Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698136529984.pdf (Malta)
IT-TLETTAX-IL LEĠIŻLATURA P.L.

372 Dokument imqiegħed fuq il-Mejda tal-Kamra tad-Deputati fis-Seduta Numru 248 tal-10 ta’ Lulju 2019 mid-Deputat Prim Ministru u Ministru għas-Saħħa.
___________________________ Raymond Scicluna Skrivan tal-Kamra ANNEX VI -CONCESSION AGREEMENT Contract Ref No: MEDE/MPU/020/2018 For the Rehabilitation, Operation, Management and Transfer back of an International School in Mtarfa BETWEEN Ministry for Education and Employment AND Haileybury Malta Limited (C92011) --------------~--------- Page 1 of 27 THIS AGREEMENT IS MADE THIS THE ) Day of 2019 "Agreement" BETWEEN: MINISTRY FOR EDUCATION AND EMPLOYMENT, a ministry established by law, with its offices situated at Great Seige Road, Floriana VLT 2000, represented hereon by its _Permanent Secretary ________ , _Dr Francis Fabri , duly authorized for the purpose by virtue of the Minister's Resolution hereto attached as Schedule 1 (hereinafter referred to as "MEDE" ) AND Haileybury Malta Limited, a private limited liability company, bearing registration number 'C' nine two zero one one (C 92011 ), having its registered office at 'The Cube', Building letters 'L' 'S' number three (LS3), Malta Life Sciences Park, Digital Hub, San Gwann, Malta, as duly authorised by virtue of a Board Resolution hereto attached as Schedule 2 (hereinafter referred to as the "Concessionaire") of the second part; (hereinafter collectively referred to as the "Parties").
PREAMBLE WHEREAS: 1.

The site was used as a school by MEDE and part of it is being used and shall continue to be used by the following: i. ii.

Mtarfa Drama Group SportMalta 2.

MEDE desires to entrust the operation and management of the site, the rehabilitation including the and maintenance thereof, to the Concessionaire.

3.
3.

For this purpose, MEDE has issued a public "Request for Proposals for the Award of a concession for the Rehabilitation, Operation, Management and Transfer back of an International School in Mtarfa" dated Friday 13"' April 2018 (hereinafter referred to as "RFP").

4.
4.

By.Contract Award Notice- dated 15"' January 2019 the Concessionaire was informed by MEDE that it had been identified as the Sucessful Tenderer (as defined in the RFP) in respect of the International School and was invited to commence negotiations for the purpose of entering into this Agreement with MEDE and also entering into an Emphyteutical Deed with the Lands Authority.

5.
5.

The parties desire to regulate the relations between them in respect of the rehabiliation, operation, management, and hand back of an international school in Mtarfa in accordance with the terms and conditions set out in this Agreement.

OBJECTIVES Page 2 of 27 1.

Following the completion of the RFP process and the award of the Concession, the Concessionaire shall be responsible for: a.
The provision of a co-educational comprehensive school catering for Compulsory Education (as defined in the Education Act (Cap.

327 of the Laws of Malta) and, or any other legislation regulating compulsory education.

b.
b.

The provision of a comprehensive, International or International-Type Curriculum leading to recognised qualifications/certification, such as the International Baccalaureate or the European Baccalaureate, to be adequately delivered at the School throughout all Compulsory Schooling; c. To offer a minimum of five percent (5%) of the student placements available at this International School as scholarships to students through a scheme administered by the MEDE at no cost to GoM or the students.
NOW THEREFORE IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS: 1.

