Detailed Instructions: 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 unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.
See one example below:
Problem: Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the order ). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the entrusted party or YICHANGTAI or LEHEYUAN ), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time or notice not accept orders or modifications, the seller is deemed to have been accepted the order. The orders become effective once the seller accepts, any party shall not unilaterally cancel the order before the two sides agreed . 2.3 If the seller puts forward amendments or not accept orders, the seller shall be in the form of a written notice to entrusted party, entrusted party accept the modified by written consent, the modified orders to be taken effect. 2.4 Seller's note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.

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Source: LOHA CO. LTD., F-1, 12/9/2019

3. GOODS AND COUNTRY OF ORIGIN: 4. Specific order: The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau. 6. SHIPPING MARK: The Sellers shall mark on each package with fadeless paint the package number, gross weight, net weight, measurements and the wordings: KEEP AWAY FROM MOISTURE , HANDLE WITH CARE THIS SIDE UP etc. and the shipping mark on each package with fadeless paint. 7. DATE OF SHIPMENT: According to specific order by YICHANGTAI or LEHEYUAN. 8. PORT OF SHIPMENT:

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Source: LOHA CO. LTD., F-1, 12/9/2019

9. PORT OF DESTINATION: SHENZHEN, GUANGDONG, CHINA 10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk. 11. PAYMENT: Under Letter of Credit or T/T: Under the Letter of Credit: The Buyer shall open an irrevocable letter of credit with the bank within 30 days after signing the contract, in favor of the Seller, for 100% value of the total contract value. The letter of credit should state that partial shipments are allowed. The Buyer's agent agrees to pay for the goods in accordance with the actual amount of the goods shipped. 80% of the system value being shipped will be paid against the documents stipulated in Clause 12.1. The remaining 20% of the system value being shipped will be paid against the documents stipulated in Clause 12.2. The Letter of Credit shall be valid until 90 days after the latest shipment is effected. Under the T/T The trustee of the buyer remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing each order. 12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.

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Source: LOHA CO. LTD., F-1, 12/9/2019

12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination. The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed. Partial Shipment is allowed. In case the goods are to be dispatched by parcel post/sea-freight, the Sellers shall, 3 days before the time of delivery, inform the Buyers by cable/letter of the estimated date of delivery, Contract No., commodity, invoiced value, etc. The sellers shall, immediately after dispatch of the goods, advise the Buyers by cable/letter of the Contract No., commodity, invoiced value and date of dispatch for the Buyers. 14. SHIPPING ADVICE: The seller shall within 72 hours after the shipment of the goods, advise the shipping department of buyer by fax or E-mail of Contract No., goods name, quantity, value, number of packages, gross weight, measurements and the estimated arrival time of the goods at the destination. 15. GUARANTEE OF QUALITY: The Sellers guarantee that the commodity hereof is complies in all respects with the quality and specification stipulated in this Contract. 16. CLAIMS: Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.

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Source: LOHA CO. LTD., F-1, 12/9/2019

17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract. 18. LATE DELIVERY AND PENALTY: Should the Sellers fail to make delivery on time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 17 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment. The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay, the seller should refund the money received and pay the 30% of the total goods price of the penalty 19. ARBITRATION: All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the Foreign Economic and Trade Arbitration Committee of the China Beijing Council for the Promotion of International Trade in accordance with its Provisional Rules of Procedures by the said Arbitration Committee. The Arbitration shall take place in Beijing and the decision of the Arbitration Committee shall be final and binding upon both parties; neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. 20. This final price is the confidential information. Dissemination, distribution or duplication of this price is strictly prohibited.

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Source: LOHA CO. LTD., F-1, 12/9/2019

21. Law application It will be governed by the law of the People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods. 22. <<Incoterms 2000>> The terms in the contract are based on (INCOTERMS 2000) of the International Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals in both Chinese and English, each language being legally of the equal effect. Conflicts between these two languages arising there from, if any, shall be subject to Chinese version. One copy for the Sellers, two copies for the Buyers. The Contract becomes effective after signed by both parties. THE BUYER: THE SELLER: SIGNATURE: SIGNATURE: 6

Source: LOHA CO. LTD., F-1, 12/9/2019
Question: Highlight the parts (if any) of this contract related to Document Name that should be reviewed by a lawyer. Details: The name of the contract
Solution: SUPPLY CONTRACT
Explanation: This question is based on the following sentence in the passage "Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong.". This line explicitly contains the name of the contract at the start.

