve an Incident or Problem resulting in the Incident or

Problem being closed.

‘Restoration’ means an action whereby use of the Concessionaire System has been restored. This

may be either through Resolution or through a Workaround which allows the resumption of the use

of the Concessionaire System without Resolution.

‘Restoration Time’ means the time that elapses between the initiation of a communication by the

Government notifying an Incident to the Concessionaire’s Help Desk and Restoration.

‘Target Resolution Time’ means the time that elapses between the initiations of a communication by

the Government notifying an Incident to the Concessionaire’s Help Desk and the Resolution of the

Incident or the notification of a proposed Resolution to Government by the Concessionaire.

‘Workaround’ means, in relation to an Incident, a temporary solution to the Incident:

o which is not unnecessarily difficult, time consuming or expensive to put into operation;

o which enables the Government to use the Concessionaire System in such a way as to avoid

the Incident having any materially adverse effect on the operation of the Government’s

business; and

o the implementation of which is agreed between the Concessionaire and the Government

(each party acting reasonably) before it takes place.


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3. Roles and Responsibilities

Responsibilities of the Government

[INSERT]

Concessionaire Responsibilities

[INSERT]

The Concessionaire shall provide an English speaking Help Desk (Call Centre).

The Concessionaire shall use the call logging system as a means of notification of calls escalated to

the Concessionaire. The Concessionaire shall update the call logging system incident record with the

appropriate feedback. In this way the call logging system will contain a full and accurate record of all

reported incidents.

The Concessionaire is responsible for developing and implementing all processes, procedures, and

tools, excluding the call logging system, that are required to enable the Concessionaire to meet its

obligation to provide Technical Support Services under this Agreement.

The Concessionaire shall provide end of month reports which clearly indicate the number of

incidents logged, the response and resolution time, and any breaches which may have occurred for

the respective month.

4. Incident Categorisation

Incidents will be prioritised into Priority 1, 2, 3, or 4 depending on the criticality/impact of the

incident. The Government will determine the prioritisation of reported incidents. The Government

shall act reasonably and in good faith, in the determination of the priority of each incident.

5. Availability of the Solution

The Solution is expected to achieve [(i) an availability level of not less than [percentage] during the

first 2 months following implementation and acceptance and, (ii) thereafter an availability level of

not less than [percentage] over a 12-month period of the planned Service-Time in any Measurement

Period]:

Service-Time will be the time that the Solution should be available and excludes any scheduled

downtime and any downtime due to unavailability of the system platform supported by the

Government. Service-Unscheduled-Downtime is the time the Solution is not available as a result of a

Priority 1 Incident due to application related problems.

6. Downtime

Subject to the prior written agreement of the Government, which shall not be unreasonably

withheld or unreasonably delayed, downtime will be scheduled based on planned implementation of

releases, upgrades, emergency fixes and/or other interventions required to maintain the


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applications and corresponding infrastructure. Both parties will agree in advance on scheduled

downtime through a change management process.


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Part B Maintenance Services

[This Part sets out the roles and responsibilities in relation to the maintenance and support of the

Concessionaire System]

2. Definitions

In this Part, the following words shall have the following meanings:

‘Equipment Upgrade’ means any modification or upgrade of any one of the Equipment by the Concessionaire, Subcontractor and/or original manufacturer of such Equipment that materially changes the efficiency or functional capability of the Equipment and/or Concessionaire System and that are subject to an additional charge. ‘Software Updates’ shall mean any modification, improvement, or error correction (which means any modification of the Software that corrects an error/malfunction by bringing the Software into material conformity with the specifications) to the Software; ‘Software Upgrades’ means any new release of the Software that is any release that adds material functional capabilities to such Software. ‘Onsite Support’ means support performed at the Health Care Sites where the Concessionaire System is made use of. ‘Remote Support’ means (i) support provided through VPN Connectivity Service where the Concessionaire System allows it, and/or (ii) telephone support. ‘Spare Parts’ shall mean parts necessary to carry out Maintenance Services pursuant to this Schedule and with regard to the Equipment pursuant to clause [-] of the main Agreement.

1. Software Maintenance Services shall consist of the following services:-

i. Investigation, diagnosis and identification of alleged Incidents in the Software, difficulties or problems associated with its operation, reported by the Government to the Concessionaire’s Service Desk including restoration, calibration, testing and full system validation after recovery;

ii. Notification to the Government by appropriate means and the provision to the Government of recommended Software Updates, modification and alterations to the Software (such notices being referred to herein as "Software Notices"). The Concessionaire accepts no responsibility or liability in respect of any such recommendation where the Government has not carried out all other relevant recommendations contained in other Software Notices received by the Government;

iii. Software Updates, patches for updates aimed at correcting Incidents; iv. Software Upgrades; v. Provision of advice to the Government regarding the operation of the Software; vi. Technical advice by telephone through the Concessionaire’s Service Desk in relation

to the Software. 2. When an Incident is recorded, Maintenance Services include:


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i. investigation of operational problems and, provision of advice on the l ikely cause and recommend a course of action or implement remedial measures;

ii. investigation of data corruption and advice on the likely cause and, where possible,

the rebuilding or restoration of the data from a full workable back-up that the Government shall provide to the Concessionaire at the Concessionaire’s request.

iii. where the investigation highlights that the Incident relates to Software, the

Maintenance Service will include the provision of advice, work around options, specification, development, release and supervision or implementation of remedial measures;

iv. the resolution of Incidents, which may be delivered to the Government

electronically, or in the case of third priority Incidents as provided for in Part A of this Schedule.

3. The Concessionaire shall provide the Government with one copy of each Software Update and/or Software Upgrade without additional charge, and once installed such Software Update and/or Software Upgrade shall be deemed part of the Software and shall then be maintained in accordance with this Agreement at no additional cost. 4. The Concessionaire shall provide Remote Support for any Incident or On Site support, at its discretion. The Concessionaire shall be responsible to ensure that the type of support provi ded to GOM shall be as provided in this Schedule 6.

5. The Government responsibilities in relation to the Maintenance Services

5.1 Throughout the Term, the Government shall:

i. Not, without the Concessionaire's prior written consent, permit persons other than the Concessionaire to effect any modifications or changes to the Software or its operating conditions or to access or copy the Software code.

ii. [Provide VPN Connectivity Service to the Software as agreed between the parties]. 5.2 The Government hereby undertakes not to de-compile, disassemble or reverse engineer nor

to alter or modify the whole or any part of the Software in any way whatever nor to permit the whole or any part of the Software to be altered or modified or to be embedded in or with or incorporated in any other programs without the Concessionaire's prior written consent.

6. Equipment 6.1 In providing Maintenance Services the Concessionaire shall provide, at the Concessionaire’s

sole cost (i) any necessary replacement Equipment or Spare Parts at the sole discretion of the Concessionaire, and (ii) the related installation services.

6.2 In providing support in relation to the Equipment, the Concessionaire shall be entitled to use

refurbished replacement Equipment or parts as long as it uses the same quality control procedures and warranties as for new parts.


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6.3 All Replacement Equipment or Spare Parts shall be provided either on a “standard

exchange” basis (i.e. the Equipment or parts being refurbished to a condition that is in a ll relevant respects similar to that of new parts) or as new Equipment or parts. Replaced Equipment and parts shall become the Concessionaire’s sole property.

6.4 Without prejudice to the Concessionaire’s responsibility to implement a Solution and

provide Services in accordance with the terms of this Agreement, the Concessionaire reserves the right to provide the Government with “substantially equivalent” Equipment, and Spare Parts. (Substantially equivalent shall mean any component which by vendor type is similar in technology and functionality).

Part C Training Services

[This Part sets out the roles and responsibilities in relation to the training of personnel in operating

the Concessionaire System.]

3. Roles and Responsibilities

Responsibilities of the Government

[INSERT]

Concessionaire Responsibilities

[INSERT]


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SCHEDULE 7 SECURITY REQUIREMENTS

1. Definitions


meanings set out below

Breach of Security includes the occurrence of unauthorised access to or use of the

Concessionaire System, the Services or any ICT or data (including the

Government’s Data) used by the Government or the Concessionaire

in connection with this Agreement;

Security Plan means the Concessionaire's security plan prepared pursuant to

paragraph 5 of this schedule [an outline of which is set out in

Appendix 1 to this schedule];

Security Policy means the Government’s security policy annexed to this schedule as

Appendix 2, as may be updated from time to time;

Security Tests shall have the meaning set out in paragraph 6.1 of this schedule;

2. Introduction

This schedule covers:

(a) principles of security for the Concessionaire System, derived from the Security Policy,

including without limitation principles of physical and information security;

(b) wider aspects of security relating to the Services;

(c) the creation of the Security Plan;

(d) audit and testing of the Security Plan; and

(e) Breaches of Security.

3. Principles of Security

3.1 The Concessionaire acknowledges that the Government places great emphasis on the security

of the Concessionaire System. The Concessionaire also acknowledges the confidentiality of

Government Data.

3.2 The Concessionaire shall be responsible for the security of the Concessionaire System and shall

at all times provide a level of security which:

(a) is in accordance with Good Industry Practice and Law;

(b) complies with the Security Policy; and

(c) meets any specific security threats to the Concessionaire System.


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3.3 Without limiting paragraph 3.2 above, the Concessionaire shall at all times ensure that the

level of security employed in the provision of the Services is appropriate to maintain the following at

acceptable risk levels (to the satisfaction of the Government):

(a) loss of integrity of Government Data;

(b) loss of confidentiality of Government Data;

(c) unauthorised access to, use of, or interference with Government Data by any person or

organisation;

(d) unauthorised access to, use of, or interference with the Concessionaire in the provision of

the Services;

(e) use of the Concessionaire System or Services by any third party in order to gain

unauthorised access to any computer resource or Government Data; and

(f) loss of availability of Government Data due to any failure or compromise of the Services.

4. Security Requirements

General

4.1 The Concessionaire shall set up protective mechanisms to ensure that the Concessionaire

System, including any patches, updates or upgrades provided through any electronic media by the

Concessionaire do not include harmful electronic data (including malicious code) which causes, or is

likely to cause detriment, or failure, or loss of performance, or loss of service or harm in any degree,

to any computer systems or network systems owned by the Government or other users.

4.2 The Concessionaire shall not carry out, and shall procure that its subcontractors shall not

carry out, any act or make any omission which has or could reasonably be expected to have an

adverse impact on the security of the Concessionaire System provided to the Government, the

Government’s business, activities, Governments, or systems.

4.3 At the Government’s request, the Concessionaire will co-operate with any investigation

relating to security which is carried out by or on behalf of the Government, including by providing

any information or material in its possession or control and implementing new security measures.

Physical and environmental security

4.4 The Concessionaire shall identify and address in the Security Plan any risks to Government

Data arising from Third Party access whether to any physical location, such as the Stores or Health

Care Sites, as well as to logical access to the Government Systems used for the provision of the

Services.

4.5 The Concessionaire shall ensure that any critical Government Data related to the provision of

the Services shall be housed in secure areas and physically protected from unauthorized access and

damage.

4.6 The Concessionaire shall ensure that Concessionaire ICT System utilized in the provision of the


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Services and the information assets such as databases and data files, system documentation and

user manuals shall be compiled in an inventory and accounted for and have a nominated owner.

4.7 When applicable, the Concessionaire shall ensure the secure disposal or re-use of

Concessionaire Equipment and/or Concessionaire software. Any storage medium shall be checked by

the Concessionaire to ascertain that any Government Data has been completely removed or

overwritten prior to disposal.

4.8 The Concessionaire shall enforce a clear desk policy in relation to the Concessionaire

Personnel for papers and removable storage media in order to reduce the risks of unauthorized

access, loss or damage to Government Data, during and outside Working Hours, including by storing

paper and computer media in suitable locked cabinets or other forms of security furniture when not

in use.