Definitions and Interpretation 1.
1 Unless expressly stated otherwise or the context otherwise requires, the following words and expressions in this Agreement shall have the following meanings respectivelty:- 'Adjacent Areas' means any land and/or property, movable or immovable, outside the area of the Mtarfa International School indicated in the site plan marked as Schedule 3 adjoining to or in the neighborhood of the Mtarfa International School (but not forming part of the Mtarfa International School) and each and every part thereof including all roads, footpaths, walls, fences, street furniture, lighting, buildings, structures and other erections, all Conduits, services and all other apparatus on under or within such land and/or property and including (as applicable) any public parking facilities and/or public gardens situated adjacent to the Mtarfa International School (but not forming part of the Mtarfa International School); 'Authority' means any local, regional, national, international, European Union or supranational government, government, government department, court, authority, directorate, agency or other body with legislative, administrative, judicial, supervisory or regulatory functions or powers, having any form of competence or jurisdiction in or affecting Malta; 'Business Days' means any day other than a Saturday, Sunday or public holiday in Malta; 'Completion Date' means the date on which the initial Investment Plan is completed as determined in accordance with the Proposal submitted by the Concessionaire; 'Concession' means the rights and obligations of the Concessionaire to operate and manage, rehabilitate, maintain and hand back the Mtarfa International School to MEDE as regulated by this Agreement; 'Concession Fee' means the fee payable by the Concessionaire to MEDE as determined in accordance with the Proposal submitted by the Concessionaire; 'Concession Period' means the period of time commencing on the Effective Date and ending on the Expiry Date or on the Termination Date, as the case may be; Page 3 of 27 'Concession
 Year' means the period of twelve (12) calendar months from the Effective Date (which shall be the 'first Concession Year') and each successive period of twelve (12) calendar months after the end of the first Concession Year and ending on the date of the end of the Concession Period; 'Concessionaire's Assets' means any assets and rights (including any contracts) from time to time owned, leased or otherwise used by the Concessionaire for the purpose of the Concession, including any equipment, installations and materials located in the Mtarfa International School; 'Concessionaire' means an economic operator which has been awarded a Concession as stipulated in Concession Contracts Regulations, Article 2 of Subsidiary Legislation 174.10 of the Laws of Malta.
'Concessionaire's Proposals' means the Concessionaire's plans and proposals submitted in response to the RFP; 'Confidential Information' means any information in relation to the relevant Party's business, affairs or functions, which is obtained from either Party to the Agreement, either in writing or orally or in a visual or electronic form (including without limitation, in a magnetic or digital form) and whether or not directly or indirectly from, or pursuant to discussions with the Parties or any of their advisors; including the RFP and any other documents attached to it, the documents provided in the course of conducting due diligence and all documents and other information that contains, reflects or is generated from any Confidential Information; 'Confidentiality Agreement' means the confidentiality agreement entered into on ___ _ _ between RFP as set out in Schedule 5; as Proponent (as defined in the RFP) and MEDE in terms of the 'Design Data' means all drawings, reports, documents, plans, software, formulae, calculations, and other data relating to the design, construction, repair and maintenance, testing or operation of the Mtarfa International School and the Concessionaire's Assets; 'Department of Contracts' refers to the Department as established under the Public Procurement Regulations; S.L.
174.04; 'Effective Date' means the date of coming into force of this Agreement, namely, ___ _ 'Emphy):eutical Deed' means the deed of emphyteusis entered into concurrently between the Concessionaire and the Lands Authority and regulated the terms and conditions of use; 'Encumbrance' means any mortgage, charge, easement, hypothec, privilege, pledge, lien, option, right of pre-emption, right of retention of title, collateral arrangement or any other form of security interest, burden or restriction of whatsoever nature, or any obligation (including and conditional obligation) to create any of the same; 'Environment' has the same meaning as set out in Article 2 of the Environment Protection Act, Chapter 435 of the Laws of Malta; 'Execution Date' means the date on which this Agreement was signed and executed by the Parties on the day and year first written above; 'Expiry Date' means the date falling forty (40) years from the Execution Date; 'Force Majeure' means any event the occurrence of which is beyond the reasonable control of the Parties including but not limited to fire, flood, earthquake, windstorm or other natural Page4 of27 disaster; nuclear, chemical or biological contamination unless the source or cause of the contamination is as a result of the acts or omissions of the Concessionaire; pressure waves caused by devices travelling at supersonic speeds; an act of any sovereign including but not limited to war, invasion, act of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation (except for confiscation of goods or other assets resulting from the exercise of the Law including customs and importation duties and laws concerning dangerous goods or illegal weapons including items which may be used to build weapons of mass destructions), nationalization, requisition, destruction, or damage to property by or under the order of any government or public or local authority or imposition of government sanction, embargo or
 similar action (except as a result of the acts or omissions of MEDE); any law, judgement, order, decree, embargo, blockade, labour dispute including but not limited to strike, lockout or boycott (except as a result of the direct or indirect acts or omissions of the Concessionaire); any interruption or failure of utility services including but not limited to electric power, water or telephone service (except as a result of the direct or indirect acts or omissions of the Concessionaire); 'Government' means the Government of the Republic of Malta, including any Ministry, department, authority, directorate, agency or body or representative of the Government of Malta; 'Ground Rent' means a yearly fee payable to Lands Authority as established in the Financial Bid form to the RFP; 'Initial Investment' means the value of the Initial Investment Plan which the Concessionaire undertakes to carry out pursuant to the Concessionaire's Proposals and in accordance with this Agreement; 'Initial Investment Plan' means the investment plan which the Concessionaire undertakes to carry out as detailed in the Concessionaire's Proposals submitted in response to the RFP; 'International School' means a school that promotes international education, in an international environment, by adopting an internationally recognized curriculum; 'Lands Authority' means an Authority established by Chapter 563 of the Laws of Malta; a body having a distinct legal personality which body is capable of entering into contracts, acquiring, holding and disposing of any kind of property for the purposes of its functions, of suing and be sued, and of doing all such things and entering into all such transactions as are incidental or conducive to the exercise or performance of its functions.
'Law' means in relation to Malta, any acts of Parliament and subsidiary legislation, any delegated legislation, bye· laws rules or guidance issued by any authority including European Union Law; 'Performance Guarantee' means anyone or more unconditional and irrevocable bank guarantee Is payable on demand to MEDE on its first demand, attached in the original as Schedule 4; Permit means the authorization required by all competent authorities to allow works in order to rehabilitate, operate and eventually manage the Mtarfa International School.
'Request for Proposals (RFP)' means a document, in this case issued by MEDE to potential bidders to submit their proposal to operate an international school., 'School' means an institution the resource of which, both of persons and things, are ordained towards the promotion of the education and training of other persons through the dissemination of knowledge.

Page 5 of 27 'Servitude' refers to the definition established in article 400, of the Civil Code; Chapter 16 of the Laws of Malta.
'Site' means the present land as indicated in the Site Plan marked as Schedule 3 whereby the Mtarfa International School will eventually be operated and managed.

'Technical Committee' means a committee nominated by the Contracting Authority to closely monitor the project development and operation to make sure that the requirements set out in the RFP and those submitted in the Proposal by the Concessionaire are strictly adhered to, as referred to in the RFP.

2.
Representations and Warranties 2.1 The Concessionaire hereby declares, represents and warrants that: 2.1 .1 2.1.2 2.1.3 2.1 .4 2.2 2.3 2.4 it has full power and authority to enter into and perform this Agreement and all other documents to be executed by it pursuant to this Agreement which constitute or, when executed, will constitute obligations binding on the Concessionaire in accordance with their tenms; it has fully inspected and surveyed the site and is fully aware of the contents, present state of repair and condition and all other matters associated therewith which usually are disclosed during such inspection and a normal due diligence exercise; it has satisfied itself as to the site and the nature and extent of the assets, liabilities and risks related thereto; and it is in the process of obtaining all Penmits necessary to perfonm its obligations under this Agreement.
The Parties hereby expressly agree that the Government expressly exclude any liability for any apparent or latent defects or faults at the site.
The Parties hereby expressly agree and acknowledge that where a Permit is anticipated, expected ·Or required to be issued or given in respect of the Concession by or on behalf of an Authority, the Government and/ or MEDE, no guarantee is being given that the said Penmit will be issued or given as aforesaid nor do any of them make representation, warranty or guarantee as to the terms and conditions of such Permit.
The Parties hereby expressly agree and acknowledge that MEDE does not transfer or grant to the Concessionaire, under any title whatsoever, any real or personal rights over any land or buildings or any other property which is immovable either by its nature or by reason of the object to which it refers, as provided in Articles 308, 309 and 310 of the Civil Code; Chapter 16 of the Laws of Malta, within, or under adjacent or surrounding the site.

3.
Granting of the Concession 3.1 3.2 MEDE hereby appoints the Concessionaire, which accepts, with effect from the Effective Date and for the duration of the Concession Period, a concession to operate and manage the site at Mtarfa and to develop such site as an International School in order to ensure its long term sustainability within the relevant services market, at the Concessionaire's own risk, cost and expense, in accordance with MEDE's requirements and the Concessionaire's Proposals, and the Law, subject to the terms and conditions of the Agreement.
Upon the Execution Date, the Concessionaire shall enter into an Emphytuetical deed with the Lands Authority Page 6 of 27 For the avoidance of any doubt and without prejudice to Clause 2.4, any rights of ownership, administration or otheiwise which MEDE has over the site shall remain vested with Lands Authority.

the Termination Date the Concessionaire shall transfer to Government of Malta in On accordance with Clause 20 the Mtarfa nternational School and the Concessionaire's Assets.