Problem: Exhibit 10.20

(TRANSLATION) OUTSOURCING AGREEMENT

This Outsourcing Agreement (hereinafter Agreement) is effective as from the 1st day of January, 2009, by and between:

Parties to this agreement

SILICON SMELTERS << Pty >> Ltd, registration nr 1998/019036/07, VAT n 4310178506, Registered office at Beyersnek Road, PO Box 657 Polokwane - South Africa, represented by Benoit Emile Norbert Ollivier, Managing Director, acting pursuant to the powers granted to him by the Board on the 22nd of May, 2008 (hereinafter referred to as the Customer),

AND

ESPACIO INFORMATION TECHNOLOGY, SA., a public limited company with place of business in P de la Castellana, N 259, 28046, Madrid, SPAIN, and represented by Mr. Carlos Lafitte as Chief Executive, in virtue of his powers, currently in force, conferred to him the 23rd of January of 1996 (Protocol No. 134), before Mr. Jose Maria Lucena Conde, Notary Public in Madrid, (hereinafter referred to as EIT). 1

Source: FERROGLOBE PLC, F-4/A, 6/24/2015

1. RECORDINGS

This Agreement is being made and entered into with reference to the following facts:

1.1. Silicon Smelters and EIT both belong to the GROUP VILLAR MIR.

1.2. The Customer is a company that manufactures ferro-alloys in both its factories: Polokwane and Rand Carbide.

1.3. EIT is a company that installs, integrates and develops the management and maintenance of Data Processing Systems, and desires toperform for the Customer the outsourcing services described in this Agreement.

1.4. GROUP VILLAR MIR demands the Customer to use the management services of the group, developed and maintained by EIT, andsubcontract the management of its IT infrastructure to EIT.

In consideration of the payments to be made and services to be performed hereunder, the parties agree as follows:

2. PURPOSE OF AGREEMENT

2.1. The Agreement documents:

2.1.1. The services EIT renders to the Customer's users on all the company's levels;

2.1.2. The clauses made regarding services and products between the Customer and EIT.

2.1.3. The terms and conditions under which the Customer agrees to purchase and EIT agrees to provide the Services.

2.2. The definitions that apply in the present Agreement are listed in Annex 1.

2.3. The scope of application of this Agreement is restricted to the IT Management System of the Customer. The IT involving the industrialand production environments is excluded from this Agreement.

2.4. The supervision of the Agreement is assured by EIT, represented by its Chief Executive, and by the Customer, represented by its Headof Information Technology Department.

2.5. These specific services can be grouped in different types:

2.5.1. Network 2

Source: FERROGLOBE PLC, F-4/A, 6/24/2015

2.5.2. Servers

2.5.3. Applications

2.5.4. User Workstations

2.5.5. Standard software licences

2.5.6. Definition of the agreed guidelines for negotiation

3. DESCRIPTION OF THE SERVICES RENDERED BY EIT

The specific services rendered by EIT according to this Agreement include the following:

3.1. NETWORK

EIT is in charge of the remote Network, which connects each workstation of the Customer to the Central Server of EIT and to Internet (hereinafter WAN). The internal network of the factories (hereinafter LAN) is excluded from this Agreement and the Customer is responsible for it.

3.1.1. The Customer has contracted, taking into account the technological standards defined by EIT, an external company (hereinafter Network Supplier) for the setting up and the management of the Network. This Network Supplier is accountable to the Customer for the management of the Network.

3.1.2. EIT commits itself to monitor the Network during working hours in South Africa, up to where the service rendered by theNetwork Supplier allows.

3.1.3. EIT commits itself to alert the IT Department of the Customer when any malfunction (power cut, saturation, etc.) is identified, and to carry out the necessary actions with the Network Supplier in order to solve this malfunction as quickly as possible.

3.1.4. EIT commits to assure a high availability (availability rate defined in Annex 2) and the proper performance (response timeand no saturation) of the Network during working hours in South Africa (established in Annex 2).

