Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698082315208.pdf (Sierra Leone)
I -R 6S \AMi:J ' \\ )-_t1 rttL THIS Two REEMENT is made the !l and Fourteen i'n dav of fggRtrAgin tne Year of Our Lord B N NT OF THE REPUBLIC OF SIERRA LEONE represented by the THE Ministe of lnternal Affairs Honourable Joseph B. Dauda (hereinafter referred to as "the c mer" which expression where the context so admits or requires shall successors assigns, agents, legal representatives and attomeys) of the include one pa AND NETP under F Shallo so ad WHE Lim mod tssu new WHE Rue I app E (SL) LIMITED a limited liability company incorporated and registered laws of Sierra Leone with its registered office at HS51 Hill Station n in the Westem Area of the Republic of Sierra Leone represented by Jame!
(hereinafter refened to as "the Agenf'which expression wherd the context or requires shall include their successors and assigns) of the other part.
by the Contract Change Order referenced and dated: SID 1178/004 by an agreement between the Customer and De La Rue lntemational dated 1 5d' February 2000 (hereinafter refened to as the "Original Contract') as gth 2013 (hereinafter referred to as the "Contract Change Ordef) De La Rue nal Limited has agreed to supply the Customer an upgrade to the passport and personalization system to enable the Customer migrate fom machine passport to ePassporE, and the design by De La Rue lntemational Limited of 1 assports for the Customer both as described in the Contract Change Order.
by Clause 6 of the Contract Change Order the Customer authorises De La I Limited to sell variable quantities of ePassports based on the design by the Customer under the provisions of the Change Note to the Agent.

NOW IS AGREEMENT WITNESSETH AS FOLLOWS: AGR ED TERMS G 1 The llowing expressions bear the following meanings: Control - the ability to direct the affairs of another person, whether by the ownership of shares, contract or othenruise.
virtue of Key lndividual - the Agent's staff member, who will act as the main point of contact for communications to and from the Agent and who has authority to make decisions for and to bind the Agent.

ucts - the products listed in Schedule 1 and any other products loped by De La Rue and which De La Rue may permit the Agent, by d notice in writing, to distribute to the Customer.
nimum Quantity - the quantities of Products specified in Schedule 2 for Year or any other quantities as may be agreed in writing between the rties in relation to each Year.

ces - the services to be provided by the Agent to the Customeq as in Schedule 3.

- any individual including employees of a third party or self-employed ntractors provided by the Agent to perform the Services.
rm - the term of this agreement, as determined in accordance with clause erritory - Sierra Leone ar - the period of 12 months starting on the Commencement Date and each nsecutive period of 12 months thereafter during the Term.

lause, Schedule and paragraph headings shall not affect the interpretalion this agreement.

Ape not ha ing separate legal personality).


n includes a natural person, corporate or unincorporated body (whether or The the b edules form part of this agreement and shall have effect as if set out in full in of this agreement.

Any reference to this agreement includes the Schedules.

Un and the context otherwise requires, words in the singular shall include the plural the plural include the singular.
rence to a statute or statutory provision is a reference to it as amended, A exten ed or re-enacted from time to time, whether before or after the date of this ent, and in the case of a reference to a statute is also to all subordinate ag legisl tion made under that statute whether before or after the date of this ag ent.

to writing or writGn includes faxes but not e-mail.
rId3* to clauses and Schedules are to the clauses and Schedules of this A ag USE 2 \ That the Agent will be the exclusive supplier of Sierra Leone ePassports to the ration Department in Freetown and other stations designated by the Chief lmm lmm n Officer.
2.1 The ent agrees that at all times during the Term it shall: purchase the Products only from De La Rue, and, for the Term or for the period of ten years from the Commencement Date (whichever shall be the shorter), shall not distribute or manufacture any goods which compete with the Products; not supply the Products to anyone other than the lmmigration Deparbnent not appoint any other entity to provide the Services; not itself provide services equivalent to the Services, employ a sufficient number of suitiably qualified personnel to ensure the proper fumlment of the Agent's obligations under this agreement; r. not resell the Products at a price exceeding the maximum resale price as is specified by De La Rue in writing from time to time; submit written reports at regular intervals to the Customer, showing details of sales, service stock, outstanding customer orders and orders placed by the Agent with De La Rue that are still outstanding, and any other information relating to the performanc€ of its obligations under this agreement that the Customer may reasonably require from time to time; maintain on its own account an inventory of the Products at levels which are appropriate and adequate for the Agent to meet all customer delivery requirements for the Products of the Customer; keep full and proper books of ac@unt and records showing clearly all enquiries, quotations, transactions and proceedings relating to the Products; allow the Customer, on reasonable notice, access to its accounts and records relating to the Products for the purpose of inspection; keep all stocks of the Products which it holds in conditions appropriate for their storage, and provide appropriate security for the ProducG, all at its own cost; insure with a reputable insurance company, at its own cosl, all stocks of the Products held by it against all risks which would normally be insured against by a prudent businessman for at least their full replacement value; inform the Customer of any change of Control of the Agent and of any change in its organisation or method of doing business which might affect the performance o1 the Agent's obligations in this agreement.
\ I t vl x xl ll.

2.2 e Agent shall not: pledge the Custome/s credit; give any condition or warranty on the Customer's behalf; ) make any representation on the Customer's behalf; or ) commit the Customer to any contracts.
2.3 tf,i order to provide the Services, Staff work on the Agent's or the Customer's pre ises or any other designated premises, the Agent shall provide, or (as icable) procure that the Customer provides, such Staff with, where available, a SU ble offlce accommodation and services, including without limitation e, typing and photocopying facilities.
The Agent will use reasonable te to cause the Staff to comply with all reasonable regulations and irements made known to it concerning the conduct of personnel at the Cu mefs premises.