4.9 The Concessionaire shall operate a password policy in relation to personal computers utilized

by Concessionaire Personnel such that all personal computers shall be adequately password

protected to prevent unauthorized access.

Concessionaire Personnel security

4.10 The Concessionaire shall provide training on a continuing basis for all Personnel employed

or engaged in the provision of the Services in compliance with the Security Policy and Security Plan.

4.11 The Concessionaire shall be responsible to include appropriate controls, agreed to with

the Subcontractors, and included in the back to back contracts related to the access and

management by the Subcontractors of any Government Data. Notwithstanding any other provision,

the Concessionaire shall remain responsible, in relation to Government, for any such default by any

Subcontractors.

Security Screening

4.12 The Concessionaire Personnel (including personnel of any Sub-Contractors) involved in

anyway whatsoever in the provision of the Services may be subjected to security screening

procedures at any time during the Term. The Government shall inform the Concessionaire that such

security screening procedures are necessary in relation to the Concessionaire Personnel (including

personnel of any Sub-contractors). It will be the responsibility of the Concessionaire to carry out the

security screening procedures in accordance with local legislation.

4.13 Failure by the Concessionaire Personnel to be security cleared as may be requested

pursuant to the preceding Article will constitute ground for the Government to reject the

involvement of the personnel in the provision of the Services.

Operations management (non-PRE setups)

Access Control

4.14 The Concessionaire shall ensure that Concessionaire Personnel providing the Service are given

the minimum rights and privileges needed to execute the work arrangements.


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4.15 The Concessionaire shall connect through a Virtual Private Network (VPN) in the event that

the Concessionaire requires remote access to the Concessionaire System. If two factor

authentication is required by the Concessionaire, the Concessionaire shall contact the Government

in order to be provided with the code generated by the token kept by the Government.

Security Hardening

4.19 The Concessionaire is to ensure that the Concessionaire System is security hardened to

ensure that those features on the Concessionaire System that are either not required for the

business operation or which may pose a security risk are disabled or re -configured to minimize the

associated risk.

4.20 Upon request by the Government, the Concessionaire shall issue a report showing the

features that are disabled. The Government will undertake periodic process reviews to ensure that

security hardening is being adhered to.

Event Logs

4.21 The Concessionaire shall enable all security logs on the Concessionaire System. Such

security logs, which shall be listed in the Security Plan, shall be kept online for a minimum of 6

months.

4.22 Logs should be stored in native format. Upon request by the Government, the

Concessionaire shall provide the security logs to the Government. The Government may also request

a soft copy of the security logs, in which case the Concessionaire shall provide the Government with

a tool which would enable the Government to read such logs without having actual access to the

Concessionaire System in question.

4.23 The Concessionaire shall keep an audit trail on when and how Government Data was

created, accessed, modified and deleted, and by whom.

5. Security Plan

Introduction

5.1 The Concessionaire shall develop, implement and maintain a Security Plan to apply during the

Term, and after the end of the Term, as appl icable, in accordance with Schedule 18 (Exit

Management), which will be approved by the Government, tested, periodically updated and audited

in accordance with this schedule.

Development

5.2 Within [NUMBER] days after the Effective Date and in accordance with paragraph 5.8 below

(Amendment and Revision), the Concessionaire will prepare and deliver to the Government for

approval the full and final Security Plan which will be based on the Outline Security Plan set out in

Appendix 1.

5.3 If the Security Plan is approved by the Government it will be adopted immediately. If the


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Security Plan is not approved by the Government the Concessionaire shall amend it within ten (10)

Working Days of a notice of non-approval from the Government and re-submit to the Government

for approval. The parties will use all reasonable endeavours to ensure that the approval process

takes as little time as possible and, in any event, no longer than twenty (20) Working Days from the

date of its first submission to the Government. If the Government does not approve the Security

Plan following its resubmission, the matter will be resolved in accordance with the Dispute

Resolution Procedure. No approval to be given by the Government pursuant to this paragraph may

be unreasonably withheld or delayed. However any failure to approve the Security Plan on the

grounds that it does not comply with the requirements set out in paragraphs 5.1 to 5.7 shall be

deemed to be reasonable.

Content

5.4 The Security Plan will set out the security measures to be implemented and maintained by

the Concessionaire in relation to all aspects of the Services and all processes associated with the

delivery of the Services and shall at all times comply with and specify security measures and

procedures which are sufficient to ensure that the Services comply with:

(a) the provisions of this schedule;

(b) the data protection compliance guidance produced by the Government;

(c) the minimum set of security measures and standards required where the

Concessionaire System will be handling sensitive information; and

(d) any other information security requirements and guidance, as provided by the

Government.

5.5 The references to standards, guidance and policies set out in paragraph 5.4 shall be deemed

to be references to such items as developed and updated and to any successor to or replacement for

such standards, guidance and policies, from time to time.

5.6 In the event of any inconsistency in the provisions of the above standards, guidance and

policies, the Concessionaire should notify the Government’s Representative of such inconsistency

immediately upon becoming aware of the same, and the Government’s Representative shall, as soon

as practicable, advise the Concessionaire which provision the Concessionaire shall be required to

comply with.

5.7 The Security Plan shall be written in plain English in language which is readily

comprehensible to the staff of the Concessionaire and the Government engaged in the Services and

shall not reference any other documents which are not either in the possession of the Government

or otherwise specified in this schedule.

Amendment and Revision

5.8 The Security Plan will be fully reviewed and updated by the Concessionaire annually or from

time to time to reflect:

(a) emerging changes in Good Industry Practice;


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(b) any change or proposed change to the Concessionaire System, the Services

and/or associated processes;

(c) any new perceived or changed threats to the Concessionaire System; and

(d) any reasonable request by the Government.

5.9 The Concessionaire will provide the Government with the results of such reviews as soon as

reasonably practicable after their completion and amend the Security Plan at no additional cost to

the Government.

5.10 Any change or amendment which the Concessionaire proposes to make to the Security Plan

(as a result of a Government request, or change to Schedule 6 (Services), or otherwise, shall be

subject to the Change Control Procedure and shall not be implemented until approved in writing by

the Government.

6. Audit and Testing

6.1 The Concessionaire shall conduct tests of the processes and counter-measures contained in

the Security Plan ("Security Tests") on a [monthly / quarterly / yearly] basis or as otherwise agreed

by the parties. The date, timing, content and conduct of such Security Tests shall be agreed in

advance with the Government.

6.2 The Government shall be entitled to send a representative to witness the conduct of the

Security Tests. The Concessionaire shall provide the Government with the results of such tests (in a

form approved by the Government in advance) as soon as practicable after completion of each

Security Test.

6.3 Without prejudice to any other right of audit or access granted to the Government pursuant

to this Agreement, the Government shall be entitled at any time and without giving notice to the

Concessionaire to carry out such tests as it may deem necessary in relation to the Security Plan and

the Concessionaire's compliance with and implementation of the Security Plan. The Government

may notify the Concessionaire of the results of such tests after completion of each such test.

Security Tests shall be designed and implemented so as to minimise the impact on the Services. If

such tests impact adversely on its ability to deliver the Services to the agreed Service Levels, the

Concessionaire shall be granted relief against any resultant under-performance for the period of the

tests.

6.4 Where any Security Test carried out pursuant to paragraphs 6.2 or 6.3 above reveals any

actual or potential security failure or weaknesses, the Concessionaire shall promptly notify the

Government of any changes to the Security Plan (and the implementation thereof) which the

Concessionaire proposes to make in order to correct such failure or weakness. Subject to the

Government’s approval in accordance with paragraph 5.10, the Concessionaire shall implement such

changes to the Security Plan in accordance with the timetable agreed with the Government or,

otherwise, as soon as reasonably possible. For the avoidance of doubt, where the change to the

Security Plan is required in order to address a non-compliance with the Security Policy or security

requirements, the change to the Security Plan shall be at no additional cost to the Government. For

the purposes of this paragraph 6, a weakness means vulnerability in security and a potential security


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failure means a possible breach of the Security Plan or security requirements.

7. Breach of Security

7.1 Either party shall notify the other immediately upon becoming aware of any Breach of

Security including, but not limited to an actual, potential or attempted breach, or threat to, the

Security Plan.

7.2 Upon becoming aware of any of the circumstances referred to in paragraph 7.1, the

Concessionaire shall immediately:

(a) take all reasonable steps necessary to remedy such breach or protect the

Concessionaire System against any such potential or attempted breach or threat;

and prevent an equivalent breach in the future.

Such steps shall include any action or changes reasonably required by the

Government. In the event that such action is taken in response to a breach that is

determined by the Government acting reasonably not to be covered by the

obligations of the Concessionaire under this Agreement, then the Concessionaire

shall be entitled to refer the matter to the Change Control Procedure.

(b) as soon as reasonably practicable provide to the Government full details (using such

reporting mechanism as may be specified by the Government from time to time) of

such actual, potential or attempted breach and of the steps taken in respect thereof.


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APPENDIX 1

Outline Security Plan

[To be Inserted]


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APPENDIX 2

Security Policy

[To be Inserted]


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SCHEDULE 8 BUSINESS CONTINUITY AND DISASTER RECOVERY

In this Schedule, unless the context otherwise requires the following expressions shall h ave the


Disaster means the occurrence of one or more events which, either separately

or cumulatively, mean that the Concessionaire System and/or the

Services, or a material part of the Services, will be unavailable for

period of [time period] or which is reasonably anticipated will mean

that the Concessionaire System and/or the Services, or a material

part thereof, will be unavailable for that period;

Disaster Recovery

Services

means the services necessary as part of the process to restore the

Concessionaire System and the Service pursuant to this schedule

following the occurrence of a Disaster;

Disaster Recovery System means the system identified by the Concessionaire which shall be

used for the purpose of delivering the Disaster Recovery Services;

Project means the project described in the introduction to this Agreement;

Related Service Provider means any person who provides services to the Government in

relation to the Project from time to time.

1. Purpose of this Schedule

1.1 This schedule sets out the Government’s requirements for ensuring continuity of the business

processes and operations supported by the Services in circumstances of disruption or failure in the

Concessionaire System and/or Services and for restoring the Concessionaire System and/or the

Services through business continuity and any necessary disaster recovery procedures. It also includes

the requirement on the Concessionaire to develop, review, test, change, and maintain a Business

Continuity Plan and a Disaster Recovery Plan (“BCDR Plan”) in respect of the Services.

1.2 The BCDR Plan shall be divided into three parts:

(a) Part A which shall set out general principles applicable to the BCDR Plan ("General

Principles");

(b) Part B which shall relate to business continuity ("Business Continuity Plan"); and

(c) Part C which shall relate to disaster recovery ("Disaster Recovery Plan").

1.3 The BCDR Plan shall detail the processes and arrangements which the Concessionaire shall

follow to ensure continuity of the business processes and operations supported by the Services

following any failure or disruption of any element of the Concessionaire System and/or Services and

the recovery of the Concessionaire System and/or Services in the event of a Disaster.

2. Development of BCDR Plan

2.1 The BCDR Plan shall, unless otherwise required by the Government in writing, be based upon


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and be consistent with the provisions of paragraphs 2.3 and 2.10 of this schedule.

2.2 The Concessionaire shall ensure that its Sub-contractors' disaster recovery and business

continuity plans are integrated with the BCDR Plan.

Part A - General Principles and Requirements

2.3 The Disaster Recovery Plan must address the following three areas:

a. Prevention (pre-disaster): The pre-planning should minimise the overall impact of a disaster.