3.1.5. The Customer and EIT commit themselves to give each other notice of any case of malfunction with the Network Supplier. 3

Source: FERROGLOBE PLC, F-4/A, 6/24/2015

3.2. SERVERS:

3.2.1. EIT is in charge of the list of servers (hereinafter Servers) provided in Annex 3.

3.2.2. The Customer is responsible for the maintenance of the hardware of the local servers.

3.2.3. EIT is responsible for the maintenance of the hardware of the Central Server.

3.2.4. EIT commits to monitor the Servers during working hours in South Africa.

3.2.5. EIT must alert the IT Department of the Customer if any problem should occur in any of the Servers, within the timeestablished in Annex 2.

3.2.6. EIT commits to solve any problems that may arise in the Servers, within the time established in Annex 2.

3.2.7. EIT is in charge of supervising and assuring the proper performance of the backups. For this, it has provided the Customerwith a backup process.

3.2.8. The Customer commits to follow the backup process that EIT has provided for him.

3.2.9. The Customer must alert EIT of any incidence it might detect by sending an electronic mail to sistemas@eit.es.

3.3. APPLICATIONS

EIT provides and is responsible for the support and maintenance of the applications (defined in the table in Annex 4).

For each of these applications, EIT commits to:

3.3.1. Provide the Customer with hardware installations (servers, disks, backup tapes, etc.) which enable the performance of theapplication.

3.3.2. Assure the availability of the application (which varies for each application, defined in Annex 2). 4

Source: FERROGLOBE PLC, F-4/A, 6/24/2015

3.3.3. Monitor the applications to analyse the transaction charges and carry out the appropriate corrections in order to optimizethe system.

3.3.4. Provide Level 2 assistance to users via direct telephone numbers of the persons responsible for each application, during the hours established in Annex 2. If there is a public holiday in Spain, EIT commits to provide for the Customer a central telephone number to communicate any incidences that may occur.

3.3.5. Solve the problems communicated by e-mail to incident.smelters@eit.es during working hours in South Africa, within timeaccording to the severity of the problem, defined in Annex 2.

3.3.6. Maintain the present interfaces between the central application GES-INDUS and the Customer's local applications: PayrollGesprod and Maximo.

3.3.7. Guarantee the reliability of the application (software and databases) and of the hardware support (server, disks, etc.), toprevent any loss of information that could affect the Customer's business.

3.3.8. Carry out the backups and necessary restorations in order to assure the durability of the application and prevent any lossof information.

3.3.9. Guarantee a high service level (reasonable response time and correct progress of transactions). With regard to the electronic mail service, EIT will be able, after contacting with the Customer, to restrict the type and size of exchanged files. It is noted that the customer currently do not make use of this service but has the option to use it at no additional cost

3.3.10. Assure the security of the access to information: the Customer is responsible for the opening of accesses to the applications. EIT commits to supply the necessary securities to ensure the access rights defined by the Customer guarantee access only to the data authorized by the Customer.

3.4. WORKSTATIONS AND PRINTERS

3.4.1. The Customer is responsible for the purchase and maintenance of the workstations and printers.

3.4.2. EIT commits to assist the Customer to implement a master that allows the quick installation of all the standard software inworkstations.

3.5. STANDARD SOFTWARE LICENCES

3.5.1. The Customer will benefit from the group contracts negotiated by EIT in name of Group Villar Mir for the purchase oflicences.

3.5.2. The purchase of licences will be carried out directly by the Customer. 5

Source: FERROGLOBE PLC, F-4/A, 6/24/2015

3.5.3. EIT declares and guarantees the Customer the legal purchase of licences of all the software necessary for the use of thecentral applications created by EIT.

3.5.4. EIT must inform the Customer in due course if any changes take place in licences or in their rights of use.

3.6. DEFINITION OF STANDARDS AND AGREED GUIDELINES

EIT is responsible for:

3.6.1. The definition of the technological standards to be used in the Customer's IT environment.

3.6.2. The agreed guidelines with the suppliers, in order to assure the provision of certain services or the purchase of certain ITtools which, according to EIT, are necessary for the provision of the mentioned services.

4. PROJECTS

4.1. Apart from these services, EIT must provide other supplementary services, not considered in the present Agreement. These services include the study, development and implementation of new applications, changing to new platforms, as well as any other service that the Customer may need in the field of IT services.