3.3 4.
Operation and Management of the Mtarfa International School 4.1 4.2 term sustainability within the relevant services market, at MEDE hereby appoints the Concessionaire, which accepts, with effect from the Effective Date and for the duration of the Concession Period, to operate and manage the Mtarfa International School and to develop the site into an International School in order to ensure its long the Concessionaire's own risk, cost and expense, in accordance this Agreement and the Concessionaire's Proposals, and the Law, subject to the terms and conditions of this Agreement.
Unless with prior written consent of MEDE and Lands Authority, the Concessionaire shall not provide any goods or services or conduct any business other than the Concession itself or unless such goods, services or business have been included in the Concessionaire's Proposals.

Should such conduct of business be approved; this may be subject to revision of ground rent and new conditions.
4.2.1 The Concessionaire shall make available to civic and similar bodies indicated by MEDE at reasonable times agreed between the Concessionaire and MEDE, the facilities available on the site.

With respect to any such use, the Concessionaire may require the user to give reasonable indemnity against damage.

No fees shall be charged except for extra custodial fees necessary for such use.
The Concessionaire shall, for the duration of the Concession Period, be entitled to collect, receive and retain any Revenue, which revenue is directly or indirectly related to the operation and management of the Mtarfa International School.
4.3 4.5 4.4 Without prejudice to the generality of Clause 4.1, it shall be the Concessionaire's duty and responsibility to take all appropriate security measures in order to ensure and maintain the proper and orderly conduct of its business and the general security of the Mtarfa International School as well as the safety of its users, visitors and Concessionaire's employees.
The Concessionaire shall continue to allow the use of school facilities to SportMalta and Mtarfa Drama Group as referred to in the Preamble above.

If the Technical Committee established in the RFP, becomes aware at any time that the Concessionaire the Concessionaire's Proposal, it shall formally demand the Concessionaire to justify the non compliance and the Concessionaire may become liable to a penalty of not more than one thousand euro (€1000) per day of non-performance of obligations.
is not complying with his obligations in accordance with 4.6 5.

Ground Rent & Concession Fee 5.1 In consideration for the Concessionaire shall pay the Lands Authority, which accepts the Ground Rent, annually in the Concession granted pursuant to this Agreement, Page 7 of 27 5.2 the Concession granted pursuant advance as established in the Financial Bid Form.

In consideration for the Concessionaire shall pay to the MEDE, which accepts the Concession Fee, annually in advance.
The Concession Fee shall be due and payable, for the first concession year, on the Execution Date, and for each of the following Concession Years, on the anniversary of the Execution Date (Payment Date).

This Concession Fee is to be in accordance with the Proposal submitted by the Concessionaire; to this Agreement, 6.
Rehabilitation of the Site 6.1 6.2 6.3 6.4 The Concessionaire shall at its own risk, cost and expense, implement and complete the Initial Investment Plan in order to meet the Rehabilitation Requirements as set out in Proposal submitted by the Concessionaire and to achieve the objectives identified in the Initial Investment Plan within the time-frame submitted by the Concessionaire from the Effective date subject to the terms and conditions of this Agreement.
The Concessionaire shall procure that any works required pursuant to Clause 6.1, are carried out in accordance with the Initial Investment Plan.

The Concessionaire shall notify MEDE of completion of the Initial Investment Plan at least ten (1 0) Business Days before the expiry of the time frame submitted by the Concessionaire from the Effective Date and shall indicate the Completion Date in its notification.
If MEDE is satisfied that the Initial Investment Plan has been completed and that the Rehabilitation Requirements have been met by or qn the proposed Completion Date, it shall notify the Concessionaire thereof within ten (1 0) Business Days and confirm the Completion Date.
If MEDE is not satisfied that the Initial Investment Plan has been completed and that the Rehabilitation Requirements have not been met by or on the proposed Completion Date, it shall notify the Concessionaire thereof within ten (10) Business Days, and the Completion Date shall thereafter be determined by MEDE in consultation with the Concessionaire.
If the Technical Committee established in the RFP, becomes aware at any time that the implementation of the works as set out in the Initial Investment Plan, is delayed or likely to be delayed, it shall formally demand the Concessionaire to justify the delay and the Concessionaire may become liable to a penalty of not more than one thousand euro (€1000) per day of delay.

7.
Works 7.1 7 .1.1 The Concessionaire shall at its own risk, cost and expense, carry out or procure the carrying out of the design construction, completion, commissioning and testing of, and obtain any Permits required in connection with, such works as are required to implement and complete the Initial Investment Plan as per Clause 6 to satisfy its maintenance obligations under Clause 8, and any other Works as may be required for the Concession, and shall remedy any defects in such Works so that: the Works fully comply with and meet all the requirements of this Agreement, and Permits and all applicable Laws; 7.1.2 only new materials shall be used in carrying out the Works and all goods used or included Page 8 of 27 in the Works will be of satisfactory quality, and no products or material shall be used or included in the Works that are not in conformity with Maltese or European standards or codes of practice which at the time of use are widely known to building contractors or members of the relevant design profession within Malta to be deleterious to health or safety or to the durability of buildings and/or other structures and/or finishes and/or plant and machinery in the particular circumstances in which they are used; all persons employed or otherwise engaged in connection with the performance of the Works shall be skilled and experienced in their several professions, trades or callings; the Works are maintained in good order, kept in a safe condition and protected from damage, and working areas are secure against trespassers and clean and tidy so far as practicable having regard to the nature of the Works.
During the carrying out of the Works, the Concessionaire shall or shall procure that the person(s) carrying out the works shall: not use or occupy or permit the Site or any other area where the Works are being undertaken to be used or occupied for any purpose other than the carrying out of the Works; not deposit or manufacture or permit to be deposited or manufactured in the Site or any other area where the Works are being undertaken any materials which are not required for the carrying out of the Works; transport all surplus materials arising from the Works and arrange for the tipping of the same at such places as may lawfully be used for tipping and the Concessionaire shall ensure that such materials will not cause or give rise to pollution of the Environment as defined by legislation including by or under the Environment Protection Act, Chapter 435 of the Laws of Malta; and take all necessary steps in accordance with the Law in order to ensure that the health and safety of all Users, Visitors and occupants of the Adjacent Area are not adversely impacted upon by the undertaking of the Works.
The Concessionaire shall procure that the representatives of MEDE are afforded a reasonable opportunity to attend site meetings relating to any Works.