This pre-planning should also maximise the ability of the Government to recover from a

disaster.

b. Continuity (during a disaster): The process of maintaining core, mission-critical systems and

resources "skeletons" (the bare minimum assets required to keep the Government in

operational status). Business Continuity measures ensure operations of the Concessionaire

System by preserving critical systems and resources.

c. Recovery (post-disaster): The activities required for the restoration of all systems and

resources to full, normal operational status.

2.4 The BCDR Plan shall:

(a) set out how the business continuity and disaster recovery elements of the Plan link to

each other;

(b) provide details of how the invocation of any element of the BCDR Pl an may impact upon

the operation of the Services and any services provided to the Government by a Related

Service Provider;

(c) contain an obligation upon the Concessionaire to liaise with the Government and (at the

Government’s request) any Related Service Provider with respect to issues concerning

business continuity and disaster recovery where applicable;

(d) detail how the BCDR Plan links and interoperates with any overarching and/or

connected disaster recovery or business continuity plan of the Government and any of

its other Related Service Providers as notified to the Concessionaire by the Government

from time to time;

(e) contain a communication strategy including details of an incident and problem

management service;

(f) contain a risk analysis, including:

(i) failure or disruption scenarios and assessments and estimates of frequency of

occurrence;

(ii) identification of any single points of failure within the Concessionaire System and/or

the Services and processes for managing the risks arising therefrom;

(iii) identification of risks arising from the interaction of the Concessionaire System


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and/or the Services with the systems and/or services respectively provided by a

Related Service Provider; and

(iv) a business impact analysis (detailing the impact on business processes and

operations) of different anticipated failures or disruptions;

(g) provide for documentation of processes, including business processes, and procedures;

(h) set out key contact details (including roles and responsibilities) for the Concessionaire

(and any Sub-Contractors) and for the Customer;

(i) identify the procedures for reverting to "normal service";

(j) set out method(s) of recovering or updating data collected (or which ought to have been

collected) during a failure or disruption to ensure that there is minimal data loss and to

preserve data integrity;

(k) identify the responsibilities (if any) that the Government has agreed it will assume in the

event of the invocation of the BCDR Plan; and

(l) provide for the provision of technical advice and assistance to key contacts at the

Government as notified by the Government from time to time to inform decisions in

support of the Government’s business continuity plans.

2.5 The BCDR Plan shall be designed so as to ensure that:

(a) the Concessionaire System functions and the Services are provided in accordance with

the Agreement at all times during and after the invocation of the BCDR Plan;

(b) the adverse impact of any Disaster, service failure, or disruption on the operations of the

Government is minimal as far as reasonably possible;

(c) it complies with the relevant industry standards from time to time in force; and

(d) there is a process for the management of disaster recovery testing detailed in the BCDR

Plan.

2.6 The BCDR Plan must be sufficiently flexible to support any changes to the Services or to the

business processes facilitated by and the business operations supported by the Services.

2.7 The Concessionaire shall not be entitled to any relief from its obligations under the Service

Levels or to any increase in the Charges to the extent that a Disaster occurs as a consequence of any

breach of this Agreement by the Concessionaire.

Part B - Business Continuity Element - Principles and Contents

2.8 The Business Continuity Plan shall set out the arrangements that are to be invoked to ensure

continuity and that the business processes and operations facilitated by the Services remain

supported, including but not limited to and unless the Government expressly states otherwise in

writing:


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(a) the alternative processes, (including business processes), options and responsibilities

that may be adopted in the event of a failure in or disruption to the Concessionaire

System and/or the Services; and

(b) the steps to be taken by the Concessionaire upon resumption of the Concessionaire

System and/or the Services in order to address any prevailing effect of the failure or

disruption including a root cause analysis of the failure or disruption.

2.9 The Business Continuity Plan shall address the various possible levels of failures of or

disruptions to the Concessionaire System and/or the Services and the services to be provided and

the steps to be taken to remedy to the different levels of failure and disruption. The Business

Continuity Plan shall also clearly set out the conditions and/or circumstances under which the

Disaster Recovery Plan is invoked.

Part C - Disaster Recovery Element - Principles and Contents

2.10 The Disaster Recovery Plan shall be designed so as to ensure that, upon the occurrence of a

Disaster, the Concessionaire ensures continuity of the business operations of the Government

supported by the Services following any Disaster or during any period of service failure or disruption

with, as far as reasonably possible, minimal adverse impact.

2.11 The Disaster Recovery Plan shall only be invoked upon the occurrence of a Disaster.

2.12 The Disaster Recovery Plan shall include the following:

(a) the technical design and build specification of the Disaster Recovery System;

(b) details of the procedures and processes to be put in place by the Concessionaire and any

Sub-Concessionaire in relation to the Disaster Recovery System and the provision of the

Disaster Recovery Services and any testing of the same including but not limited to the

following:

(i) data centre and disaster recovery site audits;

(ii) backup methodology and details of the Concessionaire's approach to data back-up

and data verification;

(iii) identification of all potential disaster scenarios;

(iv) risk analysis;

(v) documentation of processes and procedures;

(vi) hardware configuration details;

(vii) network planning including details of all relevant data networks and communication

links;

(viii) recovery procedures;

(ix) steps to be taken upon resumption of the Concessionaire System and/or the Service


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to address any prevailing effect of the failure or disruption;

(c) any applicable service levels with respect to the provision of Disaster Recovery Services

and details of any agreed relaxation upon the Service Levels during any period of

invocation of the Disaster Recovery Plan;

(d) details of how the Concessionaire shall ensure compliance with security standards

ensuring that compliance is maintained for any period during which the Disaster

Recovery Plan is invoked;

(e) access controls (to any disaster recovery sites used by the Concessionaire or any Sub-

Concessionaire in relation to its obligations pursuant to this schedule); and

(f) testing and management arrangements.

3. Review and Amendment of the BCDR Plan

3.1 The Concessionaire shall review part or all of the BCDR Plan (and the risk analysis on which it is

based):

(a) on a regular basis and as a minimum once Contract Year;

(b) within three (3) calendar months of the BCDR Plan (or any part) having been invoked

pursuant to paragraph 5 of this schedule; and

(c) where the Government requests any additional reviews (over and above those provided

for in paragraphs (a) and (a) of this schedule) by notifying the Concessionaire to such

effect in writing, whereupon the Concessionaire shall conduct such reviews in

accordance with the Government’s written requirements. [The costs of both parties for

any such additional reviews (in terms of this paragraph 3.1) will be met by the

Government.]

3.2 Each review of the BCDR Plan, pursuant to paragraph 3.1, shall be a review of the procedures

and methodologies set out in the BCDR Plan and shall assess their suitability having regard to any

change to the Services or any underlying business processes and operations facilitated by or

supported by the Services which have taken place since the last review of the BCDR Plan and shall

also have regard to any occurrence of any event, since that date, which may increase the likelihood

of the need to invoke the BCDR Plan. The review shall be completed by the Concessionaire within

the period required by the BCDR Plan or if no such period is required within such period as the

Government shall reasonably require. The Concessionaire shall, within twenty (20) Working Days of

the conclusion of each such review of the BCDR Plan, provide a report ("Review Report") to the

Government setting out:

(a) the findings of the review;

(b) any changes in the risk profile associated with the Services; and

(c) the Concessionaire's proposals ("Concessionaire's Proposals") for addressing any

changes in the risk profile and its proposals for amendments to the BCDR Pl an following

the review, detailing the impact that the implementation of such proposals may have on


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any services or systems provided by a third party.

3.3 The Concessionaire shall, as soon as is reasonably practicable after receiving the Government’s

approval of the Concessionaire's Proposals, effect any change in its practices or procedures

necessary so as to give effect to the Concessionaire's Proposals. Any such change shall be at the

Concessionaire's expense unless it can be reasonably shown that the changes are required because

of a material change to the project’s risk profile.

4. Testing of the BCDR Plan

4.1 The Concessionaire shall test the BCDR Plan on a regular basis and in any event not less than

once in every Contract Year. Subject to paragraph 4.2 below, the Government may require the

Concessionaire to conduct additional tests of some or all aspects of the BCDR Plan at any time where

the Government considers it necessary, including where there has been any change to the Services

or any underlying business processes, or on the occurrence of any event which may increase the

likelihood of the need to implement the BCDR Plan.

4.2 If the Government requires an additional test of the BCDR Plan it shall give the Concessionaire

written notice and the Concessionaire shall conduct the test in accordance with the Government’s

requirements and the relevant provisions of the BCDR Plan. The Concessionaire's costs of the

additional test shall be borne by the Government unless the BCDR Plan fails the additional test in

which case the Concessionaire's costs of that failed test shall be borne by the Concessionaire.

4.3 Following each test, the Concessionaire shall send to the Government a written report

summarising the results of the test and shall promptly implement any actions or remedial measures

which the Government considers to be necessary as a result of those tests.

4.4 The Concessionaire shall undertake and manage testing of the BCDR Plan in full consultation

with the Government and shall liaise with the Government in respect of the planning, performance,

and review, of each test, and shall comply with the reasonable requirements of the Government in

this regard. Each test shall be carried out under the supervision of the Government or its nominee.

4.5 The Concessionaire shall ensure that any use by it or any Sub-Contractor of ‘live’ data in such

testing is first approved with the Government.

4.6 The Concessionaire shall, within twenty (20) Working Days of the conclusion of each test,

provide to the Government a report setting out:

(a) the outcome of the test;

(b) any failures in the BCDR Plan (including the BCDR Plan's procedures) revealed by the

test; and

(c) the Concessionaire's proposals for remedying any such failures.

4.7 Following each test, the Concessionaire shall take all measures requested by the Government,

(including requests for the re-testing of the BCDR Plan) to remedy any failures in the BCDR Plan and

such remedial activity and re-testing shall be completed by the Concessionaire, at no additional cost

to the Government, by the date reasonably required by the Government and set out in such notice.


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4.8 For the avoidance of doubt, the carrying out of a test of the BCDR Plan shall not relieve the

Concessionaire of any of its obligations under this schedule.

5. Invocation of the Business Continuity and Disaster Recovery Plan

5.1 In the event of a complete loss of service or in the event of a Disaster, the Concessionaire shall

immediately invoke the BCDR Plan (and shall inform the Government promptly of such invocation).

In all other instances the Concessionaire shall only invoke or test the BCDR Plan with the prior

consent of the Government.


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SCHEDULE 9 CHARGES AND INVOICING

PART A - CHARGING

1. Purpose of this Part of the Schedule

1.1 The purpose of this part A of the schedule is to set out the provisions relating to:

(a) the Charges;

(b) Service Credits;

(c) Delay Payments; and

(d) Charges for Changes.

2. Charges

The Concessionaire shall be entitled to the Charges and the Share of Savings as set out in clause 19

of this Agreement.

4. Service Credits

Service Credits will be calculated as [-]

5. Delay Payments

If a Milestone has not been achieved by the relevant Milestone Date, the Concessionaire shall pay to

the Government the Delay Payments due in accordance with the following table for each day of

delay from and including the relevant Milestone Date until and including the date on which the

relevant Milestone criteria are actually achieved and the Government provides the Concessionaire

with a Milestone Achievement Certificate.

Milestone Number Delay Payment

[-]

6. Charges for Changes

Any changes to the Charges shall be developed and agreed by the parties such that the

Concessionaires profit margin on such Changes shall be no greater than that applying to the Charges

as at the Effective Date (being [permitted profit percentage]%).

PART B - INVOICING

1. Purpose of this Part of the Schedule

This part B of the schedule sets out the method by which the Concessionaire shall raise invoices to

the Government for payment, together with the requirements which apply to such invoices, and the

payment terms thereof.