4.2. The terms and conditions of these services will be separately negotiated if and when it applies.

4.3. For that purpose and before the execution of the mentioned services by EIT, the Customer will pay EIT the package price, previously agreed by the parties. These services can either be carried out directly by EIT or by subcontracts in the sole discretion of EIT, which will have to notify the customer of this fact before the project commence. However if EIT decides to subcontract the project EIT remains responsible for the quality, the cost and the supervision of the services to the satisfaction of the customer. 6

Source: FERROGLOBE PLC, F-4/A, 6/24/2015

5. WORK PLACE AND NATURE OF SERVICES

5.1. The services described in this Agreement are provided from the following location: EIT, P de la Castellana, 259D, 28046, Madrid,SPAIN.

5.2. For this reason, EIT uses its own IT environment, as well as the local equipment of the Customer, connected by a teleprocessingsystem to the Central Server of EIT.

5.3. If necessary, EIT personnel will travel, in prior agreement with the Customer, to the different factories of the company. In this case, thetravelling expenses (travel, accommodation and meals) will be paid by the Customer.

5.4. The IT environment belongs to EIT during the total course of the Agreement, with exception of the services subcontracted to thirdparties by EIT, for which the subcontractor will be responsible.

5.5. EIT is responsible for the choice of the equipment considered the most appropriate in order to reach the service level convened in this Agreement. This equipment, and its further updates, should it arise, will be shown to the Customer and agreed upon prior to purchase and installation and refusal by the customer will only be valid upon presentation of a justification to EIT. EIT is responsible for the maintenance of its own IT environment, as well as of its maintenance and modernization expenses.

5.5.1. EIT STAFF

5.5.1.1. The work team appointed by EIT to fullfill this Agreement is responsible only to EIT, in accordance with the Spanish law. EIT will supervise and will be responsible for the behaviour and tasks of this team, especially on what concerns the confidentiality of the information.

5.5.1.2. The Customer does not have any responsibility for the accidents that might be suffered by the staff of EIT, orfor the damages that might be caused by it to third parties, in the framework of its activities.

5.5.2. SUBCONTRACTING

EIT assumes full responsibility for the execution of the tasks carried out by any subcontractor. The subcontractor is equally obliged to assure the service level, the confidentiality and the security convened in the Agreement, for the provision of these services. It is the responsibility of EIT to enter into an agreement with the subcontractor to ensure their performance. 7

Source: FERROGLOBE PLC, F-4/A, 6/24/2015

6. SUPERVISION OF THE SERVICE LEVEL

6.1. EIT commits to provide monthly measurements to analyse the service level defined in Annex 2.

6.2. The parties will analyse monthly these measurements in order to identify what can be improved.

6.3. The parties will review annually by mutual agreement the contents and aims of the Service Level Agreement.

7. PAYMENTS AND PRICING

7.1. TOTAL ANNUAL AMOUNT

The total annual amount to be paid, excluding taxes, for the year 2009, for the total provision of the services described in Article 2 of this Agreement, as well as the supervision of these (establishment of measurements and supervision meetings) will be:

TWO HUNDRED THOUSAND EUROS (200,000 )

7.1.1. This amount has been fixed for the two factories of Silicon Smelters: Polokwane and Rand Carbide, being the annualamount per factory A HUNDRED THOUSAND EUROS (100,000 ).

7.1.2. If one of the factories closes down, the total amount due will be reduced pro rata for the rest of the annual period for thefactory's annual amount.

7.2. INVOICING

7.2.1. The invoicing of this amount will be carried out quarterly.

The invoices will be issued by EIT at the start of each term. Such invoice must be paid by the customer within 45 days of the date on which the invoice is issued.

7.2.2. INFRASTRUCTURE COSTS

7.2.3. The costs of the communication lines, the network infrastructure, the local servers, the micro computing material (PC andprinters) are the Customer's responsibility and it is not included in the total annual amount defined in this Agreement.