2.4 Agent shall, provide the Customer promptly with (and warrants that it is to do so) accurate and complete information concerning its operations activities relevant to the Services, answers to queries, decisions and ap rovals required by the Customer in connection with the Services.
The Staff I have the right of access to the Agent's and (where applicable) the mer's staff and premises at all reasonable times throughout the duration of Agreement to the extent reasonably necessary to allow Agent to provide the ces.
C rn6 S 2.5 add with SU me Agent hereby agrees to renovate, refurbish and to make any alterations in or to the premises to a standard suitable for the proper operations of its affairs the Customer's written consent and to keep every part thereof (including the but not the outer walls) with the fixtures and additions thereto in good and I repair (reasonable wear and tear and damage from any of the causes in the Customer's agreement to insure and in such repair to yield up at the ,rri.
ofthe Contract Change Order.

SE That local Agent will collect all the proceeds from the sales of the ePassports (acting as ntent provider on behalf of De La Rue lnternational Limited) s the term of this Agreement shall be ten (10) years commencing on the 18th day "l.\t] ber 2013 with an option to renew for a further term of five (5) years or until Th of term nated earlier in accordance with the terms hereof.
CLAUSE That the initial sales price of the ePassport shall be the equivalent of US$ 120.00(u ited States Dollars one hundred and twenty) in Leones and this to be reviewed periodically based on the inflation rate in Sierra Leone.
c 6 rty shall lose any rights hereunder or be liable to the other party for Neither or losses, on account of failure of performance by the defaulting party if damag is the result of any acts, events, omissions or accidents beyond a party's the failu reasona le control including, without limitation, any of the following: an Act of God flood, inclement weather, windstorm, epidemic, earthqua ke or other (e.9., fi isaster); war or threat of or preparation for war, armed conflict, or act of natural , including chemical or biological warfare, embargo; governmental aots, te reaking off of diplomatic relations or similar actions or restrictions or orders, ry compliance with any law (including a failure to grant any licence or mand needed or any change in the law or interpretation of the law); fire, explosion ental damage; loss at sea; collapse of building structures, failure of plant ec or mach , machinery, computers or vehicles; interruption or failure of utility service, includin but not limlted to electric power, gas or water and the defaulting party has all reasonable efforts to avoid or remedy such force majeure.
c This the Re Siena reement shall be governed by and construed in accordance with the laws of lic of Siena Leone and both parties hereby submit to the jurisdiction of the ne Courts.
-eo U E8 ute between the parties hereto touching the construction of meaning or Any d this Agreement, the right or liabilities of the parties herein under or any effect matte arising out of the same or connected therewith, shall, except where otherwise ly agreed, be referred to Arbitration in Sierra Leone under the provision of itration ordinance or any legislation regarding Arbitration for the time being in the force.

The Parties hereto shall mutually agree the Adjudicator/Arbitrato(s).
lf the cannot agree on the Adjudicato(s)/Arbitrator (s), the dispute shall be taken oafttes a Court of competent Jurisdiction in the country as provided for by ClauseT befo above.

No and amenon nt or variation of this agreement shall be effective unless it is in writing ned by the parties (or their authorised representatives).

1 10.1 All ePassports are to be sold to the lmmigration Department by the Agent under the same terms and conditions of the Original Contract.

-\e 10.2.
-\e 10.2.

10.3 a a Customer shall be responsible for the cost of transportation of equipment consumables from the airport to the central site in Freetown.

itionally, as per Original Contract third party and De La Rue software is pplied subject to the respective licences (copies of which it is owledged have been provided separately).

CLAU ,| 11.1 ln c event of any breach of any of the terms of this Agreement by the r the Agent shall be entitled to terminate this Agreement forthwith.
't1.2 An termination of this Agreement shall not prejudice any rights accruing at or or in connection with such termination or any remedies or proceedings respect to such rights including proceedings by way of Arbitration under wtrr cr t hereof.

CLAU 12 12.1 e 12.2 tf pa ana Agent shall not use the Customer"s name, branding or logo other than in rdance with the Customer's written instructions or authorisation.
ny court or competent authority finds that any provision of the Contract (or of any provision) is invalid, illegal or unenforceable, that provision or part- ision shall, to the extent required, be deemed to be deleted, and the validity enforceability of the other provisions of the Contract shall not be affected.

12.3 A person who is not a party to the Contract shall not have any rights under or in nection with it.
INW ESS WHEREOF, the representatives of the parties have hereunto set their hands and seals the day and year first above-written.

D ON BEHALF OF FOR GOVE MENT OF SIERRA LEONE FORAND ON BEHALF NETPAGE (SL) LIMITED Joseph B. Dauda Min of lntemal Afiairs BY 1 E. O. nent Secretary ister of lntemal Affairs Mi C1 Cockerill South nson Road F Sierra Leone i-f al lShallop Managing Director y" pl 2.
Nicholas Deoud 15 Wilkinson Bypass Road Freetown Siena Leone \ ule 1 The Products e assport books for the Government of Sierra Leone to the specification reed between De La Rue and the Government of Siena Leone from time to ti hedule 2 Minimum Quantity at the date of this Agreement, indicative production lead times are up to 9 months from an efiective contract to delivery and may vary.

A more up- to-date delivery lead time will be provided upon enquiry and confirmed upon effective order acceptance.
inimum Quantity is 35,000 passport books and laminates per Year.

chedule 3 The Services aintenance services for the Government of Sierra Leone ePassport lisation system supplied by De La Rue including (without limitation) rades, servicing, consumables, spares and consultancy in accordance h the scope and terms and conditions agreed in individual orderc accepted De La Rue.

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