The Concessionaire shall not make a variation to Works contemplated in the Concessionaire's Proposals until MEDE approves this in writing under the Variation Procedure, and if approved the variation will form part of the Concessionaire's Proposals.
The Concessionaire shall at all times observe and comply with any third·party rights (including public access rights) which may exist from time to time in respect of the Site and Adjacent Area.

The Concessionaire shall ensure that the Works that are carried out do not interfere with the access to and use and occupation of public or private roads or footpaths by any person who is entitled to any such access use or occupation.

7.1.3 7.1.4 7.2 7.2.1 7.2.2 7.2.3 7.2.4 7.3 7.4 7.5 8.
Maintenance of the Mtarfa International School 8.1 8.1.1 8.1.2 8.1.3 The Concessionaire shall, with effect from then Effective Date and for the duration of the Concession Period, at its own risk, cost and expense, be responsible for and have the duty to ensure that: the Site is kept clean and tidy at all times; no person obstructs or deposits any craft, stores, supplies or other goods or materials on the site or Adjacent Areas; the Concessionaire's Assets, are maintained and repaired and, that, where necessary, Page 9 of 27 extraordinary repairs to and replacements of the Concessionaire's Assets are affected, in accordance with the Maintenance Plan or as may be required to MEDE's satisfaction; adequately and properly certified health and safety equipment for the Mtarfa International School is available and maintained, at all times; and 8.1.4 8.1.
5 where relevant, maintenance and repair are carried out to the Concessionaire's Assets in accordance with such requirements as may be imposed by manufacturers or suppliers as a condition for the continuing validity of any guarantees or warrantees and otherwise in accordance with the reasonable recommendations of manufacturers and suppliers.
For the sake of clarity, it is hereby specified that all repairs and replacements of whatever nature, whether ordinary or extraordinary, to any assets within the Concession area will be the responsibility of the Concessionaire.

9.

General Duties of the Concessionaire 9.1 9.2 The Concessionaire shall operate, manage and develop the Mtarfa International School in a competitive and efficient manner as a commercial undertaking in view of diligently promoting the Mtarfa International School.
The Concessionaire shall appoint an individual who shall act and be available at all times as a contact person for the benefit of MEDE and shall also appoint a substitute.

The Concessionaire shall notify MEDE of the name and contact details of such contact person (and his substitute) and of any changes therein.
As of the Effective Date, the name and contact details of the Concessionaire's contact person shall be: Full Name: Residence Address: Telephone Number: Mobile Phone Number: E-mail Address: As of the Effective Date, the name and contact details of the substitute contact person shall be: Full Name: Residence Address: Telephone Number: Mobile Phone Number: E-mail Address: 9.3 In the performance of its obligations under this Agreement, the Concessionaire shall Page 10 of 27 9.4 9.5 9.6 ensure compliance with any applicable Law, including but not limited to Laws related to education, occupational health and safety and employment.
The Concessionaire shall use all reasonable endeavors to protect the Environment and comply with and use all reasonable endeavors to ensure that all Users and Visitors comply with applicable Law in respect thereof.

The Concessionaire shall obtain and renew all and any Permits which may be required for the performance of its obligations under this Agreement and shall submit copies of any such permits to MEDE upon request.
The Concessionaire shall abide by all lawful instructions or administrative direction given to the Concessionaire by MEDE or any other competent Authority, as the case may be, pursuant to their functions at law.
9.7 Without prejudice to Clause 4.2, the Concessionaire shall not lease, transfer or otherwise dispose of the whole or part of the Site or the Concessionaire's Assets without first obtaining the written consent of the Lands Authority 9.7.1 Without prejudice to any existing servitudes over the site, the Concessionaire shall not 9.8 9.9 9.10 grant any new rights of servitude over the Site.
The Concessionaire shall not, without the prior written consent of MEDE, create or maintain any Encumbrance over the whole or part of the Mtarfa International School or the Concessionaire's Assets; provided that MEDE's consent shall not be required where such Encumbrances is automatically by operation of the Law.

The Concessionaire shall observe the principle of non·discrimination when awarding supply contracts to third parties.
The Co~cessionaire shall not erect or exhibit or permit or suffer to be erected or exhibited on any part of the Site (whether related to the works or not) any advertising boards save those previously approved in writing by MEDE and subject to any Permit as may be required.

10.

Record Keeping and Monitoring.

10.1 10.2 10.3 10.4 The Concessionaire shall keep and maintain accurate, up-to-date and complete accounting records and financial statements, in accordance with the Law.
The Concessionaire shall keep and maintain accurate, up-to-date and complete records, books, information and documentation in relation to the Concession and, generally, its obligations under this Agreement.

The Concessionaire shall keep safe and retain such records, books, information and documentation for a period of ten (1 0) years from the creation thereof but in any event such period shall not exceed two (2) years from the Expiry Date or the Termination Date (as the case may be).
The Concessionaire shall submit to MEDE as soon as they are available and no later than six (6) months from the end of the Concessionaire's accounting reference period, copies of annual audited accounts and reports in relation to the relevant accounting reference period.
The Concessionaire shall notify MEDE of any changes to the following particulars in relation to the Concessionaire within ten (1 0) Business Days of such change taking effect: the name or trade name/s; 10.4.1 10.4.2 the address of the principal place of business and/or registered office; 10.4.3 the directors or company secretary; 10.4.4 the identity of any person who alone or jointly with others, directly or indirectly holds Page 11 of 27 or controls ten percent (1 0%) or more of the voting rights or the share capital of the Concessionaire.
10.6 10.5 Upon MEDE's reasonable request from time to time, the Concessionaire shall with reasonable dispatch provide MEDE with any information as well as any financial information from any of the Concessionaire's financial statements or reports.
The Concessionaire shall grant MEDE and/or Lands Authority or its representatives immediate access to and allow MEDE and/or Lands Authority or its representatives to enter and inspect any part of the Mtarfa International School in order to monitor compliance with the Concessionaire's obligations under this Agreement.
The Concessionaire shall notify MEDE of any dispute which may affect the Concession, to which the Concessionaire is a party and which has been submitted or is threated to be submitted for resolution to the Courts of Malta or any other jurisdiction or is subject to any other dispute resolution procedure.

11.
11.