7.3. ANNUAL PAYMENT REVIEW

7.3.1. The amount defined in Article 6.1 will be subjected to annual revision, following the publication of the Consumer Price Index in Spain (Spanish CPI) in January of each financial year by the National Statistics Institute of Spain. It will correspond to the financial year that has concluded. 8

Source: FERROGLOBE PLC, F-4/A, 6/24/2015

7.3.2. The Annual Package Price does not include a protection to inflation. For this reason, the amount will be adjusted annually,according to the growth of the Spanish CPI as was indicated above.

7.3.3. The new payment is calculated using the following formula: R = R0 * (S+1), where:

7.3.4. R0 is the payment corresponding to the previous year.

7.3.5. R is the new payment, and

7.3.6. S is the last Spanish CPI published on the revision date.

7.3.7. As a result, once the first year, since the date the Agreement was executed, has passed, and on this same date on thefollowing years, the annual price will be modified in proportion with the growth of the Spanish CPI.

7.3.8. In case that the National Statistics Institute of Spain does not publish the CPI or it be significantly modified in form andcontent, the parties will agree to a new equivalent measurement, which must be published at least annually.

8. INTELLECTUAL PROPERTY

8.1. The Intellectual Property of the programmes in the application GES-INDUS, used by the Customer's exploitation of the managementsystems, belongs to EIT.

8.2. The rights of Intellectual Property also protect the programmes that might be created, and the data processing, accounts, and diagramsgenerated by the mentioned programme.

9. WARRANTY

9.1. Solution's Adequacy

9.1.1. EIT guarantees that the solution suggested to the Customer in each moment is the best possible one for the needs of theCustomer.

9.2. Cost Saving

9.2.1. EIT declares that the way of acting will always be governed by the cost saving principle. 9

Source: FERROGLOBE PLC, F-4/A, 6/24/2015

9.3. Technology

9.3.1. EIT commits to maintain its IT environment in accordance to the technological advances, in order to prevent it frombecoming obsolete.

9.4. Quality Control

9.4.1. EIT guarantees that the services described in this Agreement will be rendered in accordance with the best practice, aquality level accepted by the Customer, and in accordance with the service levels defined in Annex 2.

9.5. Availability

9.5.1. The IT staff of EIT will carry out the exploitation of the services during working hours in South Africa, except for urgentactions that will be carried out exceptionally, if it were necessary, out of the established hours.

9.6. Data and Backup Security

9.6.1. EIT will produce a daily backup copy of the data and the applications residing in its IT environment, in order to re-establish and retrieve lost information.

10. LIABILITY

10.1. EIT is responsible for any damages caused to the Customer or to third parties, when these result from EIT not satisfying thecontractual obligations.

10.2. Nevertheless, EIT will be free of responsibility, in case of not satisfying its obligations, if he can prove that this was due to forcemajeure or external causes out of his control, like accidents, natural disasters, vandalism acts or theft.

10.3. The liability of EIT will be limited to a value equal to contractual value as per clause 7.1 and will not exceed this value. 10

Source: FERROGLOBE PLC, F-4/A, 6/24/2015

11. CONFIDENTIALITY

The parties commit themselves to a total confidentiality and to not spread or use directly, through third parties or other companies, information about the other party to which they have access in the frame of this Agreement.

11.1. PROTECTION AND CONFIDENTIALITY OF DATA

11.1.1. Confidential Information means any information disclosed by either party in the frame of this Agreement. In consequence, each party agrees not to use, disclose, publish or disseminate any Confidential Information of the other party for any purpose except to perform its obligations or exercise its rights under this Agreement, except:

11.1.1.1. Following prior consent of the other party, or

11.1.1.2. If the information was in the public domain at the time it was disclosed or becomes in the public domainthrough no act or omission of the Receiving Party.

11.1.2. Any of these exceptions will not be presumed in any case, and the revealing party must clear any doubt to this respect.

11.1.3. Both parties shall take reasonable precautions to preserve in strict confidence any confidential or proprietary information obtained by them, their agents, employees, subcontractors, suppliers, consultants, and in general, any person that has access to it.

11.1.4. Confidential Information includes any technical, economic, financial and/or commercial information, confidential or not, bearing in any commercial relationship and in general, without any limitation, any information to which any of the parties has access during the application, in the frame of this Agreement.

11.1.5. Except as provided hereinafter, for a period of five years after termination or expiration of this Agreement, each party shall not disclose, publish or disseminate information received from the other party which may be required to carry out this Agreement and which the disclosing party deems proprietary and confidential.

