In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

Example Input: EXHIBIT 10.26   ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     FLEET MAINTENANCE AGREEMENT

   1. Definitions     1.1 In this Agreement:     1.1.1 the following expressions have the following meanings unless inconsistent with the context:     the Act means the Employment Rights Act 1996.     Additional Charges means the charges to be calculated by SEV on a time and materials basis at the rates described in Clause 7  of this Agreement in respect of the provision of Excepted Services pursuant to Clause 6 of this Agreement.     Agreement means this agreement including the Schedules and the appendix made between SEV and DCL     Bodywork means, without limitation, the panels, doors, glazing, trim, seating and any custom built additions not supplied by  the original Vehicle manufacturer     CDV means an Engine powered car derived van included in this Agreement     Charger means the battery charger and related equipment of an EGV.     Chassis means the main frame, sub-frames and mounting brackets of the vehicle     Code of Practice means the HMSO code of practice set out in the appendix     Commencement Date means 16 October 2005.     Contracted Period means the period during which this Agreement is in effect.     Contract Procedure Manual means a separate operating manual that identifies procedures and documentation relevant to this  Agreement.     DCL Financial Year means the period of 12 (twelve) months commencing on the first day of each financial year of DCL during  the term of this Agreement as notified by DCL to SEV in writing or as otherwise agreed between the parties in writing (and, in the

            DATED         13 October 2005                   DCL

DAIRY CREST LIMITED (Company no 2085882) whose registered office is at Claygate House, Littleworth Road,  Esher, Surrey KT10 9PN                   SEV

SEV GROUP LIMITED (company no 4463640) whose registered office is at Unit 95/2, Tanfield Lea Industrial  Estate North, Stanley, Co Durham, DH9 9NX





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     absence of such notification or agreement, the period of 12 (twelve) months commencing on 1 April each year during the term of  this Agreement).     EGV means an electric powered goods vehicle included in this Agreement.     Employees means the employees employed by SEV during the Contracted Period who provide the Maintenance Services,  including but not limited to the Transferring Employees and/or the Future Transferring Employees     Employment Costs means all salaries, wages, commissions, bonuses, all statutory contributions, holiday pay (including  payment for accrued but untaken holiday), national insurance contributions, pension contributions made to or on behalf of  an employee, taxation (including all income tax deductible under PAYE) and all other employment costs.     Engine means an internal combustion engine consisting of the main engine block and head plus all the internal components  thereof.     Excepted Services means those services referred to in Clause 6.1 of this Agreement which do not fall within Maintenance  Services.     Final Future Transferring Employees List means the list of Future Transferring Employees who will transfer to DCL and/or a  Replacement Supplier in accordance with Clauses 19 or 20 (as the case may be) upon the Termination Date.     Fleet Size means the total number of Operational Vehicles and Spare Vehicles in use by DCL from time to time and included in  this Agreement.     FTA means Freight Transport Association or such other replacement association or organisation operating in the United  Kingdom from time to time whose aims are to represent the freight transport industry generally     Future Maintenance Services means any services which are the same as or similar to the Maintenance Services, which will be  provided by DCL and/or any Replacement Supplier after the Termination Date.     Future Transfer Date means the date(s) on which the Future Transferring Employees are transferred to DCL and/or any  Replacement Supplier pursuant to Clauses 19 or 20 (as the case may be).     Future Transferring Employees means any employee of SEV who is wholly or mainly assigned to work in the provision of the  Maintenance Services immediately prior to the Termination Date and whose employment is liable to transfer to DCL and/or any  Replacement Supplier pursuant to Clauses 19 or 20 (as the case may be).     Liabilities includes without limitation all costs, expenses, losses, damages, claims, proceedings, awards, fines, orders  (including, but not limited to, any order or notice issued by the Pensions Regulator) and other liabilities (including reasonable  legal and other professional fees and expenses) whenever arising or brought     2





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     LGV means an Engine powered large (over 7.5t gross vehicle weight) goods vehicle included in this Agreement.     Maintenance Agreement means the agreement entered into by DCL and SEV on 28 March 1999.     Maintenance Charges means the aggregate charge for the Maintenance Services calculated in accordance with Clause 3 of  this Agreement.     Maintenance Rate means the weekly charge levied by SEV to DCL tor each Vehicle included in this Agreement and set out in  Schedule One.     Maintenance Services means the provision of maintenance services as defined in Clause 4 of this Agreement.     MGV means an Engine powered medium (over 3.5t but less than 7.5t gross vehicle weight) goods vehicle included in this  Agreement.     Opening Fleet Size means the Fleet Size on the later of the Commencement Date of the first day of any DCL Financial Year and  stated in Schedule One     Operational Vehicles means Vehicles from time to time that are in regular use in the course of DCL business     Permitted Sub-Contractor means any person who SEV appoints to undertake work as all or part of the Maintenance Services  pursuant to Clause 11 below.     PG9 Notice means a PG9 Notice issued by VOSA.     Place of Repair means any agreed location where the Vehicles are serviced or repaired     Place of Use means any location within the local vicinity of the Site where the Vehicles are operated.     Provisional Future Transferring Employees List means the list of Future Transferring Employees who SEV believes will transfer  to DCL and/or a Replacement Supplier in accordance with Clauses 19 or 20 (as the case may be) upon the Termination Date.     Redundancy Costs means in relation to each Transferring Employee the amount designated as such in Schedule Two and  calculated as the sum of:-     (i) the statutory redundancy payment (calculated in accordance with section 162 of the Act) to which such Transferring  Employee would have been entitled had he been dismissed by reason of redundancy with effect from the  Commencement Date;     (ii) any contractual entitlement to additional redundancy or severance pay (including any such entitlement arising by virtue of  custom and practice) which would accrue to such Transferring Employee were he dismissed in such circumstances.     3





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     (iii) the contractual notice pay (or payment in lieu of notice) which would have been payable to such Employee in such  circumstances together with any additional notice pay which would have been payable by virtue of section 86(1) of the  Act.     (iv) all income tax and national insurance contributions properly payable in connection with the payments set out in (i) to (iii)  above      but subject to variation in accordance with clause 11.7.     Regulations means the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended).     Replacement Supplier means any person employed or engaged to provide to DCL services similar to the Maintenance Services  provided prior to the Termination Date.     Retail Price Index means the UK Index of Retail Prices (All Items) maintained by the Central Office of Information calculated by  reference to the published figures in respect of such Index current at the last day of December in each year during the term of  this Agreement. In the event of the abolition or a fundamental variation in the basis of the said Index prior to the date upon  which the Retail Price Index is to be applied hereunder, the parties shall, at their mutual expense, obtain the opinion of an  independent Fellow of the Institute of Chartered Accountants in England and Wales as to the increase which ought to be made  (having regard to such varied or substituted index or indices as he considers appropriate) and the opinion of such accountant  (who shall act as an expert and not as an arbitrator) shall be final and binding on the parties     Schedule One means the Schedule One hereto setting out the variable terms of this Agreement and to be revised by SEV on  the first day of each DCL Financial Year following which a signed copy of the new Schedule One shall be attached to each part  of this Agreement.     SGV means an Engine powered small (up to 3.5t gross vehicle weight) goods vehicle included in this Agreement.     Site means the addresses of DCL premises where the Vehicles are stored when not in use.     Spare Vehicles means Vehicles held in a maintained and roadworthy condition for occasional use by DCL     Surplus Vehicles means Vehicles from time to time no longer in use by DCL either as Operational Vehicles or Spare Vehicles.     Termination Date means the date on which this Agreement terminates pursuant to Clause 16     Transferring Employees means the persons employed by DCL who are providing the Maintenance Services or services which  are the same or similar to the Maintenance Services immediately before the Commencement Date whose contracts of employment  after the Commencement Date will be or are deemed effected between     4





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     SEV and such persons under Regulation 5 of the Regulations and who are listed in Schedule Two.     Vehicle means any vehicle included in this Agreement.     VOSA means the Vehicle and Operator Services Agency     1.1.2 references to any statute or statutory provision include, unless she context otherwise requires, a reference to the statute or  statutory provision as modified or reenacted and in force from time to time prior to the Commencement Date and any subordinate  legislation made under the relevant statute or statutory provision in force prior to the Commencement Date;     1.1.3 references to persons will include bodies corporate, unincorporated associations and partnerships;     1.1.4 references to a document being in the agreed terms are to that document in the form agreed and for the purposes of  identification initialled by or on behalf of DCL and SEV;     1.1.5 all obligations, representations and warranties on the part of two or more persons are entered into, given or made by such  persons jointly and severally;     1.1.6 references to the singular include the plural and vice versa;     1.1.7 references to Clauses and Schedules are to Clauses of and Schedules to this Agreement, and references to paragraphs are  to paragraphs in the Schedule in which such references appear;     1.1.8 the Schedules form part of this Agreement and will have the same force and effect as if expressly set out in the body of this  Agreement;     1.1.9 the headings in this Agreement will not affect its interpretation; and     1.1.10 any phrase introduced by the term include, including, in particular or any similar expression will be construed as  illustrative and will not limit the sense of the words preceding that term.     1.2 SEV and DCL hereby expressly agree that this Agreement shall replace and take precedence over any terms set out in the  Maintenance Agreement. Accordingly, SEV and DCL hereby agree that the Maintenance Agreement is deemed to have been  terminated by them with effect from the date of this Agreement.     1.3 Within a period of three months of the Commencement Date, DCL shall enter into a master contract hire agreement with SEV (or SEV's  nominated third party finance provider) in respect of the supply of all DCL's requirements for new small (up to 3.5t gross vehicle  weight) goods vehicles for an initial period of 18 (eighteen) months from the Commencement Date. On completion of this initial  18 (eighteen) month period, and at each 18 (eighteen) month interval thereafter during the continuance of this Agreement, DCL  will review the contracted rates and provided the rates remain within     5





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     the same competitive framework as the original agreement, DCL will renew the master contract hire agreement for a further 18  (eighteen) months.     2. SEV's Obligations     In consideration of the payment by DCL from time to time of the Maintenance Charges in accordance with the provisions of Clause 3  below SEV shall during the term of this Agreement.     2.1 provide the Maintenance Services in respect of the vehicles upon the terms and conditions of this Agreement and with all due skill,  care and diligence using goods of satisfactory qualify and fit for the purpose;     2.2 ensure the Vehicles are in a roadworthy condition and comply with all relevant legal and statutory requirements so far as the same is  possible by the provision of the Maintenance Services, however, SEV shall not be liable under this Clause 2.2 in the event that  the Vehicles are not in a roadworthy conditions due to DCL breaching a term of its obligations under Clause 9 or the Code of  Practice;     2.3 abide by the health and safety policy from time to time of DCL whilst working on DCL property (subject to the prior notification of any  changes to the same by DCL to SEV);     2.4 advise DCL in writing in the event of a Vehicle not meeting its maintenance schedule for reason of being unavailable to SEV for  Maintenance Services;     2.5 provide to DCL a defect reporting book and annual service schedule chart for each Site;     2.6 provide a freefone' number for reporting out-of-hours breakdowns;     2.7 provide the following reports to DCL in a format as agreed with DCL;     2.7.1 weekly overdue service status current to date of printing;     2.7.2 monthly Vehicles serviced report;     2.7.3 monthly notification of any CDV, SGV, MGV or LGV predicted to exceed 25,000 miles per annum;     2.7.4 monthly fleet list of the Vehicles included in the Fleet Size for the purposes of calculating Maintenance Charges;     2.7.5 any further reports that may be reasonably requested by DCL from time to time;     2.8 provide suitable storage for vehicle records and reports of Maintenance Services for a period of 3 years from the date the  Maintenance Services took place and allow DCL access to them on request and at the end of this period deliver said documents  to a designated UK location as requested by DCL;     2.9 advise DCL in the event of SEV being aware of obsolete components that have a widespread usage on the Vehicles;     6





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     2.10 use its reasonable endeavours to suggest and/or implement such new processes or procedures as may be deemed reasonable by SEV  in the circumstances or as may be reasonably requested by DCL in order to ensure that the Maintenance Services are provided  in an efficient and effective way.     3. Maintenance Charges     3.1 The Maintenance Charges shall be the aggregate charge during the continuance of this Agreement calculated calendar monthly in  advance using the prevailing Fleet Size and the Maintenance Rate for each Vehicle included therein.     3.2 The Maintenance Charges shall not include the cost of any Excepted Services.     3.3 The Maintenance Charges shall be invoiced by SEV calendar monthly in advance and shall be payable by DCL within fourteen days  of the invoice date.     3.4 SEV shall not be entitled to Maintenance Charges in respect of any Vehicle which is more than two weeks overdue for service  inspection through no fault of DCL during the period from the week ending date when such inspection becomes two weeks  overdue until the week ending date that the service inspection is duly carried out. DCL shall be entitled to receive a refund in  respect of any such amounts that have already been paid and such refund to be made by credit note issued by SEV each week  that the Vehicle remains overdue for service inspection.     3.5 Maintenance Charges shall be increased annually on the first day of each DCL Financial Year in line with the last published Retail  Price Index and stated in Schedule One effective for the following year of this Agreement, a signed copy of which shall be  attached to each copy of this Agreement.     3.6 Subject to a genuine dispute, SEV reserves the right to charge DCL interest in respect of the rate payment of any Maintenance  Charges or Additional Charges due under this Agreement at the rate of 3% per annum above the base rate from time to time of  Lloyds TSB Bank PLC from the due date therefor until payment (as well after as before any judgement binding on either party).     4. Maintenance Services     The Maintenance Services shall comprise the provision by SEV during the continuance of this Agreement of the following:     4.1 servicing and inspections at intervals stated in Schedule One using the FTA report form for SGV, MGV, LGV and CDV and SEV's  report form for EGV;     4.2 preparation and submission of SGV, MGV, LGV and CDV for the relevant annual VOSA test;     7





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     4.3 recalibration and resealing of tachograph equipment on MGV and LGV to VOSA requirements;     4.4 in respect of transport refrigeration equipment on MGV and LGV up to eight years old, servicing and inspections at intervals stated in  Schedule One and repairs as required;     4.5 in respect of tail-lift equipment on MGV and LGV up to eight years old, preventative maintenance inspections at intervals stated in  Schedule One and repairs as required to the electrical and hydraulic systems but not to the main frame, sub-frames, platform  or mountings;     4.6 labour and parts to make repairs to Vehicles and Chargers due to normal wear and tear;     4.7 tyre inspections every month, puncture repairs and replacement of tyres with equal to or less than 2mm of tread remaining and in the  event of the Company failing to change a tyre with equal to or less than 2mm of tread remaining that is identified on the monthly  inspection or which is not available for inspection and the Customer is not informed as such, issue a credit note to the Customer  equal to two weeks Maintenance Charge for the Vehicle concerned;     4.8 transport to and from the Place of Repair;     4.9 respond to Vehicle breakdowns within two hours of receiving notification of the breakdown either by attending to the Vehicle if  located at the Place of Use or by informing DCL of action to be taken if located at the Site. In the event of SEV failing to attend at  the Place of Use within two hours then a senior representative of SEV will meet DCL to explain the reason for the failure. SEV  shall undertake necessary repairs or where a repair cannot be completed, recover the vehicle back to the Site or Place of Repair  and record the action taken in the defect reporting book;     4.10 battery topping (and removal of over-spill) at a maximum of fortnightly intervals for EGV;     4.11 replacement of light lenses, mirror glasses, heads and aims, number plates and vehicle charging connectors and parts thereof  damaged through accident or driver abuse;     4.12 minor Bodywork repairs due to normal wear and tear in order to maintain Vehicles in roadworthy condition, specifically:     4.12.1 repairs to locks, catches, handles and hinges;     4.12.2 repairs to seats and seat frames;     4.12.3 repairs to window mechanisms (excluding glass);     4.12.4 minor repairs to remove sharp edges, straighten bent panels, refit bumpers and secure loose items.     8