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2. Concessionaire Invoices

The Concessionaire shall ensure that each invoice contains the following information:

(a) the date of the invoice;

(b) a unique invoice number;

(c) the Service Period or other period(s) to which the relevant Charge(s) relate;

(d) details of the correct Agreement reference;

(e) the total Charges gross and net of any applicable deductions and, separately, the amount of any

disbursements properly chargeable to the Government under the terms of the Agreement, and,

separately, any VAT payable in respect of the same;

(f) details of any Service Credits or Delay Payments or similar deductions that shall apply to the

Charges detailed on the invoice;

(g) a contact name and telephone number of a responsible person in the Concessionaire's finance

department in the event of administrative queries; and

(h) the banking details for payment to the Concessionaire via electronic transfer of funds (the name

and address of bank, sort code, account name and number).

Each invoice shall at all times be accompanied by sufficient information ("Supporting

Documentation") to enable the Government to reasonably assess whether the Charges detailed

thereon are properly payable. Any such assessment by the Government shall not be conclusive. The

Concessionaire undertakes to provide to the Government any other documentation reasonably

required by the Government from time to time to substantiate an invoice.

The Concessionaire shall submit all invoices and Supporting Documentation in such format as the

Government may specify from time to time to the Government Representative, with a copy (again

including any Supporting Documentation) to such other person and at such place as the Government

may notify to the Concessionaire from time to time.

All Concessionaire invoices shall be expressed in Euro (€) or such other currency as shall be

permitted by the Government in writing.

The Government shall only regard an invoice as valid if it complies with the provisions of this part B

of this schedule. Where any invoice does not conform to the Government’s requirements set out

herein, the Government will return the disputed invoice to the Concessionaire. The Concessionaire

shall promptly issue a replacement invoice which shall comply with the same.

3. Payment Terms

Subject to the provisions of paragraph 2 of this part B of this schedule, the Government shall make

payment to the Concessionaire within sixty (60) days of receipt of a valid invoice by the Government

at its nominated address for invoices.


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SCHEDULE 10 RECORDS PROVISION

1. Introduction

The objective of this schedule is to set out the requirements for:

(a) the retention of proper records of processes and decisions taken relating to the performance and

management of the Agreement; and

(b) the detail and nature of the reports that are to be made by the parties, including the timing and

process for making such reports.

2. Reports

Any or all of the following reports may be required by the Government:

(a) Delay reports;

(b) Test reports;

(c) Annual report on the Insurances;

(d) Security reports;

(e) Management Reports;

(f) Force Majeure Event reports;

(g) Savings Model reports;

(h) Service levels and KPIs reports; and/or

(i) Service Improvement reports

3. Records

3.1 The Concessionaire shall retain and maintain all the records (including superseded records)

referred to in the Appendix to this schedule:

(a) in accordance with Good Industry Practice;

(b) in chronological order;

(c) in a form that is capable of audit; and

(d) at its own expense.

3.2 The Concessionaire shall make these records available for inspection to the Government on

request, subject to the Government giving reasonable notice.

3.3 Wherever practical, original records shall be retained and maintained in hard copy form.

True copies of the original records may be kept by the Concessionaire where it is not practicable to

retain original records.


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3.4 The Concessionaire shall, during the Term and a period of [at least four (4) years] following

the expiry of termination of this Agreement, maintain or cause to be maintained complete and

accurate documents and records in relation to the provision of the Services including but not limited

to all records (whether in electronic format or otherwise) referred to in the Appendix to this

schedule.

3.5 Financial records referred to in the Appendix shal l be retained and maintained in safe

storage by the Concessionaire for a period of at least five (5) years after the expiry or termination of

this Agreement, or ten (10) years from the creation of the relevant records, whichever is the later.


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APPENDIX

Records to be kept by the Concessionaire

In accordance with the provisions of paragraph 3.1 of this schedule, the Concessionaire shall

maintain the following records:

1. The Agreement, its schedules and all amendments to such documents.

2. All other documents which this Agreement expressly requires to be prepared.

3. All documents pertaining to the Services, in particular:

4. Records relating to the appointment and succession of the Concessionaire Representative

and each member of the Key Personnel.

5. Notices, reports and other documentation submitted by an expert.

6. All operation and maintenance manuals prepared by the Concessionaire for the purpose of

maintaining the provision of the Services and the underlying ICT Environment and

Concessionaire Equipment.

7. Documents prepared by the Concessionaire or received by the Concessionaire from a third

party relating to a Force Majeure Event.

8. All formal notices, reports or submissions made by the Concessionaire to the Government

Representative in connection with the provision of Services.

9. All certificates, licences, registrations or warranties in each case obtained by the

Concessionaire in relation to the provision of the Services. In particular:

a. Reports on consumption and consumption patterns highlighting discrepancies;

b. Reports on all criteria contributing to the savings formula;

c. Reports on inventory discrepancies;

d. Report on supplier performance;

e. Dispensing errors;

f. Reports on the Number and Type of Maintenance and Support Calls, including

incident reports, received;

g. Reports on KPIs

h. Progress Reports showing serviced and pending calls.

10. Documents prepared by the Concessionaire in support of claims for the Charges.

11. Documents submitted by the Concessionaire pursuant to and in accordance with the Change

Control Procedure.


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12. Documents submitted by the Concessionaire pursuant to invocation by it, or by the

Government, of the Dispute Resolution Procedure.

13. Documents evidencing any change in ownership or any interest in any or all of the shares in

the Concessionaire [and/or the Guarantor].

14. Invoices and records related to VAT sought to be recovered by the Concessionaire.

15. Financial records, including audited and un-audited accounts of the Guarantor and the

Concessionaire.

16. Records required to be retained by the Concessionaire by Law, including in relation to health

and safety matters and health and safety files and all consents.

17. All documents relating to the insurances to be maintained under the Agreement and any

claims made in respect of them.

18. All other records, notices or certificates required to be produced and/or maintained by the

Concessionaire pursuant to this Agreement.

19. All journals and audit data referred to in Schedule 7 (Security Requirements).


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SCHEDULE 11 KEY PERSONNEL

Key Personnel

Concessionaire

Name Role Responsibilities/Authorities Phase of the project during

which they will be a Key

Person

Concessionaire

Representative

Concessionaire

Project Manager

Concessionaire

Contract Manager

Government

Name Role Responsibilities/Authorities Phase of the project during

which they will be a Key

Person

Government

Representative

Government

Project Manager

Government

Contract Manager


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SCHEDULE 12 NOTIFIED SUBCONTRACTORS

Sub-contractors

In accordance with sub Clause 24.4 (Sub-contracting) of the main Agreement, the Contractor is

entitled to Sub-contract its obligations under this Agreement to the following Sub-contractors listed

in the table below:

Sub-contractor Name and Address (if

not the same as the registered office)

Registered Office and

Company Number

Related Product/Service

Description


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SCHEDULE 13 GOVERNANCE



Board Member means the Government and Concessionaire Board appointments set out

in the Appendix to this schedule;

Project means the project described in the introduction to this Agreement;

Project Board means the board described in paragraph 2.4 of this schedule;

Project Managers means the individuals appointed as such by the Government and the

Concessionaire in accordance with paragraph 2.3 of this schedule.

1. Introduction

This schedule describes the procedures that will be used to manage the relationship between the

Government and the Concessionaire under the Agreement.

2. Establishment of the Project Board

2.1 The Project Board shall be established in terms of this Agreement such that both the

Concessionaire and the Government shall be represented on the Board.

2.2 The Concessionaire and the Government shall each appoint a Project Manager.

2.3 The Project will be managed at the day to day level through the Concessionaire Project

Manager and the Government Project Manager, in accordance with the Implementation Plan, the

Services and the other terms of this Agreement.

2.4 The Project Board will be responsible for:

(a) the executive management of the Project as set out in this Agreement;

(b) the provision of senior level guidance, leadership and strategy for the Project;

(c) carrying out the specific obligations attributed to it in this Agreement.

The role and function of the Project Board is more particularly set out in paragraph 5 below.

2.5 Both parties will ensure that appropriate resource is made available on a regular basis such

that the aims, objectives and specific provisions of this Agreement can be fully realised.

3. Board Structure & Representation

3.1 The Appendix to this schedule describes in relation to the Project Board:

the Government members of the Board;

the Concessionaire members of the Board;

the frequency that the Board shall meet (unless otherwise agreed between the parties);


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the location of the Board's meetings; and

the planned start date by which the Board shall be established.

3.2 In the event that either party wishes to replace any Board Member position, that party shall

notify the other in writing of the proposed change for agreement by the other party (such

agreement not to be unreasonably withheld or delayed). Notwithstanding the foregoing it is

intended that each Government Board Member has at all times a counterpart Concessionaire Board

Member of equivalent seniority and expertise.

3.3 Each party shall ensure that its Board Members shall make all reasonable efforts to attend

Board meetings at which that Board Member's attendance is required. If any Board Member is not

able to attend a Board meeting, that person shall use all reasonable endeavours to ensure that:

a delegate attends the relevant Board meeting in his/her place;

such delegate is, (insofar as reasonably possible), properly briefed and pre pared; and

that Board Member is debriefed by such delegate after the Board Meeting.

3.4 A chairperson shall be appointed by the Government for the Project Board as identified in

the Appendix in this schedule. The chairperson shall be responsible for:

scheduling Board meetings;

setting the agenda for Board meetings and circulating to all attendees in advance of such

meeting;

chairing the Board meetings;

monitoring the progress of any follow up tasks and activities agreed to be carried out

following Board meetings;

ensuring that minutes for Board meetings are recorded and disseminated electronically to

the appropriate persons and to all Board meeting participants within seven (7) Working Days

after the Board meeting; and

facilitating the process or procedure by which any decision agreed at any Board meeting is

given effect in the appropriate manner.

3.5 Board meetings shall be quorate as long as at least two (2) representatives from each party

are present.

3.6 The parties shall ensure, as far as reasonably practicable, that all Boards shall as soon as

reasonably practicable resolve the issues and achieve the objectives placed before them. Each party

shall use endeavours to ensure that Board Members are empowered to make relevant decisions to

be made to achieve this.

4. Role of Project Board

The Project Board shall:


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ensure that this Agreement is operated throughout the Term in a manner which optimises

the value for money and operational benefit derived by the Government and the

commercial benefit derived by the Concessionaire;

receive and review reports from the Project Managers which summarise key aspects of the

operation of the Services, including progress against the Implementation Plan, delivery of

Services and performance against Service Levels and KPIs, possible future developments and

review reports on technology, service and other developments that offer potential for

improving the benefit either party is receiving, in particular value for money;

determine business strategy and provide guidance on policy matters which may impact on

the implementation of the Services; and

consider and resolve Disputes (including Disputes as to the cause of a delay to the Project or

the performance of the Services) escalated to the Project Board.

be responsible for comprehensive oversight of the Project and for the senior management of

the operational relationship between the parties;

deal with the prioritisation of resources and the appointment of Project Managers on behalf

of the parties; and

develop operational/supplier relationship and develop and propose the relationship

development strategy and ensure the implementation of the same.

6. Contract Management Mechanisms

6.1 Both parties will pro-actively manage risks attributed to them under the terms of this

Agreement.

6.2 The Concessionaire will develop, operate, maintain and amend, as agreed with the

Government, processes for:

the identification and management of risks;

the identification and management of issues;

monitoring and controlling project plans; and

document control and management.

7. Annual Review

7.1 An annual review meeting shall be held, on a date to be agreed between the parties,

throughout the Term.

7.2 The meetings will be attended by the Concessionaire Representative and the Government

Representative and any other persons considered necessary for the review, by the Government.

8. Escalation Process and Dispute Resolution


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Initial Attempt to Settle

8.1 The parties will initially attempt to resolve any dispute arising in the course of the Parties’

execution of responsibilities, under the Agreement. The relevant team/s of the Government

and of the Concessionaire will apply their best efforts to reach a good-faith resolution of any

dispute. Good faith attempts to resolve any dispute will continue, if necessary for a

reasonable period of time, not to exceed five (5) Working Days.