11.1.6. Once this Agreement has expired, each party must, depending on the choice of the other party, destroy or hand over all technical, economic, financial or commercial information, confidential or not, in its possession, directly or indirectly, as convened in the present Agreement. 11

Source: FERROGLOBE PLC, F-4/A, 6/24/2015

11.2. MANAGEMENT OF ACCESS RIGHTS

11.2.1. In accordance to Article 10.1, the Customer is in charge of defining the opening, closing or modifying of access toinformation. The Customer is also in charge of defining the user accesses, as well as the level of access of its users.

11.2.2. 10.2.2. EIT guarantees the control of access (through an access code and password) to information pursuant to the accessrights defined by the Customer.

11.2.3. 10.2.3. EIT will not be held responsible if a Customer's user uses an access code and password of a third party.

12. SUPERVISION COMMISSION

12.1. The parties commit themselves to constitute a supervision commission formed by persons appointed for that purpose.

12.2. This commission will act as an intermediary between the parties and it will accomplish the following tasks:

12.2.1.1. Verify the fulfilment, in particular, the evolution and implementation, of all the services and applications. This operation willbe recorded in the corresponding reports, according to the convened periodicity.

12.2.1.2. Interpret any Article of this Agreement that might be questioned by the parties.

12.2.1.3. Resolve any potential conflict that may arise during the execution of this Agreement. For this, the commission memberswill act at their best, and assemble all the necessary information.

12.3. If the commission members are not able to resolve a conflict or a problem in the interpretation of this Agreement within thirty naturaldays, the representatives of the parties will be duly informed in order to find a solution on friendly terms. 12

Source: FERROGLOBE PLC, F-4/A, 6/24/2015

13. DURATION

13.1. The present Agreement is effective as from 1 January 2009. It is established by calendar year and renewed tacitly every year.

13.2. The Agreement rests, for all that, cancellable at any time by any of the parties before the expiry date of the Agreement or any of itsrenewals, upon three months prior written notice.

14. EARLY TERMINATION

14.1. The Customer can cancel, on its own accord, the present Agreement upon certified notice to EIT, in the following cases:

14.1.1. If there is a repeated interruption, by EIT, of the services convened in this Agreement, for a period of four working days.

14.1.2. Upon the institution, by or against EIT, of insolvency, receivership or bankruptcy proceedings or any other proceedingsfor the settlement of its debts.

14.1.3. Non-performance by EIT of its contractual obligations and warranties, assumed in the present Agreement.

14.1.4. Absorption or fusion of EIT by other companies. In this case, the Customer can decide if he wants to continue working with the new company, which will have to continue rendering all the services convened in this Agreement, in the same conditions.

14.2. For simple convenience.

14.2.1. In case the Customer cancels the Agreement in accordance with Articles 13.1, 13.2, EIT will pay the Customer the amountof 3.000 , for the non observance of the Agreement of which it is responsible.

14.2.2. In case of termination of this Agreement by the Customer according to Article 13.5, the Customer will pay EIT the amountof 3.000 .

15. CONTRACTUAL TRANSITION

15.1. In case of expiration or termination of the present Agreement, the Customer and EIT will cooperate, in good faith, to make possible a transfer, in due form to the Customer or to a third party, chosen by the Customer, for the provision of the services defined in this Agreement. For that purpose, the parties will develop, with enough time in advance and with the necessary haste, a Transition Plan where the actions and measures to be taken will be defined. 13

Source: FERROGLOBE PLC, F-4/A, 6/24/2015

15.2. EIT will continue to provide the services defined in this Agreement between the date it receives from the Customer a notice ofexpiration or termination of this Agreement and the date this expiration or termination becomes effective.

15.3. EIT commits to hand over to the Customer, on this date, all the data and its copies, in the frame of the provision of services.

16. LITIGATION RULINGS

16.1. All the litigations that may arise between the parties during the period of application of the present Agreement, in relation with its Articles, and that have not been solved in a friendly manner, will be subjected to the rulings of their respective Chief Executives. In case of persistent disagreement, the litigation will be subjected to the General Management of Group Villar Mir.