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     5. Times for Maintenance Services     SEV will provide maintenance Services 24 hours a day Monday to Friday and until 6pm on Saturday (excluding Christmas Day). In the  event of Maintenance Services being provided by SEV at DCL's request outside of this time frame, SEV will levy Additional Charges in  respect of the work earned out at the rates set out in Schedule One.     6. Excepted Services     6.1 The Maintenance Services shall not include:     6.1.1 the transportation or relocation of the Vehicles other than as described in Clause 4.8;     6.1.2 repairs required due to the use (other than by SEV) of defective or inappropriate supplies or accessories;     6.1.3 repairs required due to any disaster affecting the Vehicles inducing without limitation fire, flood, water, wind, lightning,  vandalism or burglary (other than as described in Clauses 4.11 and 4.12);     6.1.4 repairs required due to the neglect, misuse or abuse of the Vehicles by DCL, its employees or agents (other than as  described in Clauses 4.11 and 4.12);     6.1.5 repairs required to rectify damage caused by continuing to operate a Vehicle with a serious defect that should reasonably  have been recognised as such by DCL;     6.1.6 vehicle recovery from the Place Of Use to the Site (or any other location) due to a breakdown caused by a fault not covered  by the Maintenance Services;     6.1.7 repairs or replacement of wheel rims;     6.1.8 repairs or replacement of CDV, SGV, MGV and LGV Engine, gearbox, prop shaft (excluding mountings) and drive axle repairs  or replacement on Vehicles over six years old;     6.1.9 repairs or replacement of transport refrigeration equipment on EGV and SGV; transport refrigeration equipment Engine on  MGV and LGV, and; repairs or replacement of transport refrigeration equipment on MGV and LGV more than eight years  old;     6.1.10 repairs or replacement of tail-lift equipment on EGV and SGV, tail-lift main frame, sub-frames, platform and mountings on  MGV and LGV and, repairs or replacement of tail-lift; equipment on any MGV or LGV more than eight years old;     6.1.11 daily Vehicle checks as specified in the Code of Practice and any damage caused by failing to carry out same;     9





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     6.1.12 oils and fluids required to complete the daily Vehicle checks,     6.1.13 repairs to the Bodywork of the Vehicles other than as described in Clause 4.12;     6.1.14 repairs to the Chassis of the Vehicles;     6.1.15 repairs to the Bodywork as described in Clause 4.12 for a period of thirteen weeks from the Commencement Date;     6.1.16 damage or failure caused by corrosion of the Bodywork or Chassis;     6.1.17 upgrades, conversions and retrofits required due to the obsolescence of the original components used by the vehicle  manufacturer;     6.1.18 repainting (other than to avoid leaving exposed bare metal following repairs described in Clause 4.12.4) or refurbishing of  the Vehicles;     6.1.19 cleaning of the Vehicles save as necessary to complete the Maintenance Services;     6.1.20 traction battery (including boxes and connectors) replacement, maintenance (other than as described in Clause 4.10) and  repair;     6.2 SEV shall upon request by DCL provide all or any of the Excepted Services but shall be entitled to charge for the same by levying  Additional Charges in the manner described in Clause 7.     6.3 Without prejudice to Clause 6.2, SEV shall be entitled to levy Additional Charges in the manner described in Clause 7 if Maintenance  Services are provided at DCL request in circumstances where it is agreed that DCL request was unnecessary.     7. Additional Charges     7.1 Rates for Additional Charges shall be increased annually in line with the last published Retail Price Index on the first day of each DCL  Financial Year and stated in Schedule One effective for the following year of this Agreement.     7.2 Additional Charges shall be levied by SEV on completion of Excepted Services within fifteen working days otherwise DCL shall have  no obligation to pay the Additional Charges. The Additional Charges shall be payable by DCL within fifteen working days of  receipt of the invoice.     7.3 Additional Charges for labour and travelling time shall be levied at the rates stated in Schedule One.     7.4 Transportation of Vehicles on SEV transport shall be levied on a time plus mileage basis at the rates stated in Schedule One.     7.5 The time charged from the initial location of SEV transport to the point of collection and back shall be limited to a maximum of one hour  each way     10





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     7.6 Any CDV, SGV, MGV or LGV, reported monthly by SEV as described in Clause 2.7.3 and operating in excess of 25,000 miles per annum  shall be subject to an Additional Charge, calculated on a pro-rata basis, levied annually on the first day of each DCL Financial  Year     7.7 Subject always to Clause 2.1. SEV reserves the right to supply new, reconditioned or used replacement parts and materials in the  performance of its duties hereunder.     7.8 New, used and reconditioned spare parts and materials used in the completion of Excepted Services shall be levied by SEV to DCL at a  price agreed by DCL for each case.     7.9 Where SEV employs sub-contractors for Excepted Services, the Additional Charges shall be levied at the rates stated in Schedule One.    7.10 SEV shall have the consent of DCL to undertake Excepted Services without prior notification for which the Additional Charge does  not exceed the amount stated in Schedule One and provided it is agreed that the Excepted Services were required; DCL accepts  full liability for the payment thereof. Payment for Excepted Services in excess of the value stated in Schedule One that are  completed without prior approval of DCL shall be payable in full only at the discretion of DCL     8. Fleet Size     8.1 The prevailing Fleet Size shall be recalculated by SEV and agreed by DCL on the last day of each calendar month for the purpose of  calculating Maintenance Charges.     8.2 Spare Vehicles in the ratio of one Spare Vehicle to every ten Operational Vehicles (calculated by Vehicle category, and allowing for  reasonable substitutes, across the whole fleet) shall be held at each Site and are included in this Agreement in respect of Fleet  Size calculations.     8.3 The Fleet Size shall be allowed to fluctuate within a range defined as the Opening Fleet Size less ten percent to the Opening Fleet Size  plus ten percent without penalty or notice. The Fleet Size, in respect of Maintenance Charges calculations shall only be allowed  to exceed this range following either a revision of Schedule One agreed by SEV and DCL or on the first day of a DCL Financial  Year.     8.4 DCL shall first offer all Surplus Vehicles that DCL wishes to sell for sale to SEV. Any Surplus Vehicle purchased by SEV shall be  removed from DCL site within ten working days. Unless purchased by SEV, disposal of Surplus Vehicles shall be the  responsibility of DCL.     8.5 Notwithstanding any other term of this Agreement, DCL shall within a period of five months of the Commencement Date reduce the  number of MGV and LGV Vehicles in respect of which SEV is to provide Maintenance Services to a maximum of 52 Vehicles;     11

   ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     so as to enable SEV to undertake appropriate redundancy consultation and selection processes with those Transferring  Employees involved in the maintenance of such MGV and LGV Vehicles and where appropriate to effect the dismissal of  those Transferring Employees on the ground of redundancy.     9. DCL's Obligations     During the term of this Agreement, DCL shall:     9.1 pay SEV Additional Charges as required to ensure that any vehicle to be added to this Agreement after the Commencement  Date is in a roadworthy condition, including bodywork as described in Clause 4.12. and capable of passing a VOSA  inspection prior to inclusion in this Agreement;     9.2 use its reasonable endeavours to ensure the Vehicles are operated in accordance with the Vehicle manufacturers' instructions  and for the purposes for which they were designed;     9.3 use its reasonable endeavours to ensure that daily Vehicle checks, in accordance with the Code of Practice are completed (and  recorded daily in writing) and that tyre pressures, engine oil, coolant and windscreen washer fluid are maintained at  the correct levels and topped up if necessary;     9.4 replace, at both DCL and SEV discretion and where practical, any blown bulbs or fuses using spares provided by SEV on a  free of charge basis;     9.5 ensure that any faults or defects are reported without unnecessary delay to SEV using the procedure specified in the Contract  Procedure Manual;     9.6 to provide and make use of a Spare Vehicle in the event of a Vehicle being unavailable for operation due to Maintenance  Services;     9.7 if requested, in so far as is practical to do so, provide assistance to SEV to tow a Vehicle back to the Site or Place of Repair;





   9.8 ensure that no alterations, modifications, repairs or maintenance to the Vehicles that directly affects SEV obligations under  this Agreement, are carried out other than by SEV without prior consultation with SEV and such consent not to be  unreasonably withheld;     9.9 provide a valid road fund licencse for each Vehicle;     9.10 provide a safe working area at each Site in which SEV personnel may work on the Vehicles;     9.11 provide a safe working area where batteries can be cleaned without contamination of the water course;     9.12 provide a reasonable amount of electricity and water to SEV whilst working on the Vehicles on Site at no charge to SEV;     12





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     9.13 promptly notify SEV in writing in the event that a Vehicle is to be included within or removed from the scope of this  Agreement     10. Access to Premises     10.1 DCL shall allow SEV and authorised sub-contractors reasonable access to any premises controlled by DCL in order to  provide the Maintenance Services (the Premises) and to the extent necessary for SEV to provide the Maintenance  Services. The access shall be granted during the normal working hours for the relevant Premises. If access is required  outside the normal working hours for the relevant Premises, SEV shall arrange an appointment in advance with DCL.     10.2 SEV shall make sure that all of its employees, agents and sub contractors attending the Premises:     10.2.1 carry and keep visible suitable means of identification;     10.2.2 comply with reasonable regulations applying to conduct at the Premises.     10.2.3 comply with lawful directions given by authorised personnel of DCL relating to conduct on the Premises.     10.3 SEV shall be liable for any damage caused to the Premises by its employees, agents, sub-contractors and invitees.     10.4 Unless otherwise agreed, SEV shall be responsible for property which it brings onto the Premises and shall remove it from  the Premises when requested by DCL.     10.5 The use of the Premises is entirely at DCL's discretion and DCL may ask SEV to vacate the Premises or stop providing  Maintenance Service from Premises from time to time by giving SEV at least 30 days' written notice.     10.6 SEV shall not be liable for the failure to provide Maintenance Services due to being unable to gain access to Vehicles  through DCL exercising their rights under this Clause 10.     11. Transferring Employees     1l.1 DCL and SEV acknowledge and agree that, pursuant to the Regulations, the contracts of employment between DCL and the  Transferring Employees (except in so far as such contracts relate to any occupational pension scheme as defined in  Regulation 7 of the Regulations) will have effect after the Commencement Date as if originally made between SEV and the  Transferring Employees. SEV and/or any Permitted Sub-Contractor will make such pension provisions in respect of the  Transferring Employees as complies with its obligations under sections 257 and 258 Pensions Act 2004 and the regulations  under these sections, namely the Transfer of Employment (Pension Protection) Regulations 2005.     13





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.        11.2 DCL and SEV agree that the following provisions of this Clause 11 will apply irrespective of whether or not the Regulations  apply as a matter of law     11.3 All Employment Costs in relation to the Transferring Employees in respect of:     11.3.1 up to and including the Commencement Date (whether or not due for payment at that date) will be borne by DCL     11.3.2 after the Commencement Date up to and including the Termination Date will be borne by SEV;     and will if necessary be apportioned on a time basis between SEV and DCL     11.4 DCL will indemnify and will keep SEV indemnified in full against all Liabilities arising directly or indirectly in connection with.     11.4.1 the employment or termination of employment by DCL of any of the Transferring Employees (whether or not  terminated by notice and, if so terminated, whenever that notice expires) up to and including the Commencement  Date;     11.4.2 any act, omission or default of DCL up to and including the Commencement Date in respect of the employment by  DCL of the Transferring Employees;     11.4.3 DCL's failure to inform or consult as required under Regulation 10 and 10A of the Regulations except to the extent  that any such action or claim (or any part of such action or claim) arises from any failure by SEV to give DCL the  information required from SEV to enable DCL to comply with its obligations under Regulation 10(3) of the  Regulations;     11.4.4 any claim by a Transferring Employee that such person is entitled for any reason to take benefits not relating to old  age, invalidity or survivors pursuant to the terms of any pension scheme in which SEV is not then participating, or  pursuant to the Transferring Employee's terms and conditions of employment prior to the Commencement Date;     11.4.5 any claim by any trade union, staff association or staff body recognised by DCL in respect of all or any of the  Transferring Employees arising out of DCL's failure to comply with its legal obligations to such trade unions or  staff associations or bodies; and     11.4.6 any claim by any former, existing or future employee of DCL (other than the Transferring Employees) against SEV  concerning or relating to any matter whatever.     11.5 Subject to Clause 11.6. SEV will indemnify and keep DCL indemnified in full against all Liabilities arising directly or indirectly  in connection with:     11.5.1 any Employment Costs arising in relation to the Contracted Period in relation to the Employees;     14





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     11.5.2 the employment or termination of employment by SEV of any of the Employees (whether or not terminated by notice  and, if so terminated, whenever that notice expires); and     11.5.3 any act, omission or default of SEV in respect of the employment by SEV of the Employees.     11.6 SEV has indicated to DCL that following the Commencement Date, it will undertake a review of the provision of the  Maintenance Services and the services that SEV already provides to DCL, which are similar to the Maintenance Services,  and it is possible that headcount reductions may be necessary within its workforce as a result of that review. To the extent  that such headcount reductions are effected through compulsory redundancies which affect the Transferring Employees,  DCL understands that SEV will seek to establish that such redundancies are for an economic technical or organisational  reason entailing a change in the workforce. Accordingly, DCL agrees that (subject to Clause 11.7) in the event that SEV  terminates the employment of any of the Transferring Employees on the ground of redundancy and:-     11.6.1 the date on which the applicable redundancy notice is issued falls on or within a period of 6 months commencing on  and including the Commencement Date; and     11.6.2 a copy of such redundancy notice is served (in accordance with clause 32.1) upon DCL within the same period;     then DCL will reimburse the Redundancy Costs validly incurred by SEV in association with such termination(s) to SEV  within 14 days of receipt of an invoice from SEV detailing the name of the Transferring Employee, the effective date of  termination of their employment and the date and amount of any payment of the Redundancy Costs (including a  breakdown of PAYE deducted).     11.7 DCL will reimburse Redundancy Costs to SEV in accordance with Clause 11.6 up to a maximum total sum as set out in  Schedule Two (the Redundancy Cap). However, in the event that the basis of calculation of the Redundancy Costs  applicable to all or any of the Transferring Employees as stated in Schedule Two (the Anticipated Redundancy Costs) is  challenged (whether by one or more of the Transferring Employees or by any trade union, staff association or staff body  recognised by DCL or SEV in respect of all or any of the Transferring Employees) with the result that the Anticipated  Redundancy Costs are agreed by the parties or adjudged by a competent court or tribunal to be less than the actual  Redundancy Costs (the Actual Redundancy Costs), DCL agrees to forthwith pay to SEV in addition to the Anticipated  Redundancy Costs such sum as represents the difference between the Anticipated Redundancy Costs and the Actual  Redundancy Costs; provided that DCL's liability in respect of such difference shall not exceed the sum of [***]     [***]     11.8 SEV will for the purposes of its accounts and tax return consider whether any payment received from DCL under the terms of  Clause 11.6 can be treated as a non taxable income receipt with a claim being made for the Redundancy Costs as deductible  for corporation tax purposes. Provided SEV considers that there are reasonable grounds     15





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     for submitting its tax return on this basis then upon acceptance by the HM Revenue and Customs of this treatment or  upon expiry of the relevant time limit for the HM Revenue and Customs to raise enquiries in relation to the tax return  covering the provision of the Maintenance Services SEV will pay to DCL an amount equal to the reduction in the SEV's  corporation tax liability attributable to the deductibility of the Redundancy Costs within 14 days of such acceptance or  expiry.     11.9 SEV shall only terminate the employment of any Transferring Employees under Clause 11.6 in the event that headcount  reductions are necessary (as specified under Clause 11.6) and SEV has used all reasonable endeavours to try and find  alternative employment for such employees within SEV.     11.10 SEV hereby undertakes to DCL that it will comply with all relevant legislation and case law and will use best practice in any  redundancy process it undertakes in relation to the Transferring Employees where it intends to call upon or does call upon  DCL to reimburse any Redundancy Costs so as to ensure that such dismissals are fair and reasonable in all the  circumstances.     11.11 DCL acknowledges that SEV requested DCL to provide it with various employment details in relation to the Transferring  Employees as set out in Schedule Three (Transferring Employees Information) before: the Commencement Date DCL  used all reasonable endeavours to ensure that it provided SEV with all the Transferring Employees Information and  warrants that to the best of its knowledge and belief (having undertaken all reasonable investigations and conducted all  relevant enquiries) the Transferring Employees Information was true complete and accurate when given and remains true,  complete and accurate until the Commencement Date.     11.12 DCL acknowledges that SEV is relying on the warranty set out in Clause 11.11.     11.13 The rights and remedies of SEV in respect of any breach of the warranty set out in Clause 11.11 shall not be affected by  completion of the transfer of the Transferring Employees, by any knowledge of SEV or its advisers, by the rescission or  non-rescission of this Agreement, by any investigation made by or on behalf of SEV into the affairs of DCL or by SEV  failing to exercise or delaying the exercise of any of its rights or remedies.     11.14 SEV hereby warrants to DCL that as at the date of this Agreement no claim is contemplated against DCL in relation to clause  11.11     11.15 DCL shall subject to clause 11.16 indemnify and keep SEV indemnified against any Liabilities incurred by SEV during a period  of 12 months from the Commencement Date or any potential Liabilities of which SEV becomes aware during the period of  12 months from the Commencement Date as a result of a breach by DCL of the warranty set out in clause 11.11 provided  that:     11.15.1 SEV promptly notifies DCL of any allegation of loss or damage within a period of 12 months from the  Commencement Date.     16