Discretion of MEDE 11.1 It is agreed and acknowledged by the Parties that save as expressly provided herein, none of the provisions of this Agreement shall be deemed to or shall purport to limit, restrict or prejudice in any way whatsoever any of the statutory functions, rights powers and discretions of MEDE and, or any of its entities acting in any other capacity than as party to this Agreement.

12.
12.

Variation Procedure 12.1 During the Concession Period, the Concessionaire may propose to MEDE (i) variations in relation to the MEDE's requirements or Concessionaire's Proposals or any part thereof that may in its opinion be necessary in order to improve the Concession or to render it more efficient and (ii) related adjustments to the Concession Fees (Variations).
12.2 MEDE shall take any reasonable proposals for Variations into consideration and may at its discretion, grant or refuse the approval of such Variations or any part thereof.

Variations may only be implemented subject to and in accordance with the conditions attached to their approval by MEDE.

Reasonable Variations may be proposed by MEDE to the Concessionaire and shall be subject to mutual agreement between the Parties.
12.3 12.4 Any Variations approved by MEDE or agreed between the Parties shall be laid down in writing and shall be deemed to form part of the MEDEs Requirements of Concessionaire's Proposals or the relevant part thereof.

13.

Assignment and Subcontracting.

13.1 The Concessionaire shall not delegate, assign, transfer or subcontract its rights or obligations in whole or in part under this Agreement, without the prior consent in writing of MEDE and the Lands Authority.
In particular, the Concessionaire shall not, except with the prior consent in writing of the MEDE and the Lands Authority, grant or create an interest in the Concession or enter into any operation or management agreement, association in participation, union of interests, profit sharing arrangement, lease of the Page 12 of 27 business concern or any similar agreement whereby any rights relative to the Concession are either directly or indirectly granted to third parties: Provided that the Concessionaire shall be entitled to procure and/or subcontract any works or services (including in relation to the Utilities and the Conduits) from third parties as may be expressly provided in the Concessionaire's Proposals.
13.2 During the period of five (5) years from the Effective Date or until the Completion Date, whichever is the later, the Concessionaire shall procure that there shall be no changes in excess of twenty five per centum (25%) of the beneficial ownership or effective control of the Concessionaire without the prior written consent of MEDE and the Lands Authority, save for any changes occurring causa mortis or which are ordered or authorized by a court or any other Authority.

14.
Performance Guarantee 14.1 14.2 14.3 The Concessionaire is furnishing on the Execution Date a duly executed (i) Performance Guarantee (attached hereto as Schedule 4) in the amount which is to include fifty thousand (€50,000) euro equivalent to one (1) year ground rent and (2) 10% of the Initial Investment Plan- one million two hundred and forty Thousand (€1 ,240,000.00) submitted by the Concessionaire, in favor of MEDE to secure the due and punctual performance of all its obligations under this Agreement save for what is provided in Clause 14.2, undertakes and binds itself to keep the Performance Guarantee in force during the duration of this Agreement.
MEDE is hereby giving due receipt therefor.

When the premises is fully accredited ·as an International School and commences operation, the Performance Guarantee shall be reduced to the equivalent of the ground rent.
In the event that the Concessionaire is in default of its obli~ations under this Agreement or any obligation at law, in its discretion and without giving the Concessionaire any notice, may appropriate and apply all or any necessary portion of the Performance Guarantee (including interest accrued) as compensation (in whole or in part) for any loss or damage due to such failure or to the payment of any penalty or liquidated damages payable in accordance with the terms of this Agreement and this without prejudice to any further remedies it may have in Law and, or under this Agreement.
then MEDE, The Performance Guarantee shall be the Concessionaire not later than ninety (90) days following the Expiry Date or Termination Date, as the case may be.

released by MEDE and returned to 14.4 MEDE shall release or procure the release in favor of the Concessionaire of the Bid Bond (as defined in the RFP) concurrently with the provision of the Performance Guarantee.

15.
15.

Insurance 15.1 With effect from the Effective Date, the Concessionaire shall, at its own cost and expense, take out and maintain throughout the entire duration of the Concession Period, such insurance policy or policies as may be determined by GoM and/or Lands Authority 15.2 throughout the whole Concession Period.

The Concessionaire shall provide GoM with a copy of the insurance policy or policies, and related documents, in terms of this Clause as soon as these become available.
MEDE may at all times require the Concessionaire to procure proof that such insurance has been Page 13 of 27 15.3 validly affected, renewed and maintained.

The Concessionaire shall ensure that GaM is named as one of the residual proceeds beneficiaries in the insurance policy or policies and that any sums recoverable thereunder shall first be applied to re·instate the underlying asset and then to make good any losses suffered by the GaM.
15.4 All insurance cover, including insured sums and indemnity limits, shall be made to the 15.5 15.6 reasonable satisfaction of GaM.

The Concessionaire shall not, through any act or omission or negligently do or omit to do anything that could render any insurance required in terms of this Clause void or voidable, suspended, impaired or defeated in whole or in part.
If the Concessionaire fails to effect or keep in force any of the insurances required under this Agreement, or fails to provide evidence of the existence of the insurance policy or policies to GaM, then in any such case, GaM may, at the Concessionaire's cost and expense, effect and keep in force any such insurances and pay any premium as may be necessary for that purpose.

16.
Indemnity 16.1 16.2 The Concessionaire shall indemnify and hold harmless the Government of Malta and its officers, employees, agents and contractors from and against any and all damages, losses, liabilities, claims, actions, proceedings, expenses or costs of whatsoever nature imposed upon, incurred by or asserted against the Government of Malta and/or its officers, employees, agents and contractors for any death, personal injury, loss or damage relating to or arising out of the performance or non·performance by the Concessionaire of any of its obligations under this Agreement (except where the same were caused by the gross negligence, willful default, non-performance or breach of its obligations under this Agreement on the part of the Government of Malta).
In the event of any claims, actions or proceedings, being made or instituted against the Government of Malta in respect of which the Concessionaire is liable under this Agreement, the Government of Malta shall notify the Concessionaire thereof and the the Government of Malta, and at the Concessionaire shall, Concessionaire's cost and expense, make all reasonable efforts to assist the Government of Malta in its defense or conduct any litigation that may arise therefrom or any negotiations for settlement.
if so required by 17.

Force Majeure.

17.1 If either Party thereto is prevented from fulfilling its obligations under this Agreement by reason of a Force Majeure Event, it shall immediately give notice of this and of the nature of the Force Majeure Event to the other Party and shall do everything in its power to resume full performance.
17.3 17.2 Neither party shall be deemed to be in breach of its obligations under this Agreement if it is prevented from fulfilling such obligations by reason of a Force Majeure event.

