(i) if the other party commits any serious breach or a series of breaches of any provision of this Agreement and fails to remedy such breach(es) (if the breach(es) are capable of remedy) within 30 days after receipt of a request in writing from the other party; (ii) if the other party becomes insolvent, becomes bankrupt, enters into examinership, is wound up, commences winding up, has a receiving order made against it, makes any arrangement with its creditors generally or takes or suffers any similar action because of debt, or an event having an equivalent effect;

(iii) in circumstances where the Client becomes aware of any conflict of interest on the part of the Contractor which cannot, in the opinion of the Client, be removed by other means; and (iv) in circumstances where the Client becomes aware of any registrable interest on the part of the Contractor.

########## 15. Contract Management

A. The Client's Contact and the Contractor's Contact shall liaise on a regular basis to address any issues arising which may impact on the performance of this Agreement and to agree milestones, compliance schedules and operational protocols as required by the Client from time to time. If requested in writing by the Client, the Contractor shall meet formally with the Client to report on progress and shall comply with all written directions of the Client. B. The Contractor agrees to:

(i) liaise with and keep the Client's Contact fully informed of any matter which might affect the observance and performance of the Contractor's obligations under this Agreement; (ii) maintain such records and comply with such reporting arrangements and protocols as required by the Client from time to time; (iii) comply with all reasonable directions of the Client; and (iv) comply with any service levels and performance

indicators specified by the Client. C. The Contractor shall be required to hold for the term of the Agreement insurances of the nature and amount as set out in the RFQ, or as notified to the Contractor by the Client, and shall immediately advise the Client of any material change to its insured status. D. The Contractor shall produce proof of current insurance premiums paid upon request and where required produce valid certificates of insurance for inspection. The Contractor shall carry out all directions of the Client regarding compliance with this clause 15C.

########## 16. Disputes

A. In the event of any dispute arising out of or relating to this Agreement (the 'Dispute'), the Parties shall first seek settlement of the Dispute as set out below. B. The Dispute shall be referred as soon as practicable to the Contractor's Contact within the Contractor and to Client's Contact within the Client. C. If the Dispute has not been resolved within fifteen (15) business days (or such longer period as may be agreed in writing by the parties) of being referred to the nominated representatives, then either party may refer the Dispute to an independent mediator, the identity of whom shall be agreed in advance by the parties. D. If the parties are unable to agree on a mediator or if the mediator agreed upon is unable or unwilling to act, either party may within twenty-one (21) days from the date of the proposal to appoint a mediator or within twenty-one (21) days of notice to either party that the mediator is unable to act, apply to Centre for Effective Dispute Resolution Ireland to appoint a mediator. E. Any submissions made to and discussions involving the mediator, of whatever nature, shall be treated in strict confidence and without prejudice to the rights and/or liabilities of the parties in any legal proceedings and, for the avoidance of doubt, are agreed to be without prejudice and legally privileged. The parties shall make written submissions to the mediator within ten (10) business days of his/her appointment. F. The parties shall share equally the cost of the mediator. The costs of all experts and any other third parties who, at the request of any party, shall have been instructed in the mediation, shall be for the sole account of, and shall be discharged by that party. G. For the avoidance of doubt, the obligations of the parties under this Agreement shall not cease or be suspended or delayed by the reference of a dispute to mediation. The Contractor shall always comply fully with the requirements of the Agreement.

########## 17. Non-exclusivity

Nothing in this Agreement shall preclude the Client from purchasing Goods/Services from a third party at any time during the term of the Agreement.

########## 18. Conflicts, Registrable Interests and Corrupt Gifts

A. The Contractor confirms it has carried out a 'conflict of interest' check which satisfies no compromise of any individual's i mpartiality, or be reasonably be perceived as doing so, in the award of a contract. Any such 'conflict of interest' shall be notified immediately to the Client.

- B. In accordance with Section 38 of the Ethics in Public Office Act 1995 and 2001 any money, gift or other consideration from a person holding or seeking to obtain a contract will be deemed to have been paid or given corruptly unless the contrary is proved.
- 19. Equipment
- A. The Contractor shall provide all equipment and materials necessary for the provision of the Services.
- B. All equipment brought onto the Client's premises shall be at the Contractor's own risk and the Client shall have no liability for any loss of, caused by or damage to any equipment.
- C. The Contractor shall, at the Client's written request, at its own expense and as soon as is reasonably practicable:

(i) remove any equipment which in the reasonable opinion of the Client is either hazardous, noxious or not in accordance with this Agreement; and (ii) replace such item with a suitable item of equipment.

- D. The Contractor shall maintain and store all items of the Contractor's equipment within the Client's premises in a safe, serviceable and clean condition.

E. On completion of the Services the Contractor shall remove the equipment used by the Contractor to provide the Services and shall leave the Client's premises in a clean, safe and tidy condition. The Contractor is solely responsible for making good any damage to the