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     11.15.2 SEV makes no admission or prejudicial statement without DCL's consent (such consent not to be unreasonably  withheld or delayed);     11.15.3 the parties conduct and settle all negotiations and proceedings in a manner which is mutually acceptable in the  circumstances, both parties acting reasonably in the circumstances; and     11.15.4 SEV complies with its common law duty to mitigate its losses.     11.16 DCL shall not be liable to SEV under the provisions of this clause 11 for indirect loss, consequential loss or loss of profits.     11.17 DCL and SEV acknowledge that DCL may, in the normal course of its business, acquire various undertakings during the term  of this Agreement (New Undertakings) which may consist of (amongst other things) vehicles and employees involved in  the maintenance and repair of such vehicles (New Employees). Accordingly, and in the event that;     (i) DCL completes the acquisition of a New Undertaking and becomes the employer of the New Employees;     (ii) DCL notifies SEV of its desire for SEV to provide such Maintenance Services in respect of such New Undertaking;     (iii) SEV is prepared to provide such Maintenance Services in accordance with the terms of this Agreement; and     (iv) the parties agree that the Now Employees are to be employed by SEV (whether in accordance with the Regulations or  otherwise as the case may be) in order to enable SEV to provide such Maintenance Services.     the parties agree to use all reasonable endeavors to effect and document the employment by SEV of the New Employees  (again whether in accordance with the Regulations or otherwise as the case may be) and the inclusion of the applicable  vehicles within the scope of this Agreement within such timescale as the parties may agree (both parties acting reasonably  in the circumstances). For the avoidance of doubt, the parties agree that;     11.17.1 where the New Employees are to transfer to SEV in accordance with the Regulations then the terms of such transfer  shall be in substantially the same form as that wording set out in this Agreement in respect of the Transferring  Employees; and     11.17.2 whether the New Employees are to be employed by SEV pursuant to the Regulations or otherwise the agreement  between SEV and DCL providing for their employment by SEV shell include provisions which are the same or  substantially the same as clauses 18, 19 and 20 of this Agreement.     17





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     12. Changes in Legislation     In the event of changes in legislation taking place during the Contracted Period that directly affects DCL Vehicles, SEV shall seek  a cost effective resolution and such costs incurred by SEV in, meeting the new legal requirements shall be met in full by DCL,  either through Additional Charges or a revision of Schedule One.     13. Warranties and Liability     13.1 SEV does not warrant that the Maintenance Services will cause Vehicles to operate without breakdown or interruption.     13.2 SEV warrants and represents to DCL that:     13.2.1 all written information and materials given by SEV to DCL are, when given and so far as SEV is aware at the time,  accurate in all material respects,     13.2.2 it has full right, power and authority to provide the Maintenance Services to DCL on the terms of this Agreement;     13.2.3 it will provide the Maintenance Services with the degree of skill, diligence, prudence, foresight and care which would  reasonably be expected from a skilled, experienced and properly resourced person providing similar services to  that of SEV in this Agreement in similar or the same circumstances, and     13.2.4 it will use all reasonable endeavours to make sure that, when complying with its obligations under this Agreement, it  does not unreasonably interfere with the activities of DCL, its members, employees or agents.     13.3 All warranties and representations shall, unless otherwise expressly stated, continue in full force and effect during the term  of this Agreement and shall survive termination.     13.4 Subject always to Clause 13.7, SEV shall indemnify DCL against all claims, demands, actions, costs and expenses (including  legal costs and disbursements) which DCL incurs directly or indirectly as a result of any act, omission or default of SEV, its  employees, officers, agents, sub-contractors, suppliers and invitees in respect of:     13.4.1 any breach of the warranties in Clause 13.2;     13.4.2 damage to real or personal property;     13.4.3 injury to persons, including injury resulting in death.     13.5 If and to the extent that a Vehicle breakdown is caused by SEV failure to meet its obligations described in Clause 2.1, SEV  shall (subject always to Clause 13.7) indemnify DCL against any costs directly associated with and attributable to the  breakdown in relation to the Vehicle concerned and the provision of a Spare Vehicle.     18





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     SEV's liability under this Clause 13.5 shall be SEV's entire liability to DCL in relation to a Vehicle which breaks down.     13.6 SEV's entire liability in respect of the sums payable pursuant to the indemnities contained in Clauses 13.4 and 13.5 shall be  limited to the annualised value of the Maintenance Charges calculated on the Commencement Date or the last anniversary  thereof, unless SEV is insured in respect of such liability, in which case SEV's liability under Clauses 13.4 and 13.5 shall be  limited to the extent of such cover.     13.7 Nothing in this Agreement shall limit either party's liability to the other for death or injury resulting from its own or its  employees', agents' or sub-contractors' negligence or fraudulent misrepresentation.     14. Amendments     Any provision of this Agreement may be amended with the written consent of both parties.     15. Duration of Agreement     This Agreement shall commence on the Commencement Date and shall continue for an initial period of five years until terminated  in the manner described in Clause 16 below.     16. Termination     16.1 Following expiry of the initial period described in Clause 15 above, DCL or SEV giving not less than six months notice in  writing may terminate this Agreement. In addition, DCL may terminate this Agreement with effect from the 3rd, 4th or 5th  anniversary of the Commencement Date by giving not less than six months notice in writing to SEV. During the notice  period, all Clauses and provisions of this Agreement shall remain in effect. Any defects in Vehicles notified to SEV by DCL  during the notice period shall be remedied prior to the end of this Agreement. If Schedule One has expired during the  notice period then all Maintenance Charges and Additional Charges shall be charged at the rates shown in the last  effective Schedule One increased in line with the last published Retail Price Index.     16.2 DCL or SEV may terminate this Agreement forthwith by notice in writing to the other if:     16.2.1 the other is in breach of this Agreement and shall have failed (where the breach is capable of remedy) to remedy the  breach within 14 days of the date of a request in writing from the party not in breach requiring the breach to be  remedied;     16.2.2 has a Receiver, Manager, Administrator or Administrative Receiver appointed over all or any part of its undertaking,  assets or income resolution for its     19





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     winding up or has a petition granted by any Court for its winding up or for an Administration Order.     16.3 DCL may terminate this Agreement with immediate effect if Dairy Crest and/or SEV (on behalf of Dairy Crest) receives more  than three PG9 Notices in relation to the Vehicles or a Vehicle in the preceding 6 month period specifically caused by SEV  failing to meet its obligations under this Agreement or in the event that SEV breaches the Codes Of Practice relevant to the  Maintenance Services more than 3 times in the preceding 6 month period.     16.4 SEV shall remain liable for the repairs described in Clause 4.12 identified by DCL for a period of thirteen weeks from the end  of the Contracted Period and shall provide such repairs on a free of charge basis.     16.5 From receipt of notice of termination of this Agreement. SEV agrees not to employ any person to work wholly or mainly in  the provision of the Maintenance Services without the consent of DCL or any Replacement Supplier having first been  obtained (provided that such consent is not unreasonably withheld or delayed).     16.6 All Employment Costs in relation to the Future Transferring Employees in respect of the period:     16.6.1 up to and including the Termination Date (whether or not due for payment at that date) will be borne by SEV;     16.6.2 after the Termination Date will be borne by DCL and/or any Replacement Supplier;     and will if necessary be apportioned on a time basis between SEV and DCL and/or any Replacement Supplier.     16.7 SEV shall take all such steps as shall be necessary to agree with DCL and/or any Replacement Supplier a plan for the orderly  hand-over of the Maintenance Services to DCL and/or any Replacement Supplier, such that the Maintenance Services or  Future Maintenance Services can be carried on with the minimum of interruption and inconvenience to DCL and/or any  Replacement Supplier and to effect such handover.     16.8 SEV shall with effect from the Termination Date, and until such time as the plan for the handover of the Services pursuant to  Clause 16.7 has been fully implemented, SEV agrees to continue the provision of the Maintenance Services to DCL in  accordance with the terms and conditions of this Agreement.     16.9 SEV shall with effect from the Termination Date immediately cease any publicity linking itself to, and any holding of itself out  as being in any way linked with, DCL.     16.10 Termination in accordance with this Clause 16 shall not prejudice or affect a right or action which has accrued to either  party.     20





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     16.11 Any provisions which expressly or by implication are necessary for the enforcement or interpretation of this Agreement  shall survive termination     17. Provision of Information at the Termination Date     17.1 Within 14 days of receipt of written notice from DCL in accordance with Clause 16 or as soon as reasonably practicable  thereafter SEV shall, subject to the appropriate confidentiality undertakings being given, and further subject to any  restrictions imposed by law including, without limitation, any obligation under the Data Protection Act 1998, provide DCL  with;     17.1.1 SEV's Provisional Future Transferring Employees List:     17.1.2 all material terms and conditions of employment relating to the employment of the persons listed on SEV's  Provisional Future Transferring Employees List and written job descriptions if such written job descriptions are in  place:     17.1.3 a list of all other Employees who are engaged, or have beer engaged during the preceding six months, in the  provision of the Maintenance Services, together with details of their roles and an explanation of why SEV does  not consider that they will transfer under the Regulations (for example because SEV does not consider that the  Regulations will apply at all or to them).        such information together being Staffing Information.     17.2 Where Staffing Information has been provided in accordance with Clause 17.1 and SEV makes or becomes aware of any  material changes or discovers material new information SEV shall notify DCL, in writing, upon any such change or  discovery.     17.3 SEV shall warrant and represent to DCL that to the best of its knowledge and belief any Staffing Information (including  copies thereof) shall be complete and accurate in all respects and shall be kept complete and accurate.     17.4 Fourteen (14) days prior to any Future Transfer Date, SEV shall provide DCL with SEV's Final Future Transferring Employees  List and shall warrant and represent that as at that Future Transfer Date:     17.4.1 SEV's Final Future Transferring Employees List shall be complete and accurate;     17.4.2 all the Future Transferring Employees are employed by SEV and no other person employed by SEV shall be working  in or assigned to the provision of the Maintenance Services; and     17.4.3 it shall have disclosed to DCL, all material terms and conditions of employment relating the Future Transferring  Employees.     17.5 From receipt of notice of termination of this Agreement; or in respect of the actual or proposed termination of SEV's  provision of some (but not all) of the Maintenance     21

   ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     Services, the date upon which either party notifies the other of such partial termination, SEV shall not, and will not, other than in  the ordinary course of business (to include but not limited to any steps considered necessary by SEV to ensure compliance with  the term of this Agreement) (or if not within the ordinary course of business. without the prior written consent of DCL, such  consent not to be unreasonably withheld or delayed):     17.5.1 replace a material number of the employees on SEV's Provisional Future Transferring Employees List, deploy or assign any  other person to perform the Maintenance Services or increase the number of such employees or terminate or give notice  to terminate the employment or contracts of any persons on SEV's Provisional Future Transferring Employees List; or     17.5.2 make, propose or permit any material changes to the terms and conditions of employment of any employees listed on  SEV's Provisional Future Transferring Employees List which may reasonably be viewed as detrimental from  an employer's perspective or     17.5.3 increase the proportion of working time spent on the Maintenance Services by any of the Employees without the prior  consent of DCL (which shall not be withheld unless the granting of consent would result in an increase in the overall  number of Employees to be transferred under the Regulations to DCL and/or a Replacement Supplier); or     17.5.4 introduce any new contractual or customary practice (including for the avoidance of couot any payments on termination of  employment) applicable to any person listed on SEV's Provisional Future Transferring Employees List,     and SEV will promptly notify DCL of the period of notice given (by SEV) or received (from any person listed on SEV's  Provisional Staff Future Transferring Employees or SEV's Final Future Transferring Employees List) regardless of when such





notice takes effect.     17.6 Where SEV proposes to effect or effects (whether in the ordinary course of business or otherwise) any changes envisaged under  Clause 17.5.2, SEV shall supply a copy and/or details of any such amendments at two monthly intervals prior to three (3) months  before the Future Transfer Date and at monthly intervals thereafter uo to the Future Transfer Date to DCL.     18. Application of the Regulations     18.1 SEV and DCL anticipate that the Regulations will apply in respect of the termination of the Agreement and the subsequent transfer of  the Maintenance Services to DCL and/or to a Replacement Supplier. However, should the Regulations not apply for whatever  reason, SEV and DCL agree to nevertheless act in accordance with, and be bound by, the Regulations.     22





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     18.2 With effect from the termination of this Agreement (for whatever reason), DCL shall procure the transfer of the Management Services  either from SEV to DCL or from SEV to any Replacement Supplier     18.3 In the event that the Regulations do apply, the provisions of Clause 20 shall apply.     18.4 If the Regulations do not apply, the provisions of Clause 19 shall apply.     19. If the Regulations do not apply at the Termination Date     19.1 If the Regulations do not apply to the full or partial termination or expiry of this Agreement (for any reason) then the provisions of  this Clause 19 shall apply.     19.2 DCL shall offer (or where applicable) procure that the Replacement Supplier offers employment to any employee of SEV who is wholly  or mainly assigned to work in the provision of the Maintenance Service immediately prior to the Termination Date (Future  Agreed Transferring Employees); such offer in each case to:     19.2.1 commence on the day immediately following the date on which the Agreement terminates,     19.2.2 be on terms no less favourable than the terms on which the Future Agreed Regulation Transferring Employees are  engaged by SEV immediately before the termination of this Agreement;     19.2.3 be made in writing and copied to SEV     20. If the Regulations do apply at the Termination Date     20.1 If the Regulations do apply to the full or partial termination or expiry of this Agreement (for any reason) then DCL and SEV  acknowledge and agree that, pursuant to the Regulations, the contracts of employment between SEV and the Future  Transferring Employees (except in so far as such contracts relate to any occupational pension scheme as defined in Regulation 7  of the Regulations) will have effect after the Termination Date as if originally made between the DCL and/or any Replacement  Supplier and the Future Transferring Employees.     20.2 DCL shall provide (or, if appropriate shall procure the provision by the Replacement Supplier of) such information as may be  requested by SEV in order to comply with its duties of information and consultation under the Regulations and under sections  259-261 of the Pensions Act 2004.     20.3 SEV will from the Termination Date keep DCL and/or any Replacement Supplier indemnified in full against all Liabilities arising directly  or indirectly in connection with:     20.3.1 SEV's failure to inform or consult as required under Regulation 10 of the Regulations except to the extent that any such  action or claim (or any part of     23





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     such action or claim) arises from any failure by DCL or any Replacement Supplier to give SEV the information required  from DCL or any Replacement Supplier to enable SEV to comply with its obligations under the Regulations;     20.3.2 any claim by a Future Transferring Employee that such person is entitled for any reason to take benefits (other than  benefits relating to old age, invalidity or survivorship) pursuant to the terms of any pension scheme in which DCL or  any Replacement Supplier is not then participating, or pursuant to the Future Transferring Employee's terms and  conditions of employment prior to Termination Date.     21. Step in rights     21.1 If SEV fails to provide part or all of the Maintenance Services in accordance with this Agreement in any material respect. DCL may  notify SEV that it intends to exercise its rights under this Clause 21. DCL agrees that it shall provide SEV with notice of its  intention to exercise this Clause and shall provide SEV with a reasonable opportunity to rectify the failure to provide  Maintenance Services to the satisfaction of Dairy Crest.     21.2 DCL shall notify SEV of the reasonable costs to be incurred by DCL in the event that this Clause 21 is exercised by DCL.     21.3 If SEV does not substantially remedy the failure within a reasonable period of the notice referred to in Clause 21.1 (not to exceed 15  days), DCL may itself provide or may employ and pay a third party supplier to provide the Maintenance Services or any part of  the Maintenance Services. DCL's reasonable costs in doing this may, at DCL's option, be deducted from any sums due to the  SEV or shall be recoverable from SEV by DCL as a debt.     21.4 To the extent to which the Maintenance Services are being provided by DCL or a third party supplier under Clause 21.3, SEV will be  relieved of its obligations to provide the Maintenance Services. SEV will not be liable for the acts or omissions of DCL or the  third party supplier in providing the Maintenance Services.     21.5 DCL shall permit SEV to resume delivery of the Maintenance Services once it is satisfied on reasonable grounds that SEV will be able  to resume delivery of the Maintenance Services in accordance with this Agreement.     21.6 SEV shall co-operate in all reasonable respects with DCL and any third party supplier engaged by DCL under this Clause.     22. Insurance     22.1 SEV shall maintain in force (at its own expense) for the term of this agreement and for six years after its termination:     24