If and when the period during which a Party is unable to perform its obligations under this Agreement by reason of a Force Majeure Event exceeds six (6) months, then, this Agreement may be terminated by either Party by giving notice in writing to the other Party.

Page 14 of27 18.
Page 14 of27 18.

Termination 18.1 This Agreement shall terminate at the end of the 40 (forty) year period from the Effective Date or upon termination in accordance with the provisions of this Clause.
18.2 MEDE shall be entitled to terminate this Agreement ipso jure and without any obligation to file judicial proceedings by notice in writing to the Concessionaire at any time: If the concessionaire is in breach of any of its obligations under this Agreement which materially effects the performance of the Concession.
18.2.1 18.2.2 If the Concessionaire, is in repeated breach of any of its obligations under this Agreement (Repeated Breach); a Repeated Breach shall be deemed to exist where the Concessionaire is in breach of any of its obligations under this Agreement, and MEDE serves a warning notice on the Concessionaire stating that the breach, if its recurs frequently or continues, may result in termination of this Agreement, and the same or similar breach has continued or recurred two (2) or more times within three (3) months after the date on which the said warning notice was served in the Concessionaire by MEDE.
18.3 18.4 18.2.3 If the Court makes an order that the Concessionaire be wound up or a resolution for a voluntary winding up of the Concessionaire is passed; any provisional administrator or liquidator in respect of the Concessionaire is appointed or possession is taken by or on behalf of any creditor of n ay property that is the subject of an Encumbrance; any · voluntary arrangement is made for a composition of debts or a scheme of arrangement is approved under the companies Act, Chapter 386 of the Laws of Malta or an administration order is made by any court; If MEDE terminates the Agreement, the termination becomes effective upon the date of the delivery of the termination notice to the Concessionaire.
The Concessionaire shall be entitled to terminate this Agreement by notice in writing to MEDE, at any time, if MEDE commits a material breach of its obligations under this Agreement which has a material adverse effect on the ability of the Concessionaire to perform its obligations under this Agreement and such breach is not remedied by MEDE within sixty (60) days of receipt of a notice in writing sent by the Concessionaire to MEDE for the remedy thereof.

If .
If .

the Concessionaire terminates this Agreement pursuant to Clause 18.4, the termination becomes effective upon the date of delivery of the termination notice to MEDE.

The termination of this Agreement for any reason shall not prejudice the rights of either party in respect of obligations remaining unperformed prior to the termination of this Agreement or in respect of any claims for damages or other claims arising out of failure to comply with the terms of this Agreement.
18.5 18.6 18.7 On termination of this Agreement for any reason whatsoever, the Concessionaire shall hand back the Mtarfa International School in accordance with provisions of Clause 20.

18.8 Clauses that are intended to survive this Agreement (including Clauses 2.4, 16, 20, 21) shall survive the termination of this Agreement.

19.
Grounds for Dissolution The concession may be dissolved by GoM inter alia in any of the following events: Page 15 of 27 19.1 19.2 19.3 19.4 19.5 19.6 19.7 19.8 19.9 Failure to pay the annual ground rent for three (3) consecutive years or is in arrears in a sum equivalent to three (3) years ground rent; Failure to obtain, maintain in force and/or loss all necessary development and operational permits/licences within the term established in this Agreement or failure to maintain in force such permits/licences; Failure to attain the employment levels proposed; Failure to attain social and environmental levels proposed; Failure to provide the audited accounts for an accounting period when requested by GaM or MEDE; Failure to adhere to any PA planning and environmental conditions at the implementation stage and/or any breach of the Environmental and Operational permit; Failure to provide access to private and/or public utility service providers having existing rights within the site; Failure to comply in whole or in part with the permitted use of the Emphyteutical site as set out in this Agreement; If the Concessionaire, any of its agents (representative), sub-contractors, sub emphyteusis, or any lessee, attempts or actually extends any building or structure onto land adjacent to the site; 19.10 Failure to undertake an insurance policy according to this Agreement and the Concession Agreement or failure to maintain in force such insurance policy; 19.
11 Transfer, by any title whatsoever of the grant or part of it without GaM's prior written consent; 19.12 Failure to operate the Mtarfa International School within the date submitted by the Concessionaire in the Initial Investment Plan, when such failure is willfully caused by or negligently brought-by the Concessionaire; 19.13 Cessation of operations for a period exceeding twelve (12) months, or abandonment of the Site for such period; 19.14 The site or part thereof or any facilities within the site becoming controlled by an undesirable person as will be defined in this Agreement; and 19.
1 5 Any other act or omission made by the Successful Proponent which the GaM considers as constituting material breach of terms and conditions stipulated in this Agreement.

Provided that, the termination or dissolution of either this Concession Agreement or the Emphyteutical deed shall ipso jure result in the termination or dissolution of both this Agreement and the Emphyteutical deed.

20.
20.

Hand Back 20.1 20.2 20.2.1 Upon termination of this Agreement for any reason whatsoever, MEDE and/or Lands Authority, as the case may be, shall be entitled to receive from the Concessionaire, the Ground Rent, the Concession Fee and other moneys accrued and due up to the Expiry Date or the Termination Date, as the case may be.
Upon termination of the Agreement for any reason whatsoever: the Concessionaire shall grant MEDE full access to the Mtarfa International School and shall return back the Mtarfa International School including any permanent works and Page 16 of 27 improvements carried out during the Concession period in good order and operating Condition and free of Encumbrances, without any obligation of compensation by MEDE.
For the avoidance of any doubts all permanent works and improvements to the Mtarfa international school and all such things Scheduled thereto or therein permanently to remain incorporated therewith shall be and at any time remain the property of MEDE; and 20.2.2 in consideration of the Concession hereby granted, the Mtarfa International School and the Concessionaire's Assets shall be automatically transferred to and vest in full ownership in MEDE in good order and operating condition and free of Encumbrances, without any entitlement of the Concessionaire to any compensation whatsoever; and 20.2.3 The Concessionaire shall provide MEDE with such documents, information (statistical or otherwise), plans, designs and Design Data in relation to the Concession as may be reasonably required for the transfer of the Mtarfa International School as a going concern: provided that this obligation shall not imply any obligation on the part of the Concessionaire to disclose to any person, including MEDE, any commercially sensitive information or documentation; and 20.2.4 The Parties shall do everything as may be required to give effect to this Clause 20, including the preparation and submission of all documents, information, notices, declarations and forms; entering into of contracts; assignment of contracts and warranties; and submission or filing of documents, information, declarations, notices and forms with the relevant Authorities and third parties, as may be required or appropriate.
20.3 During the last Concession Year, or in case of early termination for such period as may reasonably be necessary after the Termination Date, the Concessionaire shall, upon MEDE's request, co-operate fully with MEDE with a view to the transfer of all or part of the Concession to the successor, if any.
For this purpose, the Concessionaire shall: 20.3.1 provide MEDE all and any information concerning the operation and management of the Mtarfa International School, and generally, the Concession, as may be required for the launch of a competitive process and efficient transfer of responsibility unto the Successor; 20.3.2 allow MEDE and/or prospective Successors access to the Mtarfa International School; 20.3.3 liaise with MEDE and/or prospective Successors and provide reasonable assistance concerning the Concession; 20.4 20.3.4 do all necessary acts (including entering into contracts) to ensure that the Successor obtains all of its rights, title and interest in the Mtarfa International School and the Concessionaire's Assets as may be required to run the Concession from or after the Expiry Date or the Termination Date.
The Concessionaire undertakes to use all reasonable endeavors so as to facilitate the smooth transfer of responsibility for the Concession to MEDE itself and/or the Successor as designated by MEDE, and the Concessionaire shall take no action at any time during the Concession Period or thereafter which is calculated or intended, directly or indirectly, to prejudice or frustrate or hinder such transfer.