First Escalation

8.2 If, after a reasonable period of time, not exceeding five (5) Working Days, the relevant

Government and Concessionaire team/s are unable to resolve any dispute, the

Concessionaire’s Project Manager and the Government Project Manager will be notified in

writing. Written notification should include the reason for the dispute, specific remedy

being sought in addition to any other pertinent details. The Concessionaire’s Project

Manager and the Government’s Project Manager will discuss and attempt to resolve the

dispute in good faith for a reasonable period of time, not to exceed five (5) Working Days.

Second Escalation

8.3 If, after a reasonable period of time, not exceeding five (5) Working Days, the relevant

Concessionaire and Government Project Managers are unable to resolve any dispute, the

Concessionaire Contract Manager and the Government Contract Manager will be notified in

writing. Written notification should include the reason for the dispute, specific remedy being

sought in addition to any other pertinent details. The Concessionaire and Government

Contract Managers will discuss and attempt to resolve the dispute in good faith for a

reasonable period of time, not to exceed five (5) Working Days. If these individuals are

unable to resolve the dispute within this time period, each party will prepare a written

statement outlining the dispute and attempted resolution and will submit the statement to

the Project Board.

Third Escalation

8.4 The Project Board shall meet to review any submitted disputes and make every reasonable

and good faith attempt to resolve such disputes within ten (10) Working Days.

Critical Problems

8.5 If any dispute or problem is related to a critical problem where there is significant negative

impact to the Government or the Concessionaire is not meeting the Service Levels, and the

relevant Concessionaire and Government team/s are unable to resolve such dispute or

problem within twenty-four (24) hours, then the dispute or problem shall be immediately

escalated to the executives specified in Section 8.3 above. Notwithstanding the provisions

of Section 8.3 above, the parties shall use their best efforts to resolve any dispute related to

a critical problem within twenty-four (24) hours after escalation to them.


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APPENDIX

Project Board Representation and Structure

Government Members for Project Board [name] (Chairperson), [name] and [name]

Concessionaire Members for Project Board [name], [name] and [name]

Start Date for Project Board meetings

Frequency of Project Board meetings

Location of Project Board meetings


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SCHEDULE 14 CHANGE CONTROL PROCEDURE



1. Definitions

Change Authorisation Note

means the form used by the parties to set out the agreed Contract

Change and which shall be substantially in the form of Appendix 3 to

this schedule;

Change Communication

means any Change Request, Impact Assessment, Change

Authorisation Note or other communication sent or required to be

sent pursuant to this schedule;

Change Request means a written request for a Contract Change which shall be

substantially in the form of Appendix 1 to this schedule;

Contract Change means any change to this Agreement other than an Operational

Change;

Fast-track Change means any Contract Change which the parties agree to expedite in

accordance with paragraph 7 of this schedule;

Impact Assessment means an assessment of a Change Request substantially in the form

of Appendix 2 of this schedule;

Operational Change means any change in the Concessionaire's operational procedures

which in all respects, when implemented:

(a) will not affect the Charges or the Concessionaire's costs of

performing the Services and will not result in any other costs to the

Government; and/or

(b) may change the way in which the Services are delivered but

will not adversely affect the output of the Services or increase the

risks in performing or receiving the Services; and/or

(d) will not require a change to the Agreement;

Receiving Party means the party which receives a proposed Contract Change; and

Requesting Party means the party which requests a Contract Change.


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2. General Principles of Change Control Procedure

2.1 This schedule sets out the procedure for dealing with Contract Changes.

2.2 Operational Changes shall be processed in accordance with paragraph 8 below. If either

party is in doubt about whether a change falls within the definition of an Operational Change then it

will be processed as a Contract Change.

2.3 Under this Change Control Procedure:

either party may request a Contract Change which they shall initiate by issuing a Change

Request in accordance with paragraph 4;

the Concessionaire will assess and document the potential impact of a proposed Contract

Change in accordance with paragraph 5 before the Contract Change can be either approved

or implemented;

the Government shall have the right to request amendments to a Change Request, approve

it or reject it in the manner set out in paragraph 6;

the Concessionaire shall have the right to reject a Change Request solely in the manner set

out in paragraph 7;

no proposed Contract Change shall be implemented by the Concessionaire until such time as

a Change Authorisation Note has been signed and issued by the Government in accordance

with paragraph 8; and

if the circumstances or nature of a proposed Contract Change mean that it is a Fast-track

Change then it shall be processed in accordance with paragraph 8.

2.4 To the extent that any Contract Change requires testing and/or a programme for

implementation, then the parties will follow the procedures set out in Schedule 4 (Testing

Procedure), and, where appropriate, the Change Authorisation Note relating to such a Contract

Change shall specify a Key Milestone and Key Milestone Date in respect of such Contract Changes for

the purposes of such procedures.

2.5 Until such time as a Change Authorisation Note has been signed and issued by the

Government in accordance with paragraph 6, then:

unless the Government expressly agrees otherwise in writing, the Concessionaire shall

continue to supply the Services in accordance with the existing terms of the Agreement as if

the proposed Contract Change did not apply; and

any discussions, negotiations or other communications which may take place between the

Government and the Concessionaire in connection with any proposed Contract Change,

including the submission of any Change Communications, shall be without prejudice to each

party’s other rights under this Agreement.

3. Costs


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3.1 Subject to the provisions of this paragraph, each party shall bear its own costs in relation to

the preparation and agreement of each Change Request and Impact Assessment.

3.2 Subject to the provisions of clause 7.4 (Implementation Delays) and clause 11.4 (Services) of

the Agreement All Contract Changes shall be calculated and charged in accordance with clause 19 of

the Agreement and the principles set out in Schedule 9 (Charges and Invoicing). The Concessionaire

will only be entitled to increase the Charges if it can demonstrate in the Impact Assessment that the

proposed Contract Change requires additional resources and, in any event, any change to the

Charges resulting from a Contract Change (whether the change will cause an increase or a decrease

in the Charges) will be strictly proportionate to the increase or decrease in the level of resources

required for the provision of the Services as amended by the Contract Change.

3.3 Both parties' costs incurred in respect of any use of this Change Control Procedure as a

result of any error or Default by the Concessionaire shall be paid for by the Concessionaire.

4. Change Request

4.1 Either party may issue a Change Request to the other party at any time during the Term. The

Change Request shall be substantially in the form of Appendix 1 to this schedule and must state

whether the party issuing the Change Request considers the proposed Contract Change to be a Fast -

track Change.

4.2 If the Concessionaire issued the Change Request, then it shall also provide an Impact

Assessment to the Government as soon as is reasonably practicable but in any event within ten (10)

Working Days of the date of issuing the Change Request.

4.3 If the Government issued the Change Request, then the Concessionaire shall provide an

Impact Assessment to the Government as soon as is reasonably practicable but in any event within

ten (10) Working Days of the date of receiving the Change Request from the Government provided

that if the Concessionaire requires any clarifications in relation to the Change Request before it can

deliver the Impact Assessment, then it will promptly notify the Government and the time period

shall be extended by the time taken by the Government to provide those clarifications. The

Government shall respond to the request for clarifications as soon as is reasonably practicable and

the Concessionaire shall provide the Government with sufficient information to enable it to

understand fully the nature of the request for clarification.

5. Impact Assessment

5.1 Each Impact Assessment shall include (without limitation):

details of the proposed Contract Change including the reason for the Contract Change; and

details of the impact of the proposed Contract Change on the Services and the

Concessionaire's ability to meet its other obligations under the Agreement and any variation

to the terms of the Agreement that will be required as a result of that impact and including

without limitation changes to:

o the Services Description and the Service Levels;


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o the Milestones, Implementation Plan and any other timetable previously agreed by

the parties;

o other services provided by third party Concessionaires to the Government, including

any changes required by the proposed Contract Change to the Government's ICT

System;

o details of the cost of implementing the proposed Contract Change;

o details of the ongoing costs required by the proposed Contract Change when

implemented, including any increase or decrease in the Charges, any alteration in

the resources and/or expenditure required by either party and any alteration to the

working practices of either party;

o a timetable for the implementation, together with any proposals for the testing of

the Contract Change;

o details of how the proposed Contract Change will ensure compliance with any

applicable Regulatory Change; and

o such other information as the Government may reasonably request in (or in

response to) the Change Request.

5.2 Subject to the provisions of paragraph 5.3, the Government shall review the Impact

Assessment and, within fifteen (15) Working Days of receiving the Impact Assessment, it shall

respond to the Concessionaire in accordance with paragraph 6.

5.3 If the Government is the Receiving Party and the Government reasonably considers that it

requires further information regarding the proposed Contract Change so that it may properly

evaluate the Change Request and the Impact Assessment, then within five (5) Working Days of

receiving the Impact Assessment, it shall notify the Concessionaire of this fact and detail the further

information that it requires. The Concessionaire shall then re-issue the relevant Impact Assessment

to the Government within ten (10) Working Days of receiving such notification. At the Government's

discretion, the parties may repeat the process described in this paragraph until the Government is

satisfied that it has sufficient information to properly evaluate the Change Request and Impact

Assessment.

6. Government’s Right of Approval

6.1 Within fifteen (15) Working Days of receiving the Impact Assessment from the

Concessionaire or within ten (10) Working Days of receiving the further information that it may

request pursuant to paragraph 5.3, the Government shall evaluate the Change Request and the

Impact Assessment and shall do one of the following:

approve the proposed Contract Change, in which case the parties shall follow the procedure

set out in paragraph 6.2 below;

in its absolute discretion reject the Contract Change, in which case it shall notify the

Concessionaire of the rejection. The Government shall not reject any proposed Contract


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Change to the extent that the Contract Change is necessary for the Concessionaire or the

Services to comply with any Changes in Law. If the Government does reject a Contract

Change, then it shall explain its reasons in writing to the Concessionaire as soon as is

reasonably practicable following such rejection;

require the Concessionaire to modify the Change Request and/or Impact Assessment in

which event the Concessionaire shall make such modifications within five (5) Working Days

of such request. Subject to paragraph 5.3 above, on receiving the modified Change Request

and/or Impact Assessment, the Government shall approve or reject the proposed Contract

Change within ten (10) Working Days.

6.2 If the Government approves the proposed Contract Change pursuant to paragraph 6.1 and it

has not been rejected by the Concessionaire in accordance with paragraph 7 below, then it shall

inform the Concessionaire and the Concessionaire shall prepare two (2) copies of a Change

Authorisation Note which it shall sign and deliver to the Government for its signature. Following

receipt by the Government of the Change Authorisation Note, it shall sign both copies and return

one (1) copy to the Concessionaire. On the Government's signature, the Change Authorisation Note

shall constitute a binding variation to the Agreement provided that the Change Authorisation Note is

signed by:

the appropriate person(s) specified in paragraph 10.1 of this schedule; and

the Government within ten (10) Working Days of receiving the Concessionaire's signed copy.

If the Government does not sign the Change Authorisation Note within this time period,

then the Concessionaire shall have the right to notify the Government and if the

Government does not sign the Change Authorisation Note within five (5) Working Days of

the date of such notification, then the Concessionaire may refer the matter to the Dispute

Resolution Procedure.

7. Concessionaire’s Right of Approval

7.1 Following an Impact Assessment, if the Concessionaire reasonably believes that any

proposed Contract Change which is requested by the Government:

would require the Services to be performed in a way that infringes any Law; or

is technically impossible to implement provided that:

o the Concessionaire can demonstrate to the Government's reasonable satisfaction

that the proposed Contract Change is impossible to implement; and

o neither the Solution nor the Services Description state that the Concessionaire does

have the technical capacity and flexibility required to implement the proposed

Change,

then the Concessionaire shall be entitled to reject the proposed Contract Change and shall notify the

Government of its reasons for doing so within five (5) Working Days after the date on which it is

obliged to deliver the Impact Assessment in accordance with paragraph 4.3.