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     22.1.1 employer's liability insurance for the minimum amount of £5 million to cover injury (including death) relating to the  provision of the Maintenance Services to DCL; and     22.1.2 comprehensive general liability insurance, including professional indemnity, public liability and product liability insurance,  for the minimum amount of £5 million to cover injury (including death), loss and damage relating to the provision of the  Maintenance Services to DCL.     22.2 The insurance policies referred to in Clause 22.1 shall be with a reputable insurer and shall not include unreasonable excesses which  are unusual for this type of insurance.     22.3 Within 14 calendar days of a request by DCL, SEV shall provide evidence of the insurances which it is obliged to maintain under  Clause 22.1.     23. Legal status     SEV is an independent contractor and nothing in this Agreement shall be deemed to constitute a partnership or any employment  relationship between the parties nor shall anything in this Agreement be deemed to constitute one party the agent of the other for any  purpose.     24. Force Majeure     24.1 SEV shall not be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but  not limited to fires, insurrection or riots, embargoes, inability to obtain supplies and raw materials due to strikes or market  shortages (acknowledged by DCL) affecting the relevant third party suppliers, or regulations of any civil or military authority (an  Event of Force Majeure).     24.2 If a default due to an Event of Force Majeure shall continue for more than eight wooks then the party not in default shall be entitled  to terminate this Agreement on giving written notice to the other party. Neither party shall have any liability to the other in  respect of the termination of this Agreement as a result of an Event of Force Majeure. However, any termination of this  Agreement shall not affect any liability of DCL to discharge any Maintenance Charges and/or Additional Charges outstanding  at that time.     25. Invalidity and Severability     Each of the provisions contained in this Agreement shall be construed as independent of every other such provision, so that if any  provision of this Agreement shall be found by any Court or administrative body of competent jurisdiction to be invalid or unenforceable  the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected  by such invalidity or unenforceability shall remain in full force and effect     25





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision that achieves  to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision     26. Assignment and sub-contractors     26.1 Neither party shall be entitled to assign the benefit of this Agreement without the prior written consent of the other party nor shall  such consent be unreasonably withheld.     26.2 SEV, with the consent of DCL and without incurring unnecessary expense, may sub-contract the performance of its obligations under  this Agreement or any part thereof and such consent will not be unreasonably withheld.     26.3 SEV shall not engage agents or sub-contractors to provide the Maintenance Services (or any material part of the Maintenance  Services) without DCL's prior consent and DCL's consent shall not be unreasonably withheld or delayed.     26.4 SEV shall remain responsible for obligations that are performed by agents or sub-contractors (and for the acts or omissions of agents  and sub-contractors) as if they were acts or omissions of SEV.     27. Value Added Tax     Save insofar as otherwise expressly provided, all amounts stated in this Agreement are expressed exclusive of value added tax and any  value added tax arising in respect of any supply made hereunder shall on the issue of a valid tax invoice in respect of the same be paid to  the party making such supply by the party to whom it is made in addition to any other consideration payable therefor.     28. Law and jurisdiction     This Agreement shall be governed by and construed in all respects in accordance with the law of England and Wales and both parties  submit to the exclusive jurisdiction of the English Courts.     29. Headings     Headings to Clauses in this Agreement are for the purposes of information and identification only and shall not be construed as forming  part of this Agreement.     30. Entire agreement     30.1 This Agreement, and the documents referred to in it, constitute the entire agreement and understanding of the parties and  extinguishes any prior drafts, and all previous     26





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     contracts, arrangements, representations, warranties of any nature whether or not in writing between the parties relating to its  subject matter     30.2 Each of the parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely  on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or  innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement     31. Third party rights     A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of  this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.     32. General     32.1 Notices between the parties relating to this Agreement shall be in writing and shall either be delivered personally or sent by first class  post or fax to the registered office for the time being of the recipient. Communications if delivered by hand shall be treated as  received when delivered, if sent by first class post 48 hours after posting, if sent by air-mail post 72 hours after posting and if  sent by fax when sent. Any notices that would be treated as received out of business hours (9.00 a.m. to 5.00 p.m Monday to  Friday, excluding bank holidays) shall be deemed given on the next business day (Monday to Friday, excluding bank holidays).     32.2 Except as expressly provided under this Agreement, the rights and remedies contained in this Agreement are cumulative and are not  exclusive of any other rights or remedies provided by law or otherwise.     32.3 A failure or delay by either party to exercise any right or remedy under this Agreement shall not be construed or operate as a waiver  of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or  remedy.     32.4 A waiver by either party of any breach of or default under this Agreement shall not be considered a waiver of a preceding or  subsequent breach or default.     32.5 A purported waiver or release under this Agreement is not effective unless it is a specific authorised written waiver or release.     27





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     SCHEDULE ONE     Effective 16 October 2005 to 31  March 2006     Opening Fleet Size: 2367     Maintenance Rate and Service Intervals:                                                         Vehicle   Type         Make/Model         Service Interval         Maintenance Rate                                                 Smith's Cabac/Consort                        EGV         W&E Rangemaster & 4/40                                 Electricars E/F model         13 weeks         [***] per week                                                Ford Fiesta Van                        COV         Ford Escort Van          13 weeks         [***] per week             Vauxhall Astra Van                                                                    Ford Transit <3.5t GVW                        SGV         LDV Convoy <3.5t GVW          13 weeks         [***] per week             Mercedes <3.5t GVW

s t





   28

MGV

Leyland DAF with Fridge   3501-/7500kgs         6 weeks A/B/C         [***] per week                                       MGV

Leyland DAF with T/L & Fridge   3501-7500kgs         6 weeks A/B/C         [***] per week                                       LGV

Leyland DAF with Fridge   7501-14740kgs         6 weeks A/B/C         [***] per week                                       LGV

Leyland DAF with T/L & Fridge   7501-14740kgs         6 weeks A/B/C         [***] per week                                       LGV

Leyland DAF with Fridge   14740-18000kgs         6 weeks A/B/C         [***] per week                                       LGV

Leyland DAF with T/L & Fridge   14740-18000kgs         6 weeks A/B/C         [***] per week





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     Age related Discounts/Surcharges for SGV, MGV & LGV:

   Additional Charges:







                    Age of Vehicle         Discount/Surcharge from Weekly Charge         Year 1         [***] discount



Year 2         [***] discount



Year 3         [***] discount



Year 4         NIL



Year 5         NIL



Year 6         NIL



Year 7         NIL



Year 8 onwards         [***] surcharge



            Provider          Time Period         Labour Rate         Transport Rate    Company         7am to 5pm Weekdays         [***] per hour         [***] per mile    Company         5pm to 7am Weekdays         [***] per hour         [***] per mile    Company         Saturday         [***] per hour         [***] per mile    Company         Sunday & Bank Holidays         [***] per hour         [***] per mile

      Provider         Invoice Value Plus         Min Mark-up         Max Mark-up    Sub-contractor         7.5%         [***]         [***]

    Authority Level         [***]         Without prior authorisation





29

   ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     SCHEDULE TWO     Transferring Employees





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     Redundancy Cap     The parties agree that the Redundancy Cap referred to in Clause 11.7 is [***]  [***]





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     APPENDIX     Code of Practice on Acceptable Standards of Maintenance     The Department of Transport accepts that many operators, particularly those new to the profession, are unaware of what is needed to meet the  required standards, and have issued, in consultation with representatives of the industry a Code of Practice to provide guidance for operators on  what is needed for good maintenance. The Code is entitled Guide to Maintaining Roadworthiness, and is published by HMSO.     The Preface to the Code repeats the caveat in the Department's Guide to Operator Licensing that the ultimate test of an operator's maintenance  system is the condition of his vehicles on the road.     It assures operators that if their maintenance systems accord with the Code they will be acceptable to Traffic Commissioners, providing the  resulting condition of their vehicles is satisfactory. However, it adds a rider that Traffic Commissioners remain free to require more stringent  arrangements than those which the operator proposes.     Advice contained in the code     The Code offers much sensible advice on what is acceptable. It thus fills the gap which previously existed between the legal requirement for safe  operation and the means by which this can be fulfilled. The Vehicle and Operator Services Agency (VOSA) is now much more specific than  hitherto about these means.     VOSA examiners have always been prepared to visit operators and advise them on their maintenance. The VOSA is now an Executive Agency with  a commercial remit, self funded by the fees it charges for inspections it provides for a commercial fee, courses for goods vehicle operators' staffs  responsible for inspecting vehicles.     The Code places considerable emphasis on regular inspections of vehicles, including a daily walkround check, the keeping of records of  inspections (Croners' Road Transport Operation: Records and Procedures gives valuable information on the types of records to be kept), and the  importance of driver defect reports (including the making of NIL Defects reports where appropriate).     The practice of keeping defect reports and records of inspection for 15 months is confirmed in the Code.     A clear indication is given that safety inspections should follow a pattern based on time, and that the interval of time between inspections should  be determined by operating conditions.     Operators are advised to own or have access to means of measuring braking efficiency. The VOSA is currently offering, on an experimental basis,  this facility to operators at some goods vehicle testing stations.     32





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     Maintenance Staff     Vehicle maintenance must be carried out by qualified maintenance staff so that the driver is well supported in his operational duties thus enabling  him to give maximum productivity during his working hours.     Fleet maintenance should be planned, with regular vehicle testing and inspection, to minimise breakdowns on the road and to assist maximum  vehicle utilisation.     The Driver's Responsibilities     The driver is the operator's representative and as such is responsible — with his employer — for any infringement of the law and he should  therefore have a working knowledge of the appropriate regulations.     Whatever the standards laid down by vehicle operators for maintenance and servicing, ultimately it is the driver who is responsible for reporting  on performances He, more than anyone else, handles the vehicle under load, which is the only time when a true test of vehicle performance can be  obtained. The driver, therefore, must ensure that he reports in good time, to the maintenance staff, any defects likely to infringe the law or affect  the safety requirements. For such purposes a Vehicle Defects Report Sheet should be supplied by the operator to his driver so that any  abnormalities can be recorded and dealt with as soon as possible.     The items for checking and reporting on the Defects Report Sheet are:     (a) fuel, oil and water     (b) brakes     (c) tyre condition and inflation pressures, spare wheel and jack     (d) wheel security, making sure that:     (i) all nuts and studs are tight     (ii) no nuts or studs are missing     (iii) no cracks are evident around wheel holes and where the centre joins the rim     (iv) where a wheel has been replaced recently the nuts are tight (these should be checked again after 30 minutes of the work being carried out)     Note: A vehicle should not be moved if any problems are found which should be reported immediately.     (e) driving mirrors, windscreen wipers and washers     (f) lights and reflectors     (g) stop-lights and direction indicators      (h) steering     33





  ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     (i) the tachograph instrument     (j) care and attention of batteries     (k) all controls within the cab (lighting controls and connections)     (l) water-cooling system and the use of anti-freeze     (m) fuel supply, checking and clearing air-locks (diesel fuel system)     (n) spray suppression equipment-around wheels     (o) sideguards and rear under-run guards     (p) cold starting procedure     (q) brake and light coupling systems (trailer and articulated vehicles)     (r) special equipment and controls used with tankers, tail-lifts, autocranes, etc.     (s) refrigeration systems and controls     (t) speed limiters.     Note. Headlamps, front and rear fog lamps, reversing lamps (if fitted) must be set so they do not cause dazzle to other road users Also, all  obligatory lamps and reflectors (including rear reflective markings) must be kept clean and in good working order.     34





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.

   35

                  SIGNED by MARK ARLEN    )         duly authorised for and on behalf of    )    /s/ Mark Arlen    DAIRY CREST LIMITED    )



                              SIGNED by STEPHEN FISHER    )



duly authorised for and on behalf of    )    /s/ S. Fisher    SEV GROUP LIMITED    )







     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     ADDENDUM TO     FLEET MAINTENANCE AGREEMENT

   Insert Additional Clause:     3.7 Notwithstanding Clause 6, SEV agrees that DCL may withhold the final monthly payment due to SEV in respect of a vehicle on hire from Lex  Vehicle Leasing t/a Business Partner (the Hirer) at the end of its contracted hire period to cover the cost of repairs or replacement that  should have been completed under the terms of this Fleet Maintenance Agreement so that it can be returned to the Hirer in good condition.  For the purposes of this Fleet Maintenance Agreement good condition means free from exterior or interior damage including dents,  scratches, damaged paintwork caused by any reason other than normal wear and tear.

            DATED         13 OCTOBER 2005                   DCL

DAIRY CREST LIMITED (Company no 2085882) whose registered office is at Claygate House, Littleworth Road, Esher,  Surrey KT10 9PN                   SEV

SEV GROUP LIMITED (company no 4463640) whose registered office is at Unit 95/2, Tanfield Lea Industrial Estate  North, Stanley, Co Durham, DH9 9NX

                          SIGNED by [NAME] RJR BETHAM    )         duly authorised for and on behalf of    )    /s/ R.J.R. Betham    DAIRY CREST LIMITED    )



               DATE 19-1-06



                              SIGNED by [NAME] S FISHER    )



duly authorised for and on behalf of    )    /s/ S. Fisher    SEV GROUP LIMITED    )











                   DATE 19-1-06 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
Example Output: 66244

Example Input: Exhibit 10.5

Reseller Agreement

This Agreement is made and entered into by and between 695014 B.C. Ltd. dba Galaxy Telecom, having a principal office at 200 - 375 Water Street, Vancouver, British Columbia V6B 5C6 Canada (Galaxy) and Galaxy Telnet SRL, having a principal office at Aleea Malinului, Nr. 11, Bl. D, Scara C, Apt. 43, Constanta, Judetul Constanta, Romania (Telnet) as of the 1s t day of June, 2004.

WHEREAS: Galaxy is a wholesale provider of Voice over Internet Protocol (VoIP) telephony and related services and products. Telnet is a provider of VoIP telephony and related services and products to Subscribers, as defined hereafter. Galaxy wishes to provide to Telnet and Telnet wishes to acquire from Galaxy VOIP related services and products from time to time for the purpose of providing them to Telnet's existing and future clients. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties covenant and agree with each other as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions In this agreement unless the context otherwise requires: Agreement means this agreement; Confidential Information means all information which one of the Parties will have access to or come into possession of which is confidential and proprietary to the other Party and which is either declared to be confidential or which the receiving Party should know, acting reasonably, is confidential or proprietary in nature and includes, but is not limited to, the terms and pricing for the Products and Services, all information contained on or accessible through the Partner Portal, as defined hereafter, any information disclosed by any third party which the third party is obligated to treat as confidential or proprietary to one of the Parties hereto, trade secrets, know-how, processes, standards, product specifications, marketing plans and techniques, cost and financial pricing figures, all client or customer information (including without limitation their names, financial information, address or telephone number), all systems software applications, all software/systems source and object code, data, documentation, program files, flow charts, and all operational procedures. Effective Date means the date first written above; Force Majeure shall include but not be limited to an Act of God, strike, lockout, labour dispute, act of a public enemy, war whether declared or undeclared, blockade, revolution, riot, insurrection, civil commotion, lightning, fire storms, flood, or other natural calamities, explosion, governmental restraint or restrictions, laws, regulations, orders, proclamations of any governmental entities, judgement or orders of any court of law, embargoes, unavailability of equipment and any other cause (other than a shortage or unavailability of funds) which is not reasonably within the control of the Party whose performance under this Agreement is affected by the cause; Partner Portal means Galaxy's web-based VoIP subscriber, management and business administration system; Party means either Galaxy or Telnet as is appropriate in context and Parties means both or either of Galaxy and Telnet as is appropriate in context; Product means one of and Products means some or all of the VoIP related devices offered for sale by Galaxy; Service means one of and Services means some or all of the VoIP services as listed in Schedule A attached hereto; Subscriber means a client of Telnet who is a consumer of the Products or Services as provided by Galaxy and sold by Telnet. 1.2 Currency All references to currency, unless otherwise specified, are to lawful money of the United States. 1.3 Headings The division of this Agreement into articles, sections, and/or subsections and the provision of headings for all or any of them are for convenience of reference only and shall not affect the interpretation of this Agreement. 1.4 Schedules The following schedules are attached to and form part of this Agreement: Schedule A Services and Products and Pricing Schedule B Tier 1 Subscriber Support





Schedule C Subscriber Contract Clauses Whenever any provision of any schedule to this Agreement conflicts with any provision in the body of this Agreement, the provision in the body of this Agreement shall prevail. References herein to a schedule shall mean a schedule of this Agreement. Reference in any schedule of this Agreement to an agreement shall mean this Agreement. 1.5 Usage In this Agreement, unless there is something in the subject matter or context inconsistent therewith: words importing the singular shall include the plural and vice versa; and words importing gender shall include masculine, feminine and neuter genders. 1.6 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, excluding its conflict-of-laws rules. The parties expressly disclaim the application of the United Nations' Uniform Convention for the Sale of Goods convention, to this Agreement.