21.
Data Protection and Confidentiality without prejudice to the Confidentiality Agreement, the Parties further agree as follows: 21.1 21.1.1 each Party shall at all times use its best endeavors to keep confidential and to procure Page 17 of 27 that its officers, employees, agents and subcontractors (and in the case of MEDE, the Successor) shall keep confidential any Confidential Information which it or they may acquire in relation to the business and affairs or functions of the other Party to this Agreement and shall not use or disclose such information except with the consent of that other Party, or as strictly required for the performance of this Agreement or in accordance with the order of a court of competent jurisdiction or if legally required to do so by any Authority; 21.2 21.1.2 the obligations of each of the Parties contained in Clause 21 shall continue after the Expiry Date or the Termination Date, but shall cease to apply to any information coming into the public domain otherwise than by breach by any such Party of its obligations contained in this Agreement.
The Concessionaire shall ensure that the personal data are processed in accordance with the Data Protection Act, Chapter 440 of the Laws of Malta, including subsidiary legislation and guidance issued by the competent Authority under the said Act.

In particular and as far as permissible at Law, the Concessionaire shall ensure that MEDE shall be in a position to lawfully process any personal data disclosed or transferred to MEDE by the Concessionaire pursuant to this Agreement.

22.
22.

Equality 22.1 In carrying out its obligations in pursuance of this Agreement, the Concessionaire shall ensure the application of the principle of Equality and shall thus inter alia refrain from discriminating.

23.
23.

Entire Agreement 23.1 Each Party hereto acknowledges that this Agreement, including its preambles and Schedules, the Emphyteutical Deed, the RFP, the Tenderer's Proposal shall contain the entire Agreement between them relating to the subject matter hereto, and that it has not relied upon any oral or written representation made to it by the other Party or by the latter's officers, employees or agents, and has made its own independent investigations into all matters relevant to it.
In the event of any conflict between the following documents comprising or forming part of the Concession Agreement, the order of priority shall be: (i) Deed of Emphyteusis (ii) Concession Agreement; (iii) the Proposal (iv) the RFP.

23.2 In this agreement words importing one gender shall also include the other gender.

23.3 Any changes to this Agreement shall be agreed between the Parties in writing.
24 Rights Cumulative 24.2 All rights granted to either of the Parties under this Agreement shall be cumulative and no exercise by either of the Parties of any right under this Agreement shall restrict or prejudice the exercise of any other right granted by this Agreement or otherwise available to it.
25 Waiver Page 18 of 27 25.2 The failure by either Party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement or to insist upon the strict performance thereof or to exercise any option in terms thereof shall not be construed as a waiver or renunciation for the future of the term or condition or the right or option or of the right at any time subsequently to enforce all terms and conditions of this Agreement.
26 Severance 26.2 If any provision of this Agreement is declared by any judicial or arbitral tribunal or other competent Authority to be void, voidable, illegal or otherwise unenforceable, it may be severed from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect.

27 Applicable Law 27.2 This Agreement ~hall be governed by, applied and construed in accordance to the Laws of the Republic of Malta.
28 Dispute Settlement 28.2 The Parties shall make every effort to settle amicably any dispute, which may arise between them.

Once a dispute has arisen, the Parties, namely MEDE and the Concessionaire, shall notify each other in writing of their positions on the dispute and any solution, which they consider possible.

If either Party deems it useful, the Parties may refer the matter to the head of the Department of Contracts to act as a mediator between them.
A Party shall respond to a request for amicable settlement within thirty (30) days of such a request.

The maximum period laid down for reaching the such a settlement shall be one hundred and commencement of the procedure.

Should the attempt to reach an amicable settlement fail or a Party fail to respond in time to requests for a settlement, either Party shall be free to proceed to the next stage of the dispute settlement procedure by notifying the other.
twenty (120) days from 28.3 If no settlement is reached within one hundred twenty days (120) days of the start of the amicable dispute·settlement procedure, each Party may seek: a) either a ruling from a national court, or b) an arbitration ruling, in the case where the parties, namely the Contracting Authority and the Contractor, by agreement decide to refer the matter to arbitration.
29 Notices 29.2 Any notice to be given by either Party in terms of the Provisions of this Agreement shall be sent by registered post or electronic mail transmission to the address stated below or to any other address as may be notified in writing to the other Party from time to time; and shall be deemed to have been received by the Page 19 of 27 addressee within forty-eight hours (48) hours of posting or twenty four (24) hours if sent by electronic mail to the correct electronic mail of the addressee Ministry for Education and Employment Address: Great Siege Road Floriana VL T2000 Email Address: procurement-educ.mede@gov.mt 30 Counterparts 30.2 This Agreement may be executed in one or more counterparts all of which taken together shall be deemed to constitute one and the same Agreement.
It shall not be necessary that the signatures of, or on behalf of, each Party appear on each counterpart; but it shall be sufficient that the signature of, or on behalf of, each Party appear on one or more counterparts.