16.2. However, if any of the parties no longer belongs to Group Villar Mir, any litigation that may not be solved in a friendly manner will besettled in compliance with the laws of Spain.

16.3. Any doubt that arises, in the frame of this Agreement, will be settled through arbitration in equity, in compliance with the Spanish Law of Arbitration, Ley 60/2003, both parties agreeing to obey the decision. For the designation of the arbitrators and the management of the arbitration, the following rules will apply:

16.3.1. There will be three arbitrators, solicitors. Each party will designate one, and these two will designate a third one.

16.3.2. The place of arbitration will be Madrid.

16.3.3. It will be governed by the laws of Spain and the language of the process will be Spanish.

16.3.4. The arbitrators will dictate the decision within three months of the notice of the parties' acceptance.

16.4. The parties, expressly waiving the Jurisdiction that may correspond to the same, submit themselves to the jurisdiction of the Courtsand Tribunals of Madrid for any matter derived from the present Agreement that cannot be subjected to arbitration. 14

Source: FERROGLOBE PLC, F-4/A, 6/24/2015

17. GOVERNING LAW

17.1. This Agreement shall be governed by, and construed in accordance with the laws of Spain.

18. IN WITNESS WHEREOF, the parties acknowledge that each has fully read and understood this Agreement, and, intending to be legally bound thereby, executed this Agreement on the date first above written. SLICON SMELTERS PTY LTD ESPACIO INFORMATION TECHNOLOGY, S.A.

Name: Dr B.E.N. Ollivier Name: Carlos Lafitte Pradal

Title: Managing Director Title: Director General 15

Source: FERROGLOBE PLC, F-4/A, 6/24/2015

ANNEX 1: DEFINITIONS

The following definitions apply in the present Agreement:

IT Department: Customer's work team in charge of the support and maintenance of the Customer's local infrastructure and applications.

LAN: Internal network at the factories that connects the factory's routers with the workstations and peripheral devices of the site.

WAN: External network that connects the Silicon Smelter factories with the central node located in Madrid. Network leaving the router of each factory.

South African workdays: Monday to Friday, except for legal holidays of the South African work schedule.

South African working hours: 8h00 - 20h00 during South African workdays.

Local Servers: Servers listed in Annex 3, which are located in the factories of Silicon Smelters.

Central Servers: Servers listed in Annex 3, which are located outside the factories of Silicon Smelters.

Local Applications: IT applications used by Silicon Smelters and implemented on the local Servers. Silicon Smelters is responsible for these applications, which are listed in Annex 4.

Data: The data or information belonging to the Customer saved on magnetic support or others, and that is subject to computer treatment.

Source: FERROGLOBE PLC, F-4/A, 6/24/2015

ANNEX 2: SERVICES AND LIABILITIES Service Period Timetable Response Liability Evaluation Period

Type of Evaluation

Network Availability

Workdays in South African work schedule 8H-20H 98% availability Monthly

Measuring periods when the network is not available

Fault reports of network and server infrastructure problems

Workdays in South African work schedule

8H-20H

Alert in the 15 minutes following the fault report as well as an account when the problem has been solved. Define what alert, how and who communicates it.

98% of faults reported in the time period

Monthly

Measuring the period between the beginning and the end of the problem, and fault reporting

Ges-Indus Availability

Workdays in South African work schedule 8H-20H 98% availability Monthly

Measuring periods when the application is not available

Ges-Indus Support Level 2

Workdays in South African work schedule 8H-20H

Response: less than two South African working hours

98% of requests solved in the time period Monthly

Measuring response times for each request

Blocking Bug:

Ges-Indus Maintenance

Workdays in South African work schedule

8H-20H

Consideration and response: less than two South African working hours

98% of requests solved in the time period

Monthly

Measuring the response times for encountered problems

Solution or work-around: less than one South African workday

Non-blocking Bug:

Consideration and response: less than three South African workdays

Solution or work-around: set out by the requestor

Electronic Mail Service Availability 7d/7d 24h/24h 99% availability

Measuring periods when the electronic mail service is not available

OFINET Availability 7d/7d 24h/24h 95% availability Measuring periods when OFINET is not available

Source: FERROGLOBE PLC, F-4/A, 6/24/2015

ANNEX 3: INVENTORY OF SERVERS USED BY SILICON SMELTERS