2. RELATIONSHIP OF THE PARTIES 2.1 Non-Exclusive Reseller Subject to the terms and conditions of this Agreement, Galaxy hereby appoints Telnet as a non-exclusive authorized reseller of the Products and Services and Telnet hereby accepts the appointment. 2.2 Not a Partnership This Agreement does not and shall not be construed to create a partnership, joint venture, agency or any other business relationship which would authorize either Party to act on behalf of the other or to have any authority to create any liability or obligations on behalf of or in the name of the other. Each of the Parties is and will remain completely independent of the other. Telnet may indicate to the public that it is an authorized seller of Galaxy Services and it may advertise Products and Services under Galaxy trademarks, logos, and symbols as provided for in this Agreement, but under no circumstances shall it represent itself to be an associate, franchisee, representative, servant or agent of Galaxy.

3. TELNET OBLIGATIONS 3.1 Marketing and Sales Telnet shall be responsible for promoting, marketing and selling those Products and Services it offers for sale or distribution and it shall use its reasonable best efforts to do so; Telnet may market and sell the Services as being Telnet services or as Galaxy services being provided by Telnet. 3.2 Business Expenses Telnet shall be responsible for all expenses it incurs from its business activities associated with the marketing, promotion, sale and support of the Products and Services, including, but not limited to, those expenses related to the installation and activation of Products and Services. 3.3 Pricing Structure & Levels Telnet shall, in its sole discretion, set the prices it charges for the Products and Services it sells or distributes and the manner, if any, in which it bundles or combines them. 3.4 Qualified Sales and Marketing Representatives Telnet covenants that all of its employees, agents and representatives who promote, market and sell the Products and Services will be fully qualified in and knowledgeable of the Products and Services. 3.5 Terms of Service Telnet shall include those terms set out in Schedule C as a term in each Subscriber agreement for Services. 3.6 Subscriber Support Telnet shall maintain a first line of response, known within the telephony industry as a Tier 1 Subscriber help-desk and support function, as further defined in Schedule B, as is required to maintain Subscriber satisfaction at or above industry standards. 3.7 Government Authorizations Telnet shall obtain and maintain in good standing all licenses, permits and other governmental approvals and authorizations required in connection with implementation of this Agreement and the sale of Products and Services, including without limitation, business licenses, import licenses and foreign exchange permits. Telnet shall keep Galaxy apprised of any change in the status of the licenses, permits and approvals and authorizations as are referred to in subsection 3.7(a) which may materially affect the implementation of this Agreement. 3.8 Notification of Infringement Telnet shall notify Galaxy immediately of any actual, suspected or alleged infringement of Galaxy trademarks, or copyrights that it





becomes aware of.

4. TELNET RECORDS 4.1 Maintain Records Telnet shall maintain complete and, to the best of its ability, accurate records on the Partner Portal (the Records) of all Subscribers, including: (a) Name, location, contact information and date of activation; (b) Products purchased, including model and serial number and date of activation; (c) Services subscribed; including date of activation; and All service calls relating to Products or Services, showing Subscriber information, date and nature of call, Telnet response, service work performed and such other information as Galaxy may reasonably request. 4.2 Ownership and Privacy of Records Galaxy shall own the Records, but it shall use the information contained therein only as allowed by the terms and conditions and intent of this Agreement. Galaxy shall treat the Records as Confidential Information and it shall not provide to or allow access by any third party except as required or allowed by this Agreement. 4.3 911 Call Response Service Galaxy shall have the right to disclose Records to any third party providing emergency call response service to Subscribers as are required by such third party in order to provide the service.

5. GALAXY RESPONSIBILITIES Services and Products Subject to the terms and conditions of this Agreement, Galaxy shall provide the Products and Services to Telnet. 5.2 Network Galaxy shall establish a Telnet account within the Partner Portal and, subject to the terms and conditions of this Agreement, it shall provide Telnet with access thereto. 5.3 Materials Galaxy shall provide Telnet with access to electronic copies of sales and technical materials, user manuals, installation manuals and brochures and catalogues relating to the Products and Services which Galaxy has electronic versions of and which it, in its absolute discretion, is of the opinion are relevant. 5.4 Supporting Information Galaxy shall make available to Telnet such technical and commercial information which Galaxy has or which comes into Galaxy's possession and which, in Galaxy's opinion, may be of assistance to Telnet in selling and supporting the Products and Services. 5.5 Tier 2 Support  Galaxy shall provide Tier 2 technical support to Telnet which would include assistance with any technical issues related to the Services and Products that could not be resolved by Telnet's Tier 1 Subscriber support personnel.

6. PRODUCTS 6.1 Approved Products Galaxy shall, at its sole discretion, determine the technical specifications and the brand and model of those devices which it will support in providing the Services and chooses to offer as Products; Telnet shall purchase from Galaxy all devices or Products used or to be used by it to enable the provisioning of the Services pursuant to this Agreement and Galaxy shall be required to support only those devices actually purchased from Galaxy by Telnet; Notwithstanding section 6.1(b), Telnet may request from Galaxy that it enable and support devices other than Products acquired by Telnet from Galaxy, and Galaxy shall not unreasonably refuse such request; and Galaxy shall have the right, at its sole discretion, to change the Products by discontinuing or adding new devices to the Products offered and by changing manufacturers, brands, models or technical or software specifications of any of them. 6.2 Pricing Prices for Products shall be as quoted at the time of order by Telnet and are subject to change at any time; Prices quoted shall be for the Products only and shall not include applicable taxes and shipping, insurance, expedition, import/export, brokerage and other fees, which shall be in addition to the quoted Product prices. 6.3 Ordering All Telnet orders of Products are subject to acceptance by Galaxy (upon acceptance, the Order). Galaxy shall have the right to not accept an order of Products from Telnet, in whole or in part, if Telnet is in breach of any term or condition of this Agreement;





Unless specifically agreed otherwise and stated in writing, the terms of this Agreement shall supersede the terms of any Order; 6.4 Payment Telnet shall pay (the Product Payment ) for an Order, using a payment method acceptable to Galaxy, prior to shipment of the Order by Galaxy; If Telnet falls into arrears on its account for Services, Galaxy shall have the right to apply any Product Payment, in whole or in part, to Telnet's account for Services and any Product Payment so transferred shall be deemed to be a payment for Services, not Products, and Galaxy shall have no further obligation to deliver the Products which such funds were originally payment for. 6.5 Delivery Galaxy shall, subject to availability, use all reasonable effort to deliver the Order within a reasonable time from the date of the Order; Galaxy shall have the right to suspend or stop delivery of an Order, in whole or in part, if Telnet is in breach of any of the terms and conditions of this Agreement, and, if Galaxy elects to stop delivery pursuant to this section, it shall deem such Order to be an inventory return subject to section 6.7. 6.6 Order Substitution Subject to obtaining Telnet's approval for any price changes, Galaxy shall have the right to deliver a different Product of equal or greater technical capability in place of the Order. 6.7 Inventory Returns Galaxy may, at its sole discretion, accept the return, in whole or in part, of an Order and, if it elects to do so, Telnet shall pay a restocking fee of 25% of the original purchase price of the returned Product or Products. 6.8 Warranty Unless specifically stated otherwise, Galaxy makes no warranty or guarantee, express or implied, including any implied warranty of merchantability or fitness for a particular purpose, with regard to the Products. All warranties with regard to the Products shall be those of the original equipment manufacturer only.

7. SERVICES 7.1 Available Services Listed in Schedule A is a list of the Services which are available to Telnet as of the Effective Date. 7.2 Change to Services Galaxy reserves the right to, at its sole discretion, to add, delete or change any of the Services from time to time. 7.3 Provision of Service Upon Telnet's activation of a Subscriber account, Galaxy shall, subject to the terms and conditions of this Agreement, provide the requested Services to Subscriber on behalf of Telnet; Subject to section 13.2, if Telnet is in breach of any of the terms and conditions of this Agreement, Galaxy shall have the right to suspend or terminate delivery of the Services, in whole or in part, to Telnet and the Subscribers. 7.4 Communication of Termination Galaxy may, at its sole and absolute discretion, provide long distance termination through one or more termination partners. Galaxy shall have the right, at its sole discretion, to reroute the communication traffic originating from Telnet or Subscribers between Galaxy's different termination partners. 7.5 411 and 911 Service Galaxy shall arrange with third parties for the provision of: 411 directory assistance service; and 911 emergency call response service, which services will be provided through Galaxy as part of the Services. 7.6 Prices The prices charged by Galaxy to Telnet for each of the Services (the Service Prices) shall be as listed in Schedule A; Galaxy shall have the right, but not the obligation, to: during the term of this Agreement, adjust any of the Service Prices by an amount that is proportionate with any changes to Galaxy's direct third party costs in providing the related Services; at the time of any renewal of this Agreement, adjust the Service Prices as it, in its absolute discretion, determines provided it has given written notice to Telnet of such price changes a minimum of 60 days in advance of the renewal. Prices for long distance termination shall be as posted on the Partner Portal and Telnet understands and agrees that, other than for those destinations noted in Schedule A as being fixed in price for the term of this Agreement, such prices are variable and subject





to change without notice. 7.7 Billing For Services Galaxy shall invoice Telnet once per month for the Services delivered, termination fees, 411 directory assistance and 911 emergency call service fees and any other fees or billings chargeable to Telnet; Galaxy shall deliver each invoice to Telnet's account in the Partner Portal; and Telnet shall give notice to Galaxy of all errors and inaccuracies in an invoice within 15 days of receipt by Telnet of the invoice at issue. Thereafter, Telnet will be deemed to have agreed with the accuracy of the invoice. 7.8 Payment of Services Invoice Telnet hereby covenants to pay all invoices rendered to its account by Galaxy within 15 days of the date of invoice; Interest shall accrue on overdue accounts at the rate of 1.5% per month calculated and payable from the date of invoice until the date of payment in full of the overdue amount. 7.9 Warranty Galaxy does not guarantee the integrity of data transmitted using the Products and Services or that the Products and Services will operate uninterrupted or error-free, including, without limitation, the degradation of voice transmission quality and the failure of an incoming or outgoing call, including emergency calls (911 or equivalent), to be connected or completed.

8. LIMITATION OF REMEDIES AND LIABILITY 8.1 Telnet's Exclusive Remedies  Telnet's sole and exclusive remedies concerning Galaxy's performance or non-performance in any matter related to this Agreement or the provisioning of the Services or Products are limited to those expressly stated in this Agreement. 8.2 Limitation of Galaxy Liability Galaxy shall have no liability to Telnet, whether in contract, tort (including negligence), strict liability or otherwise, for any special, indirect or consequential damages or for lost profits, in any matter related to this Agreement, including but not limited to any delay or failure by Galaxy to furnish, deliver or provide Products or Services; Galaxy's liability in any matter related to Product shall be limited to the purchase price paid by Telnet for the Product with respect to which such liability relates; Galaxy's liability in any matter related to Services shall be limited to the fee paid by Telnet for the Service with respect to which the liability relates in the month or months in which the event giving rise to the liability occurred. 8.3 Liability Upon Termination of Agreement Neither Party shall be liable to the other for any damages or compensation in connection with termination of this Agreement including, without limitation, for loss of profits, loss of investment or expenditures made in reliance on this Agreement or loss of goodwill. 8.4 Force Majeure  Neither party will be liable to the other for any delay or failure to perform if that delay or failure results from a cause beyond its reasonable control. 8.5 Telnet's Indemnity  Telnet agrees to indemnify Galaxy (and any business entity controlled by it, controlling it or under common control with it) and save them harmless from any claim made against any of them, directly or indirectly, by a Subscriber or resulting from: (i) any promise or commitment that Telnet may have made purportedly on Galaxy's behalf in violation of this Agreement; or (ii) from any breach by Telnet or Telnet's employees with respect to Telnet's obligations under this Agreement. 8.6 Limitation of Privacy  The Products and Services utilize, in whole or in part, the public Internet and third party networks to transmit voice and other communications. Galaxy shall not be liable to Telnet for any loss or damages caused by or related to a lack of privacy which may be experienced as a result of use of the Products and Services.

9. USE OF NAME, LOGOS, TRADEMARKS AND LICENSED MATERIALS 9.1 News Releases Neither Party will use the name of the other in any news release, public announcement, advertisement or other form of publicity, without the prior written consent of the other Party. 9.2 Ownership and Use of Galaxy Trade Marks Telnet acknowledges Galaxy's exclusive ownership of the Galaxy name and logo as well as certain other trademarks and trade names which Galaxy uses in connection with the Products and Services (the Trademarked Material) and agrees that Telnet will not acquire any interest in any of the Trademarked Material by virtue of this Agreement or anything done pursuant to it; While this Agreement is in effect, Telnet may indicate to the public its status of being an authorized seller of the Galaxy Products





and Services; Except with the prior written consent of Galaxy, Telnet will not adopt or use any of the Trademarked Material, in whole or in part, or any confusingly similar word or symbol, as part of Telnet's name or, to the extent Telnet has knowledge of such use and the power to prevent such use, allow others to use the Trademarked Material; Nothing in this Agreement contains any transfer or license to Telnet of any Trademarked Material or other proprietary rights. 9.3 Review and Approval of Uses  Galaxy shall have the right to review any use by Telnet of the Trademarked Material and to approve or disapprove, in its absolute discretion, Telnet's use of it and if Galaxy disapproves of Telnet's use of Trademarked Material, Telnet shall not use the Trademarked Material for such use. Telnet shall, at Galaxy's request, provide to Galaxy a copy of anything which Telnet is using or may use and which contains the Trademarked Material; Telnet must adhere to Galaxy's standards of use in respect to any of the Trademarked Material. Among other things, Telnet will be required to indicate explicitly Galaxy's ownership of the name or mark. 9.4 No Removal of Logos, Trademarks & Notices Unless Telnet first obtains express written consent from Galaxy, Telnet will not remove or alter any patent numbers, trade names, trademarks, copyright or other proprietary notices, serial numbers, labels, tags or other identifying marks, symbols or legends affixed to or included with any Product or portion thereof, whether on packaging, media, presentations or otherwise, or any related materials provided to Telnet by Galaxy.

10. TERM AND TERMINATION 10.1 Term of the Agreement The initial term of this Agreement will be for two (2) year(s) commencing on the Effective Date. Thereafter, this agreement will renew automatically from year to year unless cancelled in writing by either Party giving the other written notice of such cancellation a minimum of 60 days before the end of the then current term. 10.2 Termination for Default Subject to section 13.2, either Party may terminate this Agreement, effective immediately, if the other commits a material breach of it, commits any material fraudulent act in performing any of its obligations or makes any material misrepresentation to the other or commits an act of malfeasance or misfeasance in the performance of its or his duties or is unable or unwilling to perform its obligations and duties under this Agreement which circumstances will include, but not be limited to: If a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any of its assets; or If it files for relief under any applicable bankruptcy laws. 10.3 Obligations Upon Termination Upon expiration or termination of this Agreement: (a) Telnet shall immediately: stop representing itself as a seller of the Products and Services and marketing and selling the Products and Services; discontinue using the Trademarked Materials; and return to Galaxy all Galaxy sales and technical materials and other Galaxy literature; Galaxy shall deliver pending Orders per the terms of such Orders; and all amounts due from each party to the other shall become immediately due and payable. 10.4 Inventory Returns Upon termination of this Agreement, Galaxy may, at its sole discretion accept inventory returns of Products. If Galaxy accepts inventory returns, Telnet shall pay a restocking fee of twenty-five percent (25%) of the original billing amount for the returned inventory. 10.5 Subscribers If this Agreement is terminated pursuant to section 10.2, Galaxy shall have the right to contact Subscribers directly and solicit such Subscribers to become subscribers of Galaxy, an affiliate thereof or of another client of Galaxy's.