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8. Fast-Track Changes

8.1 The parties undertake to ensure operational efficiency and acknowledge that there may be

circumstances where it is desirable to expedite the processes set out above.

8.2 If both parties agree in relation to a proposed Contract Change that:

the Contract Change does not involve any alteration to, or deviation from the contractual

principles set out in the Agreement; and

the value of the proposed Contract Change does not exceed 5% of the cumulative Project

value and the proposed Contract Change is not significant (as determined by the

Government acting reasonably),

then the parties shall confirm to each other in writing that they shall use the process set out in the

preceding paragraphs but with reduced timescales, such that any period of fifteen (15) Working Days

is reduced to five (5) Working Days, any period of ten (10) Working Days is reduced to two (2)

Working Days and any period of five (5) Working Days is reduced to one (1) Working Day.

8.3 The parameters set out in this paragraph may be revised from time to time by agreement

between the parties in writing.

9. Operational Change Procedure

9.1 Any changes identified by the Concessionaire to improve operational efficiency of the

Services may be implemented by the Concessionaire without following the Change Control

Procedure for proposed Contract Changes provided they do not:

have an impact on the Government;

require a change to the Agreement;

have a direct impact on use of the Services; or

involve the Government in paying any additional Charges or other costs.

9.2 The Government may request an Operational Change by submitting a written request for

Operational Change ("RFOC") to the Concessionaire Representative.

9.3 The RFOC shall include the following details:

the proposed Operational Change; and

time-scale for completion of the Operational Change.

9.4 The Concessionaire shall inform the Government of any impact on the Services that may

arise from the proposed Operational Change.

9.5 The Concessionaire shall complete the Operational Change by the timescale specified for

completion of the Operational Change in the RFOC, and shall promptly notify the Government when

the Operational Change is completed.


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10. Change Authorisation

Any proposed Contract Change processed in accordance with this schedule will not be authorised

and the Concessionaire shall not implement any proposed Contract Change until the Change

Authorisation Note is signed and executed by the [authorised signatory] in accordance with the

Government's procedure(s), as notified to the Concessionaire from time to time.

11. Communications

11.1 For any Change Communication to be valid under this schedule, it must be sent to either the

Government's Representative or the Concessionaire's Representative, as applicable. All Change

Communications may be hand delivered or sent by first-class post or facsimile. Change

Communications shall be deemed to have been received at the following times:

if hand delivered, then at the time of delivery or, if delivered after 16.00 hours on the next

Working Day;

if posted first class from within Malta, on the third Working Day after it was put into the

post; or

if sent by facsimile, then at the expiration of four (4) hours after the time of despatch, if

despatched before 15.00 hours on any Working Day, and in any other case at 10.00 hours on

the next Working Day following the date of despatch.

11.2 In proving delivery of a Change Communication, it will be sufficient to prove that delivery

was made, or that the envelope containing the Change Communication was properly addressed and

posted (by prepaid first class recorded delivery post) or that the facsimile was properly addressed

and despatched, as the case may be.


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Appendix 1

Change Request Form

CR NO.: TITLE: TYPE OF CHANGE:

PROJECT: REQUIRED BY DATE:

ACTION: NAME: DATE:

RAISED BY:

AREA(S) IMPACTED (OPTIONAL FIELD):

ASSIGNED FOR IMPACT ASSESSMENT BY:

ASSIGNED FOR IMPACT ASSESSMENT TO:

SUPPLIER REFERENCE NO.:

FULL DESCRIPTION OF REQUESTED CONTRACT CHANGE:

DETAILS OF ANY PROPOSED ALTERNATIVE SCENARIOS:

REASONS FOR AND BENEFITS AND DISADVANTAGES OF REQUESTED CONTRACT CHANGE:

SIGNATURE OF REQUESTING CHANGE OWNER:

DATE OF REQUEST:


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Appendix 2

Impact Assessment Form

CR NO.: TITLE: DATE RAISED:

PROJECT: REQUIRED BY DATE:

DETAILED DESCRIPTION OF CONTRACT CHANGE FOR WHICH IMPACT ASSESSMENT IS BEING

PREPARED AND DETAILS OF ANY RELATED CONTRACT CHANGES:

PROPOSED ADJUSTMENT TO THE CHARGES RESULTING FROM THE CONTRACT CHANGE:

DETAILS OF PROPOSED ONE-OFF ADDITIONAL CHARGES AND MEANS FOR DETERMINING THESE (E.G.

FIXED PRICE OR COST-PLUS BASIS):

DETAILS OF ANY PROPOSED CONTRACT AMENDMENTS:

DETAILS OF ANY SERVICE LEVELS AFFECTED:

DETAILS OF ANY OPERATIONAL SERVICE IMPACT:

DETAILS OF ANY INTERFACES AFFECTED:

DETAILED RISK ASSESSMENT:

RECOMMENDATIONS:


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Appendix 3

Change Authorisation Note

CR NO.: TITLE: DATE RAISED:

PROJECT: TYPE OF CHANGE: REQUIRED BY DATE:

[KEY MILESTONE DATE: [if any] ]

DETAILED DESCRIPTION OF CONTRACT CHANGE FOR WHICH IMPACT ASSESSMENT IS BEING

PREPARED AND DETAILS OF ANY RELATED CONTRACT CHANGES:

PROPOSED ADJUSTMENT TO THE CHARGES RESULTING FROM THE CONTRACT CHANGE:

DETAILS OF PROPOSED ONE-OFF ADDITIONAL CHARGES AND MEANS FOR DETERMINING THESE (E.G.

FIXED PRICE OR COST-PLUS BASIS):

SIGNED ON BEHALF OF THE GOVERNMENT:

SIGNED ON BEHALF OF THE CONCESSIONAIRE:

Signature:_____________________

Signature:_____________________

Name:________________________

Name:________________________

Position:______________________

Position:______________________

Date:________________________

Date:_________________________


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SCHEDULE 15 INSURANCE REQUIREMENTS



Joint Insured means one of the insured in a type of insurance policy covering more than

one insured;

Required Insurances means the policies of insurance listed in this schedule (Insurance

Requirements).

INSURANCE COVENANTS

The Concessionaire:

shall maintain the Required Insurances in full force and effect at all times from the Effective Date

until the date which is twelve (12) months following the end of the Term;

shall not cancel the Insurances or make any material change thereto without the express

written consent of the Government; and

may change the insurers with whom the Insurances are held on annual basis, upon notice to

the Government at least fifteen (15) Working Days prior to any such change. In the event

that such a change results in revisions to the terms or cover, the Government’s consent will

be required before the change can be implemented.

The Insurances shall be maintained on terms that are as favourable to those generally available to a

prudent Concessionaire in respect of risks insured in the international insurance market in

accordance with Good Industry Practice.

The Insurances shall be maintained with a reputable insurance company.

The Concessionaire shall procure, at no cost to the Government, in respect of each of the public

liability, and product liability Insurances that:

each such Insurance shall be extended automatically to indemnify the Government as Joint

Insured; and

provided that the Government shall as though it were the insured under the Insurances,

observe, fulfil and be subject to the terms, exclusions, conditions and endorsements of the

Insurances so far as they can apply.

The Concessionaire shall procure that nothing is done which would entitle the relevant insurer to

cancel, rescind or suspend any Insurance or cover, or to treat any Insurance, cover or claim as

avoided in whole or part. The Concessionaire shall use reasonable endeavours to notify the

Government as soon as practicable when it becomes aware of any relevant fact, circumstance or

matter which has caused, or is reasonably likely to provide grounds to, the relevant insurer to give

notice to cancel, rescind, suspend or avoid any Insurance, or any cover or claim under any Insurance


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in whole or in part.

The Government may purchase (if possible) any of the Insurances which the Concessionaire has

failed to maintain in full force and effect pursuant to this Agreement. The Government may recover

the premium and other costs incurred in doing so as a debt due from the Concessionaire.

On request from the Government, the Concessionaire shall, not more than ten (10) Working Days

after the Effective Date, and within fifteen (15) Working Days after the renewal of every Insurance,

forward a letter from its insurance brokers who arranged the Insurances, confirming that all the

Required Insurances are in place, or have been renewed by the Concessionaire, as may be

applicable.

The Government may from time to time submit a request in writing to the Concessionaire,

demanding evidence of the existence of all Insurances, copies of all policy terms, and evidence of the

timely payment of premiums, including a summary of the Insurances under which the Government is

named as a Joint Insured, and the Concessionaire shall provide all such evidence within ten (10)

Working Days of such written request.

REQUIRED INSURANCES

Class Minimum Sum Insured

Public Liability €[amount]

Employers Liability €[amount]

Professional Indemnity €[amount]

Product Liability €[amount]

Business Continuity €[amount]

Others €[amount]


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SCHEDULE 16 STANDARDS

The Concessionaire shall comply with the following standards as may be updated from time to time:

Technical

[to insert applicable Standards]

Business


Security


Environment


Quality



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SCHEDULE 17 PERFORMANCE GUARANTEE

The Chief Executive Officer In connection with the contract entered into between the Government and [Name and address of Concessionaire] referred to as 'the Concessionaire' as per the latter's tender dated [date] and your contract (Ref [number]) of the [date] whereby the Concessionaire undertook to [scope of contract], we hereby guarantee to pay you on demand a maximum sum of (amount in words and figures) _____________________________________________________(€_______) in case the obligations under the above mentioned agreement are not duly performed by the Concessionaire. It is understood that this guarantee will become payable on your first demand and that it shall not be incumbent upon us to verify whether such demand is justified. For avoidance of doubt it is hereby declared that although this instrument gives rise to legal relations between the Government and the Concessionaire, it is hereby specifically declared for all intents and purposes of law that this guarantee does not exempt the above mentioned Concessionaire from any obligations, acts of performance or undertakings assumed under the tender documents as ratified in the Contract. Any payments due to the Concessionaire in respect of the obligations entered into under the Contract above referred to shall be made through this Bank. This guarantee shall be valid for the duration of the Contract and shall expire on the _______________________ and unless it is extended by us or returned to us for cancellation before that date any demand made by you for payment must be received in writing not later than the aforementioned expiry date. This document shall be returned to us for cancellation on utilisation or expiry or in the event of the guarantee being no longer required. ______________________________ _____________________________ (Local Bank) Manager Accountant I accept in their entirety the conditions set out above. ____________________ Concessionaire


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SCHEDULE 18 EXIT PLAN



1. Definitions

Assets all assets and rights required to provide any of the Services in

accordance with this Agreement including without limitation the

Concessionaire's equipment but excluding the Government's Assets

Assets Register means the register of Assets, Sub-contracts and other relevant

agreements to be created and maintained by the Concessionaire

throughout the Term pursuant to paragraph 3.1 of this schedule;

Business Process Manual means a manual setting out a detailed definition of all the business

processes supported by the Services;

Exclusive Assets means those Assets which are used exclusively in the provision of

the Services;

Exit Manager means the person appointed by each party pursuant to this

schedule for managing the parties' respective obligations under this

schedule;

Exit Plan means the plan produced and updated by the Concessionaire during

the Term in accordance with paragraph 5 of this schedule;

Non-Exclusive Assets means those Assets (if any) which are used by the Concessionaire in

the provision of the Services but which are also used by the

Concessionaire for other purposes;

Exit means any termination of this Agreement which occurs: (i) pursuant

to clause 50 (Termination Rights) where the period of notice given

by the party serving notice to terminate pursuant to such clause is

greater than or equal to six (6) months; or (ii) as a result of the

expiry of this Agreement;

Registers has the meaning set out in paragraph 3.1 of this schedule;

Termination Assistance

Notice

has the meaning set out in paragraph 7.1 of this schedule;

Termination Assistance

Period

means the period specified in the Termination Assistance Notice in

which the Concessionaire shall provide the Termination Services as

may be extended pursuant to paragraph 7.2 of this schedule;

Termination Services means the services and activities to be performed by the

Concessionaire pursuant to the Exit Plan, including those activities

listed in paragraph 7.6 of this schedule and any other services


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required pursuant to the Termination Assistance Notice;

Transferring Contracts shall have the meaning set out in paragraph 9.2 of this schedule.