It shall not be necessary in making proof of this Agreement to produce or account for more than a number of counterparts containing the respective signatures of, or on behalf of, all Parties hereto.
This Agreement may be executed through delivery of executed signature pages by facsimile or electronic mail.
Page 20 of 27 Schedule 1 - MEDE Resolution MINISTRY FOR EDUCATION AND EMPLOYMENT MINISTER (Or other party authorised in terms of Annex I ) ANNEX 1 - Minister's Resolution (If necessary, Minister for Education and Employment authorising its ______ _ _______ , to represent the Ministry for Education and Employment in signing and executing this agreement) Page 21 of 27 Schedule 2 - Concessionaire's Board Resolution (Resolution of the Boord of Directors of the Concessionaire authorising a person or persons to represent the Concessionaire in signing and executing this Agreement) Page 22 of 27 Schedule 3 - Site Plan ~n Easting 45303.33, Min Northing 71860.94, Max Easting 45703.33, Max Northing 72380.94 400m Planning Authority • www.pa.org.mt St Francis RavaHn Florl;ma FRN 12:):), M::llta PO BOK 200, Matsa MRS 1000, Malia TEll: +356 22!
:10 0000 FaX!
+366 22$02.2$5 Site Plan, Scale1:2500 Prlnted on: Monday, Oc!ober 31, 1016 Page 23 of 27 Schedule 4 - Performance Guarantee To: Ministry for Education and Employment Date: Dear Sirs, Our Guarantee Number _____ _ We refer to the Concession Agreement entered or proposed to be entered into inter alia between _______ (name and address of Successful Proponent) (the "Successful Proponent") and Ministry for Education and Employment (hereinafter the Authority) for the Rehabilitation, Operation, Management and Transfer back of an International School in Mtarfa, pursuant to a Request For Proposals (hereinafter referred to as the RFP) issued by the Projects Malta on behalf of the Government of Malta on (date).
We also refer to your requirement that the Successful Proponent ) to warrant should provide you with a bank guarantee in the amount of the due and proper performance by the Successful Proponent of all its obligations under or pursuant to the Concession Agreement.
Euros (€ therefore, we Now, unconditionally (Name of Bank) hereby irrevocably and (except as expressly provided herein) guarantee to pay you on demand a maximum amount of _______ Euros (€ ) in case any of the payments, performances or obligations to be undertaken by the Successful Bidder under or in pursuance of the Concession Agreement are not duly, properly and punctually performed by the Successful Proponent.
It is understood that this guarantee will become payable on your first written demand and that it shall not be incumbent upon us to verify whether such demand is justified.

For the avoidance of doubt it is hereby declared that although this guarantee gives rise to legal relations between us as guarantor and yourself, this does not exempt the Successful Proponent from any obligation/s or undertaking/s assumed or given by it under or in pursuance of the Concession Agreement.
This guarantee shall become effective on the execution of the Concession Agreement by the relative parties thereto and shall expire on (three (3) months after the date of termination of the Concession Agreement) 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 at this office in writing not later than the aforementioned expiry date.
Page 24 of 27 This guarantee should be returned to us for cancellation on utilisation or expiry or in the event the guarantee being no longer required by you.

After the expiry date and in the absence of a written demand being received by us before such expiry date, this guarantee shall be null and void, whether returned to us for cancellation or not, and our liability hereunder shall terminate.

This guarantee is personal to you and is not assignable.
Yours faithfully, o.b.o (Name of Bank) Concessionaire Page 25 of 27 Schedule 5 • CONFIDENTIALITY AGREEMENT The Ministry for Education and Employment, duly represented by __________ _ hereinafter referred to as the Recipient/Discloser And (Insert Concessionaire's Name) a company incorporated under the laws of Malta, bearing company registration number [Name of Individual], hereinafter referred to as the Recipient/Discloser , duly represent by [Position], , with registered office And The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of operating an International School at a site in Mtarfa for a period of forty (40) years.
For the avoidance of doubt, all information disclosed between the Parties on the Permitted Purpose shall be deemed to be Confidential irrespective of whether the Discloser has marked the information as confidential.

1.

The Recipient undertakes not to use the Confidential Information for any purpose except the Permitted Purpose, without first obtaining the written consent of the Discloser.

2.
2.

The Recipient shall not issue any such Confidential Information, or any press release or any other information to the public containing the name of the Discloser, without first obtaining the written consent of the Discloser.

3.
3.

The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party, except to its employees and professional advisers, who need to know the same for the Permitted Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in this Declaration.

4.
The obligations in this Declaration apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a. any information which is or in future comes into the public domain (unless as a result of the breach of this Declaration); or b. any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser; or c. any information obtained by the Recipient from a third party with a valid right to disclose such Confidential Information, provided that said third party is not under a confidentiality obligation to the Discloser; or d. any information which was independently developed by Recipient without reference to Discloser's Confidential Information as shown by Recipient's written records.
5.

Nothing in this Declaration will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority.

Provided that, in the event that such a disclosure is required, the Recipient shall promptly notify the Discloser.

6.
6.

The Recipient understands that the Discloser gives no warranties in relation to the Confidential Information disclosed and in particular (but without limiting the foregoing) no Page 26 of27 warranty or representation, express or implied, is given by the Discloser as to the accuracy, efficacy, completeness, capabilities or safety of any materials or information.

7.
7.

The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information and will not retain any copies or records of the Confidential Information.

8.

Neither this Declaration nor the supply of any information grants the Recipient any license, interest or right in respect of any intellectual property rights of the Discloser.

9.
9.

The Recipient understands that no agency or partnership relationship between the Recipient and the Discloser, whether express or implied, shall be created by this Declaration.

10.

The Recipient undertakes this obligation of confidentiality as of c----.,.-.,------,--= and shall continue in force until the termination or expiry of the Concession Agreement.

The undertakings in clauses 2 and 4 will continue in force for five (5) years from the termination of this obligation.

11.
11.

All notices required to be served pursuant to this Declaration shall be made in writing to the addresses at the head of this Declaration.

This Declaration may not be modified.

12.

This Declaration shall be governed by the Laws of Malta.

ln the event of any dispute between the Parties, reference is to be made to Clause 28 of the Draft Concession Agreement.
Duly signed by the Recipient: For and on behalf of the Ministry for Education And Employment Date: ____ ___ __ __ _ For and on behalf of [Name of Company] [Name of Individual] [Name of Individual] [ID Card Number] [Position] Date: ____ ___ __ __ _ Date: _ __ __ __ ___ _ _ Page 27 of 27