11. CONFIDENTIALITY 11.1 Confidential Information Each of the Parties acknowledges that in the course of their relationship pursuant to this Agreement, each (the Receiving Party) will have access to or come into possession of Confidential Information of the other Party (the Disclosing Party) and that the disclosure of such Confidential Information to third parties or to the general public would be detrimental to the best interests and business of the Disclosing Party.





11.2 Exceptions to Confidential Information Notwithstanding the definition of Confidential Information and the provisions of section 11.1, Confidential Information does not include information or data, which the Receiving Party can prove, on a balance of probabilities, is or was: publicly known at the time of disclosure; already known by the Receiving Party at the time it receives the information; provided to the Receiving Party by a third party that is not under obligation to keep such information confidential; or independently developed by the Receiving Party without use of any Confidential Information of the Disclosing Party. 11.3 Limitations on Use The Receiving Party will not, during the term of this Agreement or at any time thereafter: disclose any Confidential Information to any person; use or exploit, directly or indirectly, the Confidential Information for any purpose other than the proper purposes of the Disclosing Party; or disclose for any purpose, other than those of the Disclosing Party, the private affairs of the Disclosing Party or any other information which the Receiving Party may acquire during the term of the Agreement with respect to the business and affairs of the Disclosing Party, whether acquired in the course of carrying out the Agreement or incidentally. 11.4 Required Disclosure Notwithstanding the foregoing, the Receiving Party will be entitled to disclose Confidential Information if required by law provided that the Receiving Party will promptly notify the Disclosing Party, consult with the Disclosing Party and cooperate with the Disclosing Party in any attempt to enjoin, to resist or narrow such disclosure or to obtain an order or other assurance that such information will be accorded confidential treatment. 11.5 Survival of Confidentiality All covenants of confidentiality herein shall survive the term of this agreement by three (3) additional years counting from the date of termination of this Agreement.

12. EXCLUSION FROM TERRITORIES 12.1 Right to Exclude Subject to section 12.2 Galaxy reserves the right to grant to any other person an exclusive territory (the Territory) for the marketing, sales and distribution of the Services and, from that date which is 30 days after the date upon which Galaxy delivers notice in writing to Telnet of such grant of exclusivity over a Territory (the Exclusion Date), Telnet shall not sell, distribute or market the Services within the Territory. However, Telnet shall be entitled to continue to sell the Services to any Subscriber resident within the Territory who became a Subscriber prior to the Exclusion Date. 12.2 Territories From Which Telnet May Not Be Excluded During the term of this Agreement, Telnet may not be excluded pursuant to section 12.1, from the following areas: (a) Romania.

13. MISCELLANEOUS 13.1 No Waiver The failure by either Party to enforce or take advantage of any of the provisions of this Agreement shall not constitute nor be construed as a waiver of such provisions or of the right subsequently to enforce or take advantage of each and every such provision. 13.2 Default If either of the Parties should be in default (the Defaulting Party) of any obligation or requirement under this Agreement, the Party affected may give written notice to the Defaulting Party specifying the default and will give the Defaulting Party a grace period of 30 days (the Grace Period) to cure such default or to take such reasonable steps to cure without undue delay such default prior to seeking any remedy it may have on account of such default. The Defaulting Party shall lose no rights under this Agreement if it cures the stated default within the Grace Period. 13.3 Disputes Galaxy and Telnet will attempt to settle any claim or controversy relating to this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation. If those attempts fail, then a mutually acceptable mediator, chosen by Galaxy and Telnet within forty-five (45) days after written notice from one of the parties to the other, demanding mediation, will mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Galaxy and Telnet will share the costs of the mediation equally and each shall bear its own costs. Any dispute which the parties cannot resolve between themselves through negotiation or mediation within ninety (90) days after the date of the initial demand for mediation may then be submitted to the courts for final resolution. Nothing in this paragraph will prevent either party from resorting to judicial proceedings if:





good faith efforts to resolve the dispute under these procedures have been unsuccessful; or interim relief from a court is necessary to prevent serious and irreparable injury to one party or to others. 13.4 Notices Any formal notice between the Parties hereto will be in writing and will be either personally delivered or sent by facsimile or by registered mail to the appropriate party or parties at the address noted for that party on the first page of this Agreement, or such other address as may be designated by a party in a written notice sent to the other parties in accordance with this paragraph. Any notice or other communication will be effective seven calendar days from the day that it was sent, or if given by personal delivery or facsimile, the day following its receipt. 13.5 Assignment Neither party may assign this Agreement without the prior written consent of the other. However, Telnet agrees that Galaxy may assign this entire Agreement to an affiliate or sell, transfer or assign any account receivable under it to a financing institution to enforce the Galaxy's rights to receive payment from Telnet. This Agreement will be binding upon any authorized assignee or successor of Telnet or Galaxy. 13.6 Compliance with Law Each of the Parties agrees to comply with all applicable laws, rules and regulations of the jurisdictions in which it operates and to do nothing to cause the other to violate the law, rules and regulations of those jurisdictions. If this Agreement or the performance hereof, is determined to be contrary of the laws, rules or regulations of the Territory or of Canada, this Agreement will automatically terminate subject the terms of Termination outlined in this Agreement.

14. GENERAL 14.1 Entire Agreement  This Agreement and all documents contemplated by or delivered under or in connection with this Agreement constitute the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersede all prior agreements, negotiations, discussions, undertakings, representations, warranties and understandings, whether written or oral, express or implied, statutory or otherwise.  14.2 Amendment No amendment, supplement, restatement or termination of any provision of this Agreement is binding upon the Parties hereto unless it is in writing and signed by an authorized representative of each Party to this Agreement at the time of the amendment, supplement, restatement or termination.  14.3 Severability If any provision or any portion of any provision of this Agreement shall be held unlawful or unenforceable, the balance of such provision and all other provisions hereof shall nonetheless in all respects remain binding and effective and shall be construed in full force and effect to the extent lawfully permissible. 14.4 Time of Essence Time is of the essence in the performance of the terms and conditions of this Agreement. 14.5 Enurement This Agreement enures to the benefit of and binds the Parties and their respective heirs, executors, administrators, successors and permitted assigns. 14.6 Counterpart Signature and Facsimile Delivery This Agreement may be executed in two or more counterparts and may be delivered by facsimile, each of which will be deemed to be an original and all of which will constitute one agreement, effective as of the reference date given above.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above:

695014 B.C. LTD.   GALAXY TELNET SRL

Per: Peter Wiggans   Per: Michael Stunden

  Authorized Signatory     Authorized Signatory

  Peter Wiggans     Michael Stunden

  (Print name)     (Print name)

Title: Chief Operating Officer   Title: Chief Financial Officer







SCHEDULE A





SCHEDULE A PARTNER PRICING Galaxy Telnet

Table 1

  Business Partner Pricing

VoIP Services One-Time Fee Monthly Service Fee

VoIP Connectivity (per port charge)

Includes: Unlimited VoIP calls, VoIP Caller ID, Call waiting, Basic voicemail

$9.95 $5.95

VoIP Connectivity - Commpanion Galaxy Telecom Brand

With i-box subscription

Includes: Unlimited VoIP calls, VoIP Caller ID, Call waiting, Basic voicemail, 3-way Calling, Call forwarding, Do not disturb, Call hold, Auto answer, Call ignore, Call go to voicemail, Redial, Mute

$19.95 $1.95

VoIP Connectivity - i-box Commpanion Galaxy Telecom Brand

Stand alone subscription

Includes: Unlimited VoIP calls, VoIP Caller ID, Call waiting, Basic voicemail, 3-way Calling, Call forwarding, Do not disturb, Call hold, Auto answer, Call ignore, Call go to voicemail, Redial, Mute

$19.95 $5.95

VoIP to VoIP Termination included included

VoIP to PSTN Termination (Long distance) included See Current Published Rates

Basic Voicemail Service included included

i-box CommCenter - Enhanced Voicemail

Includes: Web interface, call forwarding, do not disturb, speed dial, call logs, email message notify management, time zone control, profile management, greeting management and password control

included $2.00

Services

Partner Portal included included

Partner Portal Back-Office (API) included included

Special Accounts

Demonstration Accounts See note 3 free free





Employee only Accounts See note 3 free $1.95

Promotion Accounts

TBD Special Special

Phone Numbers

Direct Inward Dial (DID) - Canada $250 one time fee per order

see note 1

$3.00

Direct Inward Dial (DID) - USA $250 one time fee per order

see note 1

$2.50

Toll Free Dial (1-8XX) - Canada/USA $2.50 $2.50 plus usage ($.05 avg.)

Use existing phone number see note 2 $10.00 $3.00

Bundles & Calling Zones

Monthly 250 North America minute bundle n/a $2.95

Monthly 500 North America minute bundle n/a $5.95

Monthly 750 North America minute bundle n/a $8.95

Monthly 1000 North America minute bundle n/a $11.95

Local Calling Zone

On-net locations only

Includes: 750 minutes inbound and outbound local calls. Requires DID. Subscriber must reside in Local Calling area.

included $6.95

Virtual Calling Zone

On-net locations only

Includes: 750 minutes inbound calls from virtual calling area. Requires DID Applies to North America-based subscribers only.

See note 4

included $6.95

Custom Calling Zone

Off-net locations

Custom Quote Custom Quote

Note 1 Not available in all areas, see Table 3, 25 DID number block minimum Note 2 Not available in all areas see Table 3 Note 3 Quantity to be agreed between parties, Long distance charges apply Note 4 Unlimited calling FROM Virtual Calling Zone only. Long distance charges apply when calling to VCZ.









Table 2 i-box Commpanion Telecom Branded Version

Licenses i-box CommPanion Additional 500 Licenses $7,000 $14.00 ea 1,350 Licenses $14,000 $10.50 ea 2,500 Licenses $21,000 $8.40 ea 3,650 Licenses $28,000 $7.70 ea 5,000 Licenses $35,000 $7.00 ea 6,700 Licenses $42,000 $6.30 ea 8,750 Licenses $49,000 $5.60 ea 11,500 Licenses $56,000 $4.90 ea 15,000 Licenses $63,000 $4.20 ea 20,000 Licenses $70,000 $3.50 ea

Note 1 Co-Branding one time charge $1,350.00





Table 3 Galaxy Telecom On-net locations

Canada Province City Alberta Calgary Edmonton British Columbia Vancouver Victoria Kelowna Whistler Abbotsford Manitoba Winnipeg Nova Scotia Halifax Ontario Toronto Ottawa Hamilton Windsor Kitchener London Guelph Kingston Oshawa St. Catherines Waterloo Hespeler Quebec Montreal Quebec City Saskatchewan Regina

USA State City Alabama Birmingham Arizona Phoenix California Los Angeles San Diego San Francisco Colorado Denver Florida Gainesville Miami Orlando Tampa Georgia Atlanta Illinois Chicago Indiana Indianapolis Maryland Baltimore Michigan Detroit Minnesota Minneapolis Missouri Kansas City St Louis New York New York City North Carolina Charlotte Fayetteville Greensboro Raleigh Ohio Cincinnati Cleveland Dayton





Oregon Portland Pennsylvania Philadelphia Tennessee Nashville Texas Dallas Austin Houston San Antonio Utah Salt lake City Virginia Culpepper Washington Seattle Washington DC Washington DC





SCHEDULE B TIER 1 SUBSCRIBER SUPPORT

Under this Agreement the Telnet is required to maintain Tier 1 Subscriber Support (the Subscriber Support) functioning as initial response for any direct Subscriber inquiries. Galaxy will provide Tier 2 technical support for technical inquiries from qualified resellers only. The Criteria for the Subscriber Support are as follows: Subscriber Satisfaction Telnet will use its best efforts to ensure that Subscribers achieve the highest levels of satisfaction with the Services delivered by Telnet. Telnet shall notify Galaxy immediately of any complaints by Subscribers, whether they involve sales, Service, Performance or other issues. Galaxy shall use Subscriber satisfaction surveys, field Service reports, and random audits, as it deems necessary to determine if the appropriate levels of Subscriber satisfaction are achieved. If Galaxy determines that an inappropriate level of Subscriber dissatisfaction exists, Galaxy and Telnet shall put in place an action plan as approved by Galaxy to continually improve and maintain Subscriber satisfaction levels. Staff Subscriber Support shall be staffed by fully qualified and trained personnel as per the following criteria: 1. Training Telnet shall maintain technically qualified Service personnel and use its best efforts to service Telnet subscribers in the Territory. 2. Technical Team (a) Language Capabilities Telnet shall employ at least one lead Service engineer who is fluent in English who will be responsible for communicating with Galaxy's technical staff and who can accurately translate all technical documentation from English. Service Staff Upon execution of this Agreement and annually thereafter, Telnet shall furnish Galaxy with a list of its Service management and other technical staff qualified to support Galaxy Services. (c) Help Desk Telnet shall ensure that the personnel staffing the Subscriber help desk, as set out in section 3.6, shall have a sufficient working knowledge of: networking in a TCP/IP WAN/LAN environment; configuring and maintaining network equipment; relevant operating systems (Macintosh, Windows, Linux); and both written and spoken English,. to be able to provide effective help to Subscribers, communicate and work with Galaxy's Tier 2 help desk to address those Subscriber issues which Telnet's help desk are unable to resolve and to communicate and work with Galaxy with regard to technical issues.

SCHEDULE C





SCHEDULE C SUBSCRIBER CONTRACT CLAUSES

Telnet shall include as a term of any agreement between itself and a Subscriber with respect to any of the Services, the relevant clauses of the following: General

The Subscriber will not use the Service for any purpose that is unlawful, abusive, intrusive on another's privacy, harassing, libellous, defamatory, threatening or hateful, or in any other way that would violate any applicable governmental law.

Telnet offers the Service internationally. While the Service may be used to make and receive international calls, we do not represent that the use of the Service is legally appropriate in locations outside of Canada and the United States. If the Subscriber chooses to use the Service from or to a location outside of Canada and the United States, the Subscriber is responsible for compliance with any and all governing foreign and local laws.

The Subscriber may not reverse engineer, distribute, publish, display, modify or in any way exploit the configuration parameters Telnet provides as a means to access the Service.

The Subscriber acknowledges that any devices and embedded software or firmware (Products) furnished by Telnet are exclusively for use with Telnet's Service.

Residential Use of Service

If you have subscribed to Residential Services, the Service is provided to you as a residential user, for your personal, residential, non-business and non-professional use.  This means that you are not using the service for any commercial or governmental activities, profit-making or non-profit, including but not limited to business, sales, telecommuting, telemarketing, autodialing, continuous or extensive call forwarding, fax broadcast, fax blasting or any other activity that would be inconsistent with normal residential usage patterns. Telnet reserves the right to immediately terminate or modify the service, if Telnet determines, in its sole discretion, that the subscriber's service is being used for any of the aforementioned activities.

The Service is offered on a monthly basis to the Subscriber. The monthly Service term begins on the date that Service is activated for the subscriber. Full monthly terms will renew automatically unless Telnet is otherwise notified of the intent to cancel the Service. Upon cancellation, the Subscriber will be responsible for charges for the full term of the then current billing period and any unbilled charges.

Small Business Use of Service

If you have subscribed to Small Business Services, the Service is provided to you as a small business user. You agree not to use the Service for auto-dialling, continuous or extensive call forwarding, telemarketing or fax broadcasting. Telnet reserves the right to immediately terminate or modify the service, if Telnet determines, in its sole discretion, that the subscriber's service is being used for any of the aforementioned activities.

The Service is offered on a monthly basis to the Subscriber. The monthly Service term begins on the date that subscriber requests activation of the Service. Full monthly terms will renew automatically unless the Telnet and Galaxy is otherwise notified of the intent to cancel the Service. Upon cancellation, the Subscriber will be responsible for charges for the then current full monthly term and any unbilled charges

Short Form Emergency Services, E911 and 911

The Service presently does not support 911, E911 or any other type of emergency Services; that calls to 9-1-1 cannot be connected; and that alternative arrangements need to be made to contact emergency Services in situations where emergency numbers would have to be dialled.

Theft

The Subscriber is responsible for cancelling the Service if Subscriber believes that the associated Products have been lost or stolen, or if the Subscriber becomes aware that the Service provided is being used or misused without Subscribers consent. Subscriber is liable for all charges accruing to Subscribers account for the Service until Subscriber cancels the Service. Service Termination The Provider reserves the right to terminate the Service at any time with or without notice and for any reason. The subscriber agrees that the provider shall not be liable to the subscriber or to any third party for any modification, suspension or discontinuance of the Service. Privacy Personal data and certain other information submitted by the subscriber is subject to our Privacy Policy. Voice over IP





communications are transmitted over public networks including the Internet. The subscriber acknowledges that the provider is not liable for any loss of privacy arising out of use of the Service. 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
Example Output: 20484

Example Input: Exhibit 10.17

Supply Agreement - FUSION

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH [***]. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.