2. Overview

2.1 The Concessionaire is required to ensure the orderly transition of the Services from the

Concessionaire to the Government and/or any Replacement Concessionaire in the event of

termination (including partial termination) or expiry of this Agreement. This schedule sets out the

principles of the exit and service transfer arrangements that are intended to achieve such orderly

transition and which shall form the basis of the Exit Plan. For the avoidance of doubt, the

Concessionaire shall be responsible for the overall management of the exit and service transfer

arrangements.

3. Contract Life Obligations

3.1 During the Term the Concessionaire shall maintain:

a register of all of the Assets, detailing their ownership and status as either Exclusive Assets

or Non-Exclusive Assets and detailing all Sub-contracts and other relevant agreements

(including relevant software licences, maintenance and support agreements and equipment

rental and lease agreements) required for the performance of the Services;

a document detailing the technical infrastructure of the Concessionaire System through

which the Concessionaire provides the Services. This document should be of sufficient detail

to permit the Government and/or Replacement Concessionaire to understand how the

Concessionaire provides the Services and to enable the smooth transition of the Services

with the minimum of disruption,

(collectively the "Registers"). The Concessionaire shall maintain the Registers in such format as is

agreed between the parties and shall update the Registers from time to time and in particular in the

event that Assets, Sub-contracts or other relevant agreements are added to or removed from the

Services.

3.2 The Concessionaire shall ensure that all Exclusive Assets listed in the Registers are clearly

marked to identify that they are exclusively used for the provision of the Services under this

Agreement.

3.3 The Concessionaire shall (unless otherwise agreed by the Government in writing) procure

that all Sub-contracts and other agreements with third parties, which are necessary to enable the

Government and/or any Replacement Concessionaire to perform the Services in accordance with

this Agreement, shall be assignable and/or capable of novation at the request of the Government, to

the Government (and/or its nominee) and/or any Replacement Concessionaire upon the

Concessionaire ceasing to provide the Services (or part of them), without restriction (including any

need to obtain any consent or approval) or payment by the Government.

3.5 Each party will appoint an Exit Manager and provide written notification of such


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appointment to the other party within three (3) months of the Effective Date. The Concessionaire's

Exit Manager will be responsible for ensuring that the Concessionaire and its employees, agents and

Sub-Contractors comply with this schedule. The Concessionaire shall ensure that its Exit Manager

has the requisite authority to arrange and procure any resources of the Concessionaire as are

reasonably necessary to enable the Concessionaire to comply with the requirements set out in this

schedule. The parties' Exit Managers will liaise with one another in relation to all issues relevant to

the termination of this Agreement and all matters connected with this schedule and the parties’

compliance.

4. Obligations to Assist on Re-Tendering of Services

4.1 Subject to paragraph 4.2 of this schedule, on reasonable notice, the Concessionaire shall

provide, inter alia, to the Government and/or, (subject to the reasonable confidentiality

undertakings), to its potential Replacement Concessionaire, the following material and information

in order to facilitate the preparation by the Government of any invitation to tender and/or to

facilitate any potential Replacement Concessionaire undertaking due diligence:

details of the Concessionaire System;

details of the Assets (including make, model and asset number) and of the Net Book Value of

such Assets and details of their condition and physical location;

details of and information relating to the use of the Assets (including technical

specifications);

an inventory of Government Data in the Concessionaire's possession or control;

a copy of the Registers, updated by the Concessionaire up to the date of delivery of such

Registers.

4.2 The Concessionaire shall not be required to comply with the provisions of paragraph 3.1

before service of a notice to terminate this Agreement or in the period which is more than six (6)

months before the expiry of the Agreement.

5. Exit Plan

5.2 The Exit Plan will contain, as a minimum:

the management structure to be employed during both transfer and cessation of the

Services in an Exit; and

a detailed description of both the transfer and cessation processes, including a timetable,

applicable in the case of an Exit.

5.3 In addition, the Exit Plan shall:

document how the Services will transfer to the Replacement Concessionaire and/or the

Government, including details of the processes, documentation, data transfer, systems

migration, security and the segregation of the Government’s technology components from

any technology components operated by the Concessionaire or its Sub-Contractors (where


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applicable);

specify the scope of the Termination Services that may be required for the benefit of the

Government (including such of the services set out in paragraph 7.6 below as are applicable)

and detailing how such services would be provided (if required), during the Termination

Assistance Period;

where applicable, set out procedures to deal with requests made by the Government and/or

a Replacement Concessionaire for employment related information pursuant to Clause

28.21 of the main Agreement (Employment Provisions Relating to Termination) ;

address each of the issues set out in this schedule to facilitate the transition of the Services

from the Concessionaire to the Replacement Concessionaire and/or the Government with

the aim of ensuring that there is no disruption to or degradation of the Services during the

Termination Assistance Period;

provide a timetable and identify critical issues for providing the Termination Services; and

set out the management structure to be put in place and employed during the Termination

Assistance Period.

5.4 The Concessionaire shall review and (if appropriate) update the Exit Plan in the first month

of each Contract Year (commencing with the Third Contract Year) to reflect changes in the Services.

Following such update the Concessionaire will submit the revised Exit Plan to the Government for

review. Within thirty (30) days following submission of the revised Exit Plan, the parties shall meet

and use reasonable endeavours to agree the contents of the revised Exit Plan, based on the

principles set out in this schedule and the changes that have occurred in the Services since the Exit

Plan was last agreed. If the parties are unable to agree the contents of the revised Exit Plan within

that thirty (30) day period, such dispute shall be resolved in accordance with the Dispute Resolutio n

Procedure.

6. Termination Services

General

6.1 During the Termination Assistance Period or such shorter period as the Government may

require, the Concessionaire will continue to provide the Services and will, at the request of the

Government pursuant to paragraph 7.3, provide the Termination Services.

6.2 The costs of providing Termination Services shall be as agreed between the parties not less

than six (6) months prior to the end of the Term or within one (1) month of the announcement of

contract termination.

6.3 During the Termination Assistance Period, the Concessionaire shall, in addition to providing

the Services and the Termination Services, provide to the Government any reasonable assistance

requested by the Government to allow the Services to continue without interruption following the

termination or expiry of this Agreement and to facilitate the orderly transfer of responsibility for and

conduct of the Services to the Government and/or its Replacement Concessionaire. The

Concessionaire will use all reasonable endeavours to reallocate resources to provide these services


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without additional costs. However, if this is not possible, any additional costs incurred by the

Concessionaire in providing such reasonable assistance which is not already in the scope of the

Termination Services or the Exit Plan will be subject to the Change Control Procedure, discussion and

agreement (which will not be unreasonably withheld or delayed by either party).

6.4 During the Termination Assistance Period, the Services and the Termination Services will be

provided at no detriment to the Service Levels, save to the extent that the parties agree otherwise in

accordance with paragraph 6.5.

6.5 Where the Concessionaire demonstrates to the Government’s reasonable satisfaction that

transition of the Services and provision of the Termination Services during the Termination

Assistance Period will have a material, unavoidable adverse effect on the Concessionaire's ability to

meet one or more particular Service Levels, the parties shal l vary the relevant Service Level(s) and/or

the applicable Service Credits to take account of such adverse effect.

6.6 At the Government’s request and on reasonable notice, the Concessionaire will deliver up-

to-date Registers to the Government.

6.7 The parties acknowledge that the migration of the Services from the Concessionaire to the

Government and/or its Replacement Concessionaire may be phased, such that certain of the

Services are handed over before others.

6.8 Within thirty (30) days after service of notice of termination by either party, or and no less

than six (6) months prior to the expiry of this Agreement, as may be applicable, the Concessionaire

will submit for the Government’s approval the Exit Plan in a final form that could be implemented

immediately.

6.9 The parties will meet and use their respective reasonable endeavours to agree the contents

of the final form Exit Plan. If the parties are unable to agree the contents of the Exit Plan within

thirty (30) days following its delivery to the Government, then such dispute shall be resolved in

accordance with the Dispute Resolution Procedure. Until the agreement of the final form of the Exit

Plan, the Concessionaire will provide the Termination Services in accordance with the principles set

out in this schedule and the last approved version of the Exit Plan (insofar as this still applies).

7. Notification of Requirements for Termination Services

7.1 The Government shall be entitled to require the provision of Termination Services by

notifying the Concessionaire in writing ("Termination Assistance Notice") at least three (3) months

prior to the date of termination or expiry of this Agreement or not later than one (1) month

following the service of any notice to terminate. The Termination Assistance Notice shall specify the:

date from which Termination Services are required which shall be no earlier than twelve (12)

months prior to expiry of this Agreement or from the service by either party of any notice to

terminate, as the case may be;

the nature of the Termination Services required; and

the period during which it is anticipated that Termination Services will be required which

shall continue no longer than twelve (12) months after the date that the Concessionaire


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ceases to provide the Services.

7.2 The Government shall have the right to terminate its requirement for Termination Services

by serving not less than twenty (20) Working Days' written notice upon the Concessionaire to such

effect.

Termination Obligations

7.3 The Concessionaire shall comply with all of its obligations contained in the Exit Plan and

shall, upon termination or expiry of this Agreement, provide to the Government an up-to-date

Business Process Manual.

7.4 At the end of the Termination Assistance Period (or earlier if this does not adversely affect

the Concessionaire's performance of the Services and the Termination Services and its compliance

with the other provisions of this schedule):

the Concessionaire shall erase from any computers, storage devices and storage media that

are to be retained by the Concessionaire after the end of the Termination Assistance Period

any software containing any Government Data;

the Concessionaire shall return to the Government such of the following as is in the

Concessionaire's possession or control:

o all copies of the Government Software and any other software licensed by the

Government to the Concessionaire under this Agreement;

o all materials created by the Concessionaire under this Agreement, the IPRs in which

are owned by the Government;

o any parts of the ICT Environment and any other equipment which belongs to the

Government; and

o any items that have been charged to the Government, such as consumables;

the Concessionaire shall transfer all Government Data (in complete, uncorrupted form) in its

possession or control to the Government save to the extent (and for the limited period) that

such data is required for the purposes of providing any services to the Government under

this schedule or the Exit Plan;

the Concessionaire shall vacate any Government Premises;

each party shall return to the other party all Confidential Information of the other party and

will certify that it does not retain the other party's Confidential Information save to the

extent (and for the limited period) that such information needs to be retained by the party

in question for the purposes of providing or receiving any Services or Termination Services.

7.5 Except where this Agreement provides otherwise, all licences, leases and authorisations

granted by the Government to the Concessionaire in relation to the Services shall be terminated

with effect from the end of the Termination Assistance Period.