SUPPLY AGREEMENT (Supply Agreement) effective as of the date of last signing (Effective Date) between Centre for Probe Development and Commercialization, a not-for-profit research and services institution with offices located at McMaster University, Nuclear Research Building, 1280 Main Street West, Hamilton, Ontario, Canada, L8S 4K1, (CPDC), and FUSION Pharmaceuticals Inc. (FUSION), having a place of business at 270 Longwood Road South, Hamilton, Ontario, Canada, L8P 0A6, (together the Parties each a Party). This document defines the terms and conditions under which CPDC will provide FUSION the Product outlined in this Supply Agreement.

This Supply Agreement is conducted under the general provisions of the Master Services Agreement and the Quality Agreement entered into between the PARTIES. Unless explicitly stated within this Supply Agreement should there be discrepancies between the Supply Agreement and the Master Services Agreement, then the Master Services Agreement will be the controlling document. 1. Products: 1.1 Ac-225 FPI-1434 1.2 [***] 1.3 The specifications for the Products are further defined in Schedule 2. 2. Definitions

As used herein, the following terms shall have the following meanings: 2.1 Affiliate(s) shall exclude CPDC, when referring to FUSION'S affiliates, and shall exclude FUSION, when referring to CPDC's affiliates. 2.2 Batch shall mean a single production, testing and release of Product according to the approved and validated processes. 2.3 Clinical Phase shall mean the period during which human studies involving the Products are performed for the purpose of evaluating the safety, efficacy and appropriate dose ranges of Product (Clinical Trials), to secure marketing approval from a Regulatory Authority. 2.4 Current Good Manufacturing Practices or cGMP(s) shall mean the standards required by the Regulatory Authority for the manufacturing, testing and quality control of pharmaceutical materials, which practices are current on the Effective Date of this Agreement and may be supplemented, amended or modified by such regulatory authority from time to time. 2.5 Date of Manufacturing shall mean the date on which the drug product is produced. 2.6 [***] Territory shall mean the territories [***] for which CPDC shall be the [***] supplier of Products for Fusion. 2.7 Master Services Agreement the agreement executed between the Parties on the 21st day of February, 2017. 2.8 Precursors shall mean the starting materials required to produce Product. For the purpose of this agreement, the Precursors are defined as FPI- 1175 and [***]. Page 1 of 13 CONFIDENTIAL





Supply Agreement - FUSION 2.9 Process' shall mean a GMP-validated method for producing the Product, including formulation, manufacturing controls, and all applicable testing and evaluation suitable to meet regulatory requirements for use of the Product in clinical trials. 2.10 Production Order* shall mean a written request from FUSION to CPDC authorizing the manufacture of one or more Batches of a Product as further described in Section 3.2. The Production Order is jointly maintained by CPDC and FUSION based on clinical trial requirements. 2.11 Quality Agreement means the agreement separately executed between the Parties defining the Specifications, applicable standards, commitment, responsibilities, and activities that both FUSION and CPDC will undertake to ensure that the cGMP manufacturing and services as expressly required under this Agreement and the Master Services Agreement are in full compliance. 2.12 Regulatory Authority means the United States Food and Drug Administration (FDA'), European Medicines Agency ('EMA'), Health Canada and/or any other governmental, regulatory or administrative body having jurisdiction over any activities conducted under this Agreement. 2.13 Specifications shall mean the standards established in writing by the Parties for the characteristics, quality, and quality control testing of Product, and its constituents, components, and packaging, as further described in Section 4.4 below and Schedule 2, and as in effect from time to time. 2.14 Unit shall refer to an individual vial of Product produced according to the approved specifications. 3. Manufacture and Supply of Products 3.1 Scope and Object; Engagement. This Supply Agreement governs Clinical Phase supply for the Products in connection with Clinical Trials sponsored by FUSION, and in accordance with the responsibilities and obligations attributed to each of the Parties as set out in this Supply Agreement.

Accordingly, FUSION hereby engages CPDC, and CPDC hereby accepts such engagement, to supply Products for the Territory in connection with FUSION'S Clinical Trials.

The Products shall be manufactured by CPDC at the location in its cGMP facilities in the Nuclear Research Building (NRB) and on the campus of McMaster University in Hamilton, Ontario, Canada, established for this purpose pursuant to Deliverables defined within Supply Agreement.

For the avoidance of doubt, it shall be the responsibility of FUSION or its designate to file, obtain and maintain any Investigational New Drug (IND) applications, registrations, listings, authorizations and approvals, as the Regulatory Authority may require to enable use of Product in Clinical Trials, and provide CPDC with all particulars thereof and developments thereunder.

Both Parties acknowledge that at the time of signing this Supply Agreement that the CPDC is subject to a supply restriction to the United States of America (the USA) due to and Import Alert 66-40 (the Import Alert) issued by the FDA. 3.2 Production Orders. From time to time during the Term set forth in Section 6 of this Supply Agreement, FUSION and CPDC will agree to binding Production Orders for Products, as follows: (a) Based on a template order form for such Production Orders provided by CPDC to FUSION, FUSION shall complete the Production Order in such form [***] no later than (a) the order cut-off period for the third-party isotope providers (Minimum Lead Time). • In the case of [***] the isotope order cut-off is [***] eastern standard time the week prior to isotope delivery Page 2 of 13 CONFIDENTIAL





Supply Agreement - FUSION • In the case of Actinium-225 the isotope order cut-off is [***] eastern standard time the week prior to isotope delivery. (b) CPDC will respond, by email, the acceptance or rejection of each duly completed Production Order within [***] of receipt of such Production Order (an 'Accepted Production Order or Rejected Production Order, respectively). If there is no response to a Production Order within such timeline, it shall be considered an Accepted Production Order. In the case of a Rejected Production Order, [***]. (c) FUSION shall be entitled to make changes to Production Orders (a 'Change Order) to alter the quantity of Units packaged or distributed up to [***] prior to the Date of Manufacturing by providing CPDC with written notice [***]. CPDC will respond, by email, the acceptance or rejection of each Change Order within [***] of receipt of such change (an Accepted Change Order or Rejected Change Order, respectively). If there is no response to a Change Order within such timeline, it shall be considered an Accepted Change Order. In the case of a Rejected Change Order, [***]. Changes to the number of Units packaged or distributed with less than [***] notice will be subject to the applicable [***] defined in Schedule 1. Notwithstanding the foregoing, CPDC is unable to alter the total quantity of Product produced after the order deadlines imposed by any third-party isotope supplier. (d) Cancelation of a Production Orders: (i) [***] (ii) All cancellations of Production Orders shall be provided to CPDC by FUSION in writing [***]. (e) [***]. 3.3 Shipping: All deliveries of Products shall be Free Carrier shipping point [***]. For greater certainty, [***] shall take ownership of and bear all risk of loss of or damage to the Products at the origin of the shipment. (a) If requested, [***] shall arrange for any insurance desired by [***] on shipments of Product, in amounts that [***] shall determine, and naming [***]. (b) When shipping Product, CPDC shall comply with all applicable laws and regulations, [***]. (c) All costs and responsibility for return shipping of any Products [***] and or re-usable packaging including but not limited to, lead pots, cardboard boxes or foam inserts, and/or other materials shall be borne by [***]. (d) In the event that any Product packaging materials are returned for reuse from clinical trial sites, [***] shall be responsible for transportation, disposal and/or replacement of any damaged, unusable or lost materials, if applicable. 3.4 Inability to Supply. In the event that it becomes apparent to CPDC at any time that it will be unable to fulfill any Production Order, then CPDC shall immediately notify FUSION in writing of CPDC's inability to meet such requirements for Product, along with a specific indication of the amount of such shortfall in manufacture of Product and anticipated timing of delivery. If CPDC is unable to fulfill the Production Order or any portion thereof within [***] of the planned delivery, then either: (a) CPDC will [***]; or Page 3 of 13 CONFIDENTIAL





Supply Agreement - FUSION (b) CPDC will [***]. 3.5 Pricing and Payment Terms. Schedule 1 of this Supply Agreement details the pricing and payment terms for the Product. For supply of Product, CPDC shall invoice FUSION [***]. CPDC shall send such invoices to:

Address:

270 Longwood Rd. South Hamilton, Ontario L8P 0J6 Canada [***]

FUSION shall pay such invoice within [***] of receipt of the invoice in accordance with the Supply Agreement 3.6 Batch Testing. FUSION shall have the right but not the obligation to conduct any Batch testing [***] or investigation it determines to be of value to determine compliance of Product with the Specifications and/or pursuant to any other standard imposed by law. A Batch shall be deemed to be acceptable if, upon testing, it meets the Specifications, relevant cGMP standards, all other applicable laws, rules and regulations (and any additional tests as agreed by the Parties). If either Party discovers that a Batch does not meet the Specifications, relevant cGMP standards or other applicable laws, rules or regulations, then the discovering Party shall promptly communicate with the other Party. All warranty obligations of CPDC with respect to a particular Batch shall cease and have no effect to the extent that any defect in such Batch arises from abuse, misuse, alteration, mishandling, improper storage or gross negligence by FUSION or FUSION'S employees, representatives, agents, suppliers or carriers, or defects in Precursor materials furnished by FUSION which are used in the production of such Batch. 3.7 Dispute Over Quality. In the event of a conflict regarding whether or not Product met the Specifications, cGMP standards or other applicable laws, rules or regulations, at the time of delivery, which CPDC and FUSION are unable to resolve after a good faith attempt by both Parties to resolve such matter in a period of [***] after the conflict arises, a sample of such Product shall be submitted by FUSION or its designee to an independent laboratory or quality assurance professional reasonably acceptable to both Parties for testing or review of the batch documentation. Any test results obtained by such laboratory shall be final and controlling for purposes of this Agreement. In the event the independent review and/or test results indicate that the rejected Product in question met the Specifications, cGMP standards, and all other applicable laws, rules and regulations, then [***]. 3.8 Non-Conforming Products. In the event it is settled pursuant to Section 3.6 or 3.7 that Product in question did not meet the Specifications, cGMP standards or other applicable laws, rules or regulations, FUSION shall be entitled [***]. 4. Additional Obligations of the Parties 4.1 Record Keeping, Inspection, etc. CPDC shall: (a) conform to the provisions detailed within the Quality Agreement, which includes the right of FUSION to conduct inspections, and the responsibility of CPDC to conduct quality control testing of Product prior to shipment and ensure conformance with the Specifications. CPDC shall retain or have retained accurate and complete records pertaining to such testing. Each shipment of CPDC hereunder shall be accompanied by a certificate of analysis for each Batch of CPDC therein; Page 4 of 13 CONFIDENTIAL





Supply Agreement - FUSION (b) keep accurate financial records of all Services performed and passthrough costs under this Supply Agreement and all amounts to be invoiced to FUSION and all invoice calculations, and, upon request by FUSION, make such records available for review by FUSION or its representatives to permit verification of the correctness of such amounts and calculations. 4.2 Licenses and Permits. CPDC shall be responsible for obtaining and maintaining any and all facility or other licenses, permits, registrations, and any regulatory approvals necessary to manufacture, handle, store, label, package and prepare under cGMP conditions Products for shipment, and the packaging, supply and export of Product to FUSION or its designees in accordance with the terms and conditions of this Agreement for the Clinical Phase. This includes, but is not limited to, the use and handling of radioactive materials. For greater certainty CPDC will abide by all laws, rules and regulations as applicable for radiation safety by the Canadian Nuclear Safety Commission (CNSC) for compliance. 4.3 Precursor and Reference Standards. FUSION or, at FUSION'S discretion, its designee, shall provide to CPDC, at no charge, Precursor and reference standards, which meet the Specifications and in sufficient quantities to permit CPDC to meet its Production Schedule obligations hereunder. FUSION shall provide to CPDC all required supporting documentation required for its use in manufacturing the Product. In the event that the Precursor supplied by FUSION is found to be adulterated, damaged, or with compromised packaging, or not shipped within the required environmental conditions CPDC shall return the Precursor at FUSION'S cost. Should the applicable regulations require that CPDC audit FUSION'S Precursor supplier, FUSION shall compensate CPDC for the time and reasonable out of pocket expenses required to complete the audit. CPDC shall only use Precursor and reference standards provided hereunder for the development, validation or manufacture of Products pursuant to this Agreement. FUSION shall at all times retain title in and to such Precursor and reference standard materials in CPDC's possession. FUSION, to the best of its knowledge, represents and warrants to CPDC that it has all requisite rights and intellectual property in such Precursor and reference standard so as to permit their use by CPDC as contemplated by this Agreement without infringement of any third party rights. 4.4 Product Specifications. It is understood that the Specifications may be subject to change from time-to-time based on written agreement by both Parties and in accordance to the Quality Agreement. The current Product Specifications may be referred to within the CPDC controlled document attached as Schedule 2 hereto which is approved at the effective date of this Supply Agreement. 4.5 Changes by CPDC. CPDC shall manufacture Product in compliance with the approved batch records, Specifications, applicable cGMPs, the Quality Agreement, and all applicable laws, rules and regulations, and shall not make any changes contravening that specified within the Quality Agreement. 4.6 Complaints and Adverse Reactions. CPDC or FUSION shall provide to each other prompt notice of any information either of them receives regarding the safety of the Precursor, reference standards, excipients, Products or isotopes, including any confirmed or unconfirmed information regarding adverse, serious or unexpected events associated with any Product that may implicate the manufacture of the Product or one of its components; provided, however, that FUSION shall not be required to provide Clinical Trial reporting to CPDC. For all complaints with respect to any Product of which a Party becomes aware concerning adverse reactions or safety issues, notice must be given by telephone within [***] after receipt of the information, followed immediately with written notice, advising the other Party, regardless of the origin of such information. Any other complaints shall be reported in writing to the other party [***]. CPDC agrees to co-operate with FUSION and any Regulatory Authority in evaluating any complaint, claim, safety or adverse use report related to any Product CPDC will provide timely assistance in responding to any such complaints, including reviews of Batch records and retained samples as well as any necessary testing within reason. Page 5 of 13 CONFIDENTIAL





Supply Agreement - FUSION 4.7 Recalls. FUSION shall notify CPDC promptly if any Product is the subject of a recall or correction (a Recall), and FUSION and/or its designee shall have sole responsibility for the handling and disposition of such Recall. [***]. (a) In the event that CPDC disputes FUSION'S determination that the fault is due to CPDC and/or to its employees or agents, the Parties will select a mutually agreeable outside consulting firm which will be instructed to review the applicable information and data and to confirm or dissent from FUSION'S determination. If the consulting firm confirms FUSION'S determination, CPDC will pay the fees of such consulting firm. If the consulting firm dissents from FUSION'S determination, CPDC will not have the obligations set forth herein with respect to the Recall and FUSION will pay the fees of such consulting firm. (b) FUSION and/or its designee shall maintain records of all sales, shipping records of Product and customers in sufficient detail to adequately administer a Recall for the period of time as required by applicable law and regulation. CPDC's Shipping Records of Product will be given to Fusion on request such that Fusion can maintain the records and, if such a request is made, will be delivered within a timeframe to be detailed within Quality Agreement. 4.8 New Regulatory Requirements. Each Party shall promptly notify the other of new regulatory requirements of which it becomes aware which are relevant to the manufacture of any Product under this Agreement and which are required by the Regulatory Authorities, as applicable. The Parties shall confer with each other with respect to the best means to implement and comply with such requirements. Any reasonable costs for modifications or additions to the facility required as a result of new regulatory requirements shall be borne by [***]. 4.9 Records. CPDC shall maintain all records necessary to evidence compliance in all respects with (i) the applicable cGMP regulations, Canadian Environmental Health and Safety (EHS) regulations, the requirements of the CNSC for handling of radioactive materials and the Canadian and International regulations for the transport of dangerous goods as related to the supply and manufacture of Products; (ii) the Specifications; and (iii) obligations under this Agreement. All such records shall be maintained by CPDC according to that specified within the Quality Agreement. CPDC shall provide to FUSION reasonable access to such records upon request Prior to destruction of any record after such time, CPDC shall give written notice to FUSION. FUSION shall have the right within [***] of receipt of such notice to request that CPDC maintain such records in an off-site storage facility for such longer periods as FUSION requests, provided that FUSION pays all costs associated with such off-site storage. 5. Representations and Warranties 5.1 Mutual Representations and Warranties. Each Party represents and warrants to the other as follows: (a) it is a corporation duly organized and validly existing under the laws of the state, province or country of its incorporation; (b) it has the complete and unrestricted power and right to enter into this Agreement and to perform its obligations hereunder; (c) this Agreement has been duly authorized, executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, or other similar laws affecting the rights and remedies of creditors generally and by general principles of equity; Page 6 of 13 CONFIDENTIAL





Supply Agreement - FUSION (d) the execution, delivery and performance of this Agreement by such Party do not conflict with any agreement, instrument or understanding, oral or written, to which such Party is a Party or by which such Party may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having authority over such Party; (e) all consents, approvals and authorizations from all governmental authorities or other third parties required to be obtained by such Party in connection with the execution and delivery of this Agreement have been obtained; (f) no person or entity has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or valid claim against or upon such Party for any commission, fee or other compensation as a finder or broker because of any act by such Party or its agents, or, with respect to such Party, because of any act by its Affiliates or sublicensees; (g) it has not entered into any agreement with any third Party that is in conflict with the rights granted to the other Party pursuant to this Agreement; and (h) neither it nor its Affiliates has been debarred or is subject to debarment, and such Party will not use in any capacity in connection with this Agreement any person or entity who has been debarred pursuant to Section 306 of the United States Federal Food, Drug and Cosmetic Act. 5.2 CPDC Limited Product Warranty. CPDC hereby provides a limited product warranty, and accordingly does warrant for each Batch, that the Product shipped will (i) conform with the Specifications, (ii) be manufactured, tested, processed, packed and prepared for shipment in accordance with cGMPs, and (iii) be free from defects in material and workmanship for the period from the date of manufacture to the expiry date set out on each Unit of Product packed and prepared for shipment. 5.3 No Implied or Other Warranties. CPDC is manufacturing Batches to meet Specifications and is supplying Products to FUSION'S designees. Except as expressly set out in this Supply Agreement, CPDC and FUSION hereby disclaim all other warranties or conditions, whether express or implied, statutory or otherwise including, but not limited to, any implied warranties or conditions of merchantability or fitness for a particular purpose. 6. Term 6.1 Term. This Supply Agreement shall commence on the Effective Date, and shall continue for a period of [***] unless terminated earlier in accordance with the terms of this Supply Agreement.

[***] Import Alert [***], the Parties shall [***]. Negotiating in good faith, the Parties shall agree to a reasonable minimum percentage of Product supply to [***] Import Alert. In addition, the parties will negotiate the different aspects of the territories and related terms which may include, but are not limited to, [***].

[***] Import Alert [***], the Parties shall amend this Supply Agreement to revise the [***] Territories. Negotiating in good faith, the Parties shall agree to a reasonable minimum percentages of Product supply to the each territory, including but not limited to [***] and such amendment shall be closed within [***] of CPDC notifying Fusion [***] Import Alert. 6.2 Term, Renewal. Following the Term, this Supply Agreement shall automatically renew for successive periods of one (1) year (each a Renewal Term), unless a Party delivers written notice of non-renewal to the other Party [***] prior to the end of the applicable term. The Term, Initial Renewal Term and Renewal Terms shall be collectively referred to as the Term. Page 7 of 13 CONFIDENTIAL





Supply Agreement - FUSION 7. Termination 7.1 Termination by FUSION, Without Cause. FUSION may terminate this Agreement by providing written notice to the CPDC where: (a) [***] following the Effective Date of this Supply Agreement, FUSION may terminate this Agreement without cause by providing CPDC with [***] prior written notice. (b) Fusion discontinues the trial or terminates the program, Fusion may terminate this agreement by giving [***] written notice to CPDC 7.2 Termination by FUSION, For Cause. FUSION may terminate this Agreement with immediate effect, by providing written notice to the CPDC, where: (a) CPDC commits a fundamental breach of any of its obligations under this Agreement, and such breach is not remedied (if capable of remedy) within [***] of notice in writing from FUSION requiring that such breach be remedied; (b) CPDC becomes insolvent or goes into administration, receivership or liquidation or enters into any arrangement or composition with its creditors; or (c) CPDC ceases or threatens to cease carrying on business. (d) CPDC fails to maintain a Drug Establishment License with Health Canada 7.3 Without limiting Section 11, in the event of for cause termination of this Agreement by FUSION pursuant to Section 7.2, CPDC's maximum liability shall be no greater than that set forth in Section 11.2. 7.4 Termination by CPDC, For Cause. CPDC may terminate this Agreement immediately on written notice to FUSION if: (a) FUSION fails to pay or dispute any invoice in accordance with Section 3.5 and fails to remedy such breach within [***] of a notice from CPDC requiring FUSION to remedy the same and stipulating that FUSION is in breach of this Agreement; or (b) FUSION becomes insolvent or goes into administration, receivership or liquidation or enters into any arrangement or composition with its creditors. 7.5 Termination of this Agreement is without prejudice to any accrued rights of either party as at the date of termination, including, without limitation, CPDC's right to invoice FUSION pursuant to Section 3.5 for any amounts chargeable pursuant to this Agreement as of the date of termination, or as a result of termination. 7.6 Upon termination of this Agreement for any reason whatsoever: (a) CPDC must immediately return, [***], all of FUSION'S property in CPDC's possession; and (b) all then active Production Orders shall be deemed to have been cancelled by FUSION as of the date of termination of this Agreement. Page 8 of 13 CONFIDENTIAL





Supply Agreement - FUSION (c) Shall relieve CPDC of its Exclusivity and Performance of Work obligations set forth in the Master Services Agreement sections 3 and 4 respectively, unless, other work orders under the MSA are still valid. 7.7 Prior Obligations. Except as otherwise set forth in this Section 7, termination of this Supply Agreement for any reason shall not release either Party from any obligation theretofore accrued. 8. Survival. Any provision of this Supply Agreement, which, by its terms, is intended to survive the termination or expiration of this Supply Agreement, shall survive such termination or expiration of this Agreement. 9. Assignment. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Parties hereto; provided, however, that neither Party shall transfer or assign this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld, except where such assignment is by CPDC to any successor or subsidiary organization created within [***] of the Effective Date of this Agreement, which assignment may be completed without the prior written consent of FUSION. Notwithstanding the foregoing, each Party may assign this Agreement and its rights and obligations hereunder without such consent in connection with the transfer or sale of all or substantially all of the business of such Party to which this Agreement relates, whether by merger, sale of stock, sale of assets or otherwise, provided the assignee agrees in writing with the other Party hereto to assume all obligations and liabilities of the assignor under this Agreement. 10. Indemnification 10.1 By CPDC. CPDC shall defend, indemnify and hold FUSION and its Affiliates and sublicensees, and each of their respective directors, officers and employees, harmless from and against any and all damages, liabilities, costs and expenses (including the reasonable costs and expenses of lawyers and other professionals) (collectively Losses) incurred by FUSION in connection with any claim, demand, action or other proceeding (each, a Claim) by a third party (excluding FUSION'S Affiliates and sublicensees), to the extent such Losses arise out of (a) failure of the Product delivered under this Agreement to conform to the Specifications; (b) CPDC's breach of this Agreement, including without limitation any failure of its representations and warranties set forth in Section 5.1 or 5.2 to have been accurate when made or any breach of the covenants set forth in this Agreement; or (c) the gross negligence or intentional misconduct of CPDC or any of its Affiliates, or any of their respective directors, officers, employees, provided CPDC will not have an indemnification obligation with respect to any Claim to the extent that FUSION has an indemnification obligation under Section 10.2. 10.2 By FUSION. FUSION shall defend, indemnify and hold CPDC and Its Affiliates, and each of their respective directors, officers and employees, harmless from and against any and all Losses incurred by CPDC in connection with of any Claim by a third party (excluding CPDC's Affiliates), to the extent such Losses arise out of: (a) except to the extent arising from the failure of the Product to conform to the Specifications, the use or sale of the Product by FUSION, its Affiliates, sublicensees, distributors, agents or other parties; (b) except to the extent arising from the failure of the Product to conform to the Specifications, the manufacture, storage, use, handling, promotion, marketing, distribution, importation, sale or offering for sale of Product; (c) interactions and communications with governmental authorities, physicians or other third parties; or (d) FUSION'S breach of this Agreement, including without limitation any of its representations and warranties set forth in Section 5.1, (e) the gross negligence or intentional misconduct of FUSION or any of its Affiliates, or any of their respective directors, officers, employees, provided FUSION will not have an indemnification obligation with respect to any Claim to the extent that CPDC has an indemnification obligation under Section 10.1. Page 9 of 13 CONFIDENTIAL





Supply Agreement - FUSION 10.3 EXPENSES. AS THE PARTIES INTEND COMPLETE INDEMNIFICATION, ALL COSTS AND EXPENSES OF ENFORCING ANY PROVISION OF THIS SECTION 10 SHALL ALSO BE REIMBURSED BY THE INDEMNITOR. 11. LIMITATIONS OF LIABILITY. 11.1 GENERAL. EXCEPT FOR DAMAGES FOR WHICH A PARTY IS RESPONSIBLE PURSUANT TO ITS INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10 ABOVE, EACH PARTY SPECIFICALLY DISCLAIMS ALL LIABILITY FOR AND SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EXPENSES, LOST PROFITS, LOST SAVINGS, INTERRUPTIONS OF BUSINESS OR OTHER DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR RESULTING FROM THE MANUFACTURE, HANDLING. MARKETING, SALE, DISTRIBUTION OR USE OF LICENSED PRODUCT REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FUSION SHALL HAVE NO REMEDY, AND CPDC SHALL HAVE NO LIABILITY, OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT FOR DAMAGES FOR WHICH A PARTY IS RESPONSIBLE PURSUANT TO ITS INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10 ABOVE, NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR RELATED TO THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN [***] AFTER SUCH PARTY HAS KNOWLEDGE OF THE OCCURRENCE THAT GAVE RISE TO THE CAUSE OF SUCH ACTION. 11.2 CPDC MAXIMUM LIABILITY. NOTWITHSTANDING ANY OTHER TERM HEREIN, OR ANY TERM OF THE MASTER SERVICES AGREEMENT. CPDC'S MAXIMUM LIABILITY TO FUSION UNDER THIS SUPPLY AGREEMENT FOR ANY REASON WHATSOEVER, INCLUDING, WILL NOT EXCEED [***]. 12. Non-Solicitation. During the term and for a period of [***] thereafter, neither party shall solicit, induce, encourage or attempt to induce or encourage any employee of the other party with whom such party has had direct contact to terminate his or her employment with such other party or to breach any other obligation to such other party. This section is not meant to encompass general solicitations such as may be found in newspaper advertisements and the like and the interviewing or hiring of any person who responds to a general solicitation 13. FORCE MAJEURE. NEITHER PARTY SHALL BE LIABLE FOR FAILURE TO PERFORM, OR DELAY IN THE PERFORMANCE OF, ITS OBLIGATIONS UNDER THIS AGREEMENT (OTHER THAN PAYMENT OBLIGATIONS) WHEN SUCH FAILURE OR DELAY IS CAUSED BY AN EVENT OF FORCE MAJEURE. FOR PURPOSES OF THIS AGREEMENT, AN EVENT OF FORCE MAJEURE MEANS ANY EVENT OR CIRCUMSTANCE BEYOND THE REASONABLE CONTROL OF THE AFFECTED PARTY. INCLUDING BUT NOT LIMITED TO, WAR, INSURRECTION, RIOT, FIRE, FLOOD OR OTHER UNUSUAL WEATHER CONDITION, EXPLOSION. ACT OF GOD, PERIL OF THE SEA, STRIKE, LOCKOUT OR OTHER INDUSTRIAL DISTURBANCE, SABOTAGE, ACCIDENT, EMBARGO, BREAKAGE OF MACHINERY OR APPARATUS, INJUNCTION, ACT OF GOVERNMENTAL AUTHORITY, COMPLIANCE WITH GOVERNMENTAL ORDER ON NATIONAL DEFENSE REQUIREMENTS, OR INABILITY TO OBTAIN FUEL, POWER, RAW MATERIALS, LABOR OR TRANSPORTATION FACILITIES. IF, DUE TO ANY EVENT OF FORCE MAJEURE, EITHER PARTY SHALL BE UNABLE TO FULFILL ITS OBLIGATIONS UNDER THIS AGREEMENT (OTHER THAN PREVIOUSLY ACCRUED PAYMENT OBLIGATIONS FROM COMPLETED WORK, THE AFFECTED PARTY SHALL IMMEDIATELY NOTIFY THE OTHER PARTY OF SUCH INABILITY AND OF THE PERIOD DURING WHICH SUCH INABILITY IS EXPECTED TO CONTINUE AND SHALL USE COMMERCIALLY REASONABLE EFFORTS TO MITIGATE THE LENGTH AND EFFECT OF SUCH FORCE MAJEURE EVENT. Page 10 of 13 CONFIDENTIAL





Supply Agreement - FUSION 14. Compliance with Law. Each Party agrees to comply, and to require its Affiliates and Sublicensees to comply with all applicable international, federal, state and local laws, rules and regulations, including, but not limited to, import/export restrictions, laws, rules and regulations governing use and patent, copyright and trade secret protection, in the performance of its activities as contemplated by this Agreement. 15. Costs and Expenses. Except as otherwise expressly provided in this Agreement, [***] shall bear all costs and expenses associated with the performance of [***] under this Agreement. 16. Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by facsimile, e-mail or similar means of recorded electronic communication or sent by registered mail, charges prepaid, addressed to the addresses set out on the signature page hereof. Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a business day, on the next following business day) unless mailed, in which case on the [***] following the date of mailing; provided, however, that if at the time of mailing or within [***] thereafter there is or occurs a labour dispute or other event that might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as described. 17. Severability. Each provision contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. 18. Headings and References. The descriptive headings of this Agreement are for convenience only and shall be of no force or effect in construing or interpreting any of the provisions of this Agreement. The terms this Agreement, hereof, hereunder and similar expressions refer to this Agreement and not to any particular Sections, subsection or other portion hereof, and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Sections, subsections, paragraphs, subparagraphs and further subdivisions are references to such subdivisions of this Agreement. 19. Number, Gender and Persons. Unless the context otherwise requires, any reference to gender shall include both genders and words importing the singular number shall include the plural and vice-versa. Words importing persons include individuals, partnerships, associations, trusts, unincorporated organizations and corporations. 20. Calculation of Time Periods. Where a time period is expressed to begin or end at, on or with a specified day, or to continue to or until a specified day, the time period includes that day. Where a time period is expressed to begin after or to be from a specified day, the time period does not include that day. Where anything is to be done within a time period expressed after, from or before a specified day, the time period does not include that day. If the last day of a time period is not a business day, the time period shall end on the next business day. 21. Definitions. Any definitions contained in this Agreement shall include any necessarily corresponding definitions as the context may require. Any capitalized or otherwise defined term used in this Agreement shall have the meaning ascribed in this Agreement regardless of whether such meaning is ascribed earlier or later in this document than the reference in question. 22. Further Assurances. Each of the Parties hereto shall, at all times and from time to time hereafter, execute, acknowledge, and deliver such other instruments and shall take such other action as may be necessary to carry out their respective obligations under this Agreement. Page 11 of 13 CONFIDENTIAL





Supply Agreement - FUSION 23. Waiver. Except as expressly provided in this Agreement, no amendment or waiver of this Agreement or any portion thereof shall be binding unless executed in writing. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided. 24. Counterparts. This Agreement may be executed in any number of counterparts, and/or by facsimile or e-mail transmission of standard PDF files, each of which shall constitute an original and all of which, taken together, shall constitute one and the same instrument.

(remainder of page intentionally left blank; signature page follows) Page 12 of 13 CONFIDENTIAL





Supply Agreement - FUSION IN WITNESS WHEREOF, the Parties hereto have each caused this Supply Agreement to be duly executed as of the Effective Date. Centre for Probe Development and Commercialization McMaster University Nuclear Research Building, A316 1280 Main Street West Hamilton, Ontario Canada, L8S 4K1

Fusion Pharmaceuticals Inc. 270 Longwood Road South Hamilton, Ontario Canada, L8P 0A6

By By Name Name Title Title Date Date

[SIGNATURE PAGE] Page 13 of 13 CONFIDENTIAL





Supply Agreement - FUSION SCHEDULE 1: SUPPLY PRICING

[***] 4. Production Standby Fee: a fee of $45,000 per month shall apply to [***]. CONFIDENTIAL Page 1 of 2

CONFIDENTIAL 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
Example Output:
8376