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Scope of the Termination Services

7.6 The Termination Services to be provided by the Concessionaire shall include (without

limitation) such of the following services as the Government may specify:

notifying the Sub-Concessionaires of procedures to be followed during the Termination

Assistance Period and providing management to ensure these procedures are followed;

providing assistance and expertise as necessary to examine all operational and business

processes (including all supporting documentation) in place and re -writing and

implementing processes and procedures such that they are appropriate for use by the

Government and/or Replacement Concessionaire after the end of the Termination

Assistance Period;

delivering to the Government the existing systems support profiles, monitoring or system

logs, problem tracking/resolution documentation and status reports;

providing details of work volumes and staffing requirements over the twelve (12) month

period immediately prior to the commencement of the Termination Services;

with respect to work in progress as at the end of the Termination Assistance Period,

documenting the current status and stabilising for continuity during transition;

providing the Government with any problem logs which have not previously been provided

to the Government;

providing assistance and expertise as necessary to examine all governance and reports in

place for the provision of the Services and re-writing and implementing these during and for

a period of twelve (12) months after the Termination Assistance Period;

providing assistance and expertise as necessary to examine all relevant roles and

responsibilities in place for the provision of the Services and re-writing and implementing

these such that they are appropriate for the continuation of the Services after the


reviewing all Software libraries used in connection with the Services and providing details of

these to the Government and/or its Replacement Concessionaire;

making available to the Government and/or the Replacement Concessionaire expertise to

analyse training requirements and provide all necessary training for the use of tools by such

staff as are nominated by the Government (acting reasonably) at the time of termination or

expiry. A documented plan is to be separately provided for this activity and agreed with the

Government at the time of termination or expiry;

generating a computer listing of the Source Code of [source codes required on

expiry/termination] in a form and on media reasonably requested by the Government;

agreeing with the Government a handover plan for all of the Concessionaire’s

responsibilities as set out in the Security Plan. The Concessionaire will co-operate fully in the


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execution of the agreed plan, providing skills and expertise of a suitable standard;

assisting in the execution of a parallel operation until the effective date of expiry or

termination of this Agreement;

in respect of the maintenance and support of the Concessionaire System, providing historical

performance data for the previous six (6) months;

assisting in the execution of a parallel operation of the maintenance and support of the

Concessionaire System until the end of the Termination Assistance Period or as otherwise

specified by the Government (provided that these Services end on a date no later than the

end of the Termination Assistance Period);

the provision of an information pack listing and describing the Services for use by the

Government in the procurement of the Replacement Services;

answering all reasonable questions from the Government and/or its Replacement

Concessionaire regarding the Services;

the provision of access to the Government and/or the Replacement Concessionaire during

the Termination Assistance Period:

to information and documentation relating to the Services that is in the possession or

control of the Concessionaire or its Sub-Concessionaires (and the Concessionaire agrees and

shall procure that its Sub-Concessionaires do not destroy or dispose of that information

within this period) including the right to take reasonable copies of that material; and

following reasonable notice and during the Concessionaire's normal business hours, to

members of the Concessionaire Personnel who have been involved in the provision or

management of the Services and who are still employed or engaged by the Concessionaire

or its Sub-Concessionaires.

Disputes Relating to Termination Services

7.7 Where there is any dispute between the parties regarding the manner in which the

Termination Services are to be performed, such dispute shall be resolved in accordance with the

Dispute Resolution Procedure.

8. Knowledge Transfer

8.1 During the Termination Assistance Period, the Concessionaire shall:

transfer all training material and provide appropriate training to those Government and/or

Replacement Concessionaire staff responsible for internal training in connection with the


provide for the transfer to the Government and/or the Replacement Concessionaire of all

knowledge reasonably required for the provision of the Services which may, as appropriate,

include information, records and documents; and


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provide the Government and/or Replacement Concessionaire with access to such members

of the Concessionaire's or its Sub-Contractors' personnel as have been involved in the

design, development, provision or management of the Services and who are still employed

or engaged by the Concessionaire or its Sub-Contractors.

8.2 To facilitate the transfer of knowledge from the Concessionaire to the Government and/or

its Replacement Concessionaire, the Concessionaire shall provide a detailed explanation of the

procedures and operations used to provide the Services, the change management process and other

standards and procedures to the operations personnel of the Government and/or the Replacement

Concessionaire.

8.3 The information which the Concessionaire shall provide to the Government and/or its

Replacement Concessionaire pursuant to paragraph 8.1 above will include:

copies of up-to-date procedures and operations manuals;

product information;

agreements with third party suppliers of goods and services which are to be transferred to

the Government;

key support contact details for third party supplier personnel under contracts which are to

be assigned or novated to the Government pursuant to this schedule;

information regarding any unresolved faults in progress at the commencement of the

Termination Assistance Period as well as those expected to be in progress at the end of the


details of physical and logical security processes and tools which will be available to the

Government; and

any relevant interface information.

8.4 During the Termination Assistance Period the Concessionaire shall grant any agent or

personnel (including employees, consultants and Concessionaires) of the Replacement

Concessionaire and/or the Government access, during business hours and upon reasonable prior

written notice, to any Sites for the purpose of effecting a prompt knowledge transfer provided that:

any such agent or personnel (including employees, consultants and Concessionaires) having

access to any Sites under this paragraph shall sign a confidentiality undertaking in favour of

the Concessionaire (in such form as the Concessionaire shall reasonably require); and

the Government and/or the Replacement Concessionaire shall pay the reasonable, proven

and proper costs of the Concessionaire incurred in facilitating such access.

9. Assets, Sub-Contracts and Software

9.1 Following notice of termination of this Agreement and during the Termination Assistance

Period, the Concessionaire shall not, without the Government’s prior written consent:


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terminate, enter into or vary any Sub-contract;

(subject to normal maintenance requirements) make material modifications to, or dispose

of, any existing Assets or acquire any new Assets; or

terminate, enter into or vary any licence for software in connection with the Services.

9.2 Within thirty (30) days of receipt of the up-to-date Registers provided by the Concessionaire

pursuant to paragraph 6.6 above, the Government will provide written notice to the Concessionaire

setting out:

which Assets the Government requires to be transferred to the Government and/or its

Replacement Concessionaire; and

which Sub-contracts and other agreements specified in paragraph 3.3 above the

Government requires to be assigned or novated to the Government and/or its Replacement

Concessionaire (the "Transferring Contracts"),

in order for the Government and/or its Replacement Concessionaire to provide the Services at the

expiry of the Termination Assistance Period. Where requested by the Government and/or its

Replacement Concessionaire, the Concessionaire will provide all reasonable assistance to the

Government and/or its Replacement Concessionaire to enable it to determine which Assets and

Transferring Contracts the Government and/or its Replacement Concessionaire requires in order to

provide the Services.

9.3 With effect from the expiry of the Termination Assistance Period, the Concessionaire shall

assign to the Government (and/or its nominated Replacement Concessionaire), free from all liens,

charges, options, encumbrances and third party rights, title to and all rights and interests in those

Exclusive Assets identified by the Government pursuant to paragraph 9.2 above. Such Exclusive

Assets will be acquired by the Government for a consideration equal to their Net Book Value.

9.4 In respect of those Non-Exclusive Assets that the Government has identified pursuant to

paragraph 9.2, the Concessionaire will either (at the Government’s option, acting reasonably):

sell such Assets to the Government and/or its Replacement Concessionaire at an agreed

price; or

offer or procure for the Government and/or its Replacement Concessionaire the use, rental

or licensing of such assets (as appropriate) in each case for such period of time and on such

commercial and other terms as may be agreed between the parties, acting reasonably.

9.5 The Concessionaire shall assign or procure the novation to the Government of the

Transferring Contracts. The Concessionaire shall execute such documents and provide such other

assistance as the Government reasonably requires to effect this novation or assignment.

9.6 The Government shall:

accept assignments from the Concessionaire or join with the Concessionaire in procuring a

novation of each Transferring Contract;


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once a Transferring Contract is novated or assigned to the Government and/or the

Replacement Concessionaire, carry out, perform and discharge all the obligations and

liabilities created by or arising under that Transferring Contract and exercise its rights arising

under that Transferring Contract, or as applicable, procure that a Replacement

Concessionaire does the same.

9.7 The Concessionaire shall indemnify the Government (and/or the Replacement

Concessionaire, as applicable) against each loss, liability and cost arising out of any claims made by a

counterparty to a Sub-contract which is assigned or novated to the Government (and/or

Replacement Concessionaire) pursuant to paragraph 9.5 above in relation to any matters arising

prior to the date of assignment or novation of such Sub-contract.

10. Concessionaire Personnel

10.1 The Government and Concessionaire agree and acknowledge that in the event of the

Concessionaire ceasing to provide the Services or part of them for any reason, Clause 28.8 of the

main Agreement (Employment Provisions Relating to Termination) will apply.

11. Charges and Apportionments

11.1 During the Termination Assistance Period (or for such shorter period as the Government

may require the Concessionaire to provide the Termination Services), the Government shall pay the

Charges to the Concessionaire in respect of the Termination Services, such Charges to be calculated

in accordance with Schedule 9 (Charges and Invoicing).

11.2 All outgoings and expenses (including any remuneration due) and all rents, royalties and

other periodical payments receivable in respect of the Assets and Sub-contracts transferred to the

Government and/or the Replacement Concessionaire pursuant to paragraph 9 above shall be

apportioned between the Government and the Concessionaire and/or the Replacement

Concessionaire and the Concessionaire, as applicable.


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SCHEDULE 19 SERVICE LEVELES AND KPIS

[The Concessionaire’s performance throughout the duration of this Agreement shall be measured against Key Performance Indicators (“KPIs”) which shall be based on the key elements as set out hereunder. The KPI process is a whole life Project process of evaluating project key performance indicators throughout the duration of the Agreement. Accordingly, KPIs shall be subject to periodic review as set out in clause 17 of the Agreement] Service Level/KPI Elements:

Cumulative inventory losses (in terms of value) shall be no more than 0.5 %

Initial target of medical errors’ rate at administration shall be not more than 0.5 %1

Correct dispensing in at least 99.9 % of all cases

Preventable Adverse Drug Events (pADE) shall be reduced to a target rate not exceeding 4 %2

Financial savings equal to the cost

Reduction in consumption of medical products with a target of 17 administrations per bed night with a longer term target of 12

Stock outs in stores, pharmacy, surgery and wards less than or equal to 5 at any point in time

Compliance to response times as proposed in Schedule 6

Number of IT support calls – target to be established periodically between the parties

Automation system up-time shall be at least equal to or better than 99.9 %

Software up-time shall be at least equal to or better than 99.9 %

Turn-around time for dispensing urgent / ad hoc requests shall be less than or equal to 3.5 minutes from approval by the pharmacists

Timely receipt of prescribed medicines in wards – delays not to exceed 10 minutes of scheduled time

Timely receipt of reports – Delays do not exceed 2 working days. No more than 12 instances of delays per year

Top-up regime submitted at Tender stage complied with. No more than 12 instances where top up was not performed on schedule per year

1 rate will then be improved to further reflect world-class performance

2 rate will be periodically aligned with internationally accepted norms at the time


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Reduction in number of Medical Products held in the ward3

Reduction in missed doses due to medicine not available on wards4

[Proposed Tables]

[The KPIs which the Parties have agreed shall be used to measure the objectives of the Project by the Concessionaire are contained in the below Table.]

KPI Description

Method of calculating service delivery/ measurement period

Target KPI

KPI category

[NUMBER]%

[NUMBER]%

[NUMBER]%

[The Service Levels which the Parties have agreed shall be used to measure the performance of the Services by the Concessionaire are contained in the below Table.]

3 target to be established periodically between the parties

4 target to be established periodically between the parties

Problem/Incident Severity

Problem/Incident description

Response Time Restoration Time Target Resolution Time

Critical (Priority 1)

Distribution of medical products is delayed.

5 minutes 1 hour 4 hours

High (Priority 2)

Distribution of medical products is delayed.

10 minutes 2 hours 6 hours

Normal (Priority 3)

No impact on distribution of medical products if the problem is solved within 2 – 3 days

1 day 1 day 5 days


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Low (Priority 4)

No impact on distribution of medical products independently of problem duration.

2 days 1 week 2 weeks


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SCHEDULE 20 SAVINGS MODEL

[To Insert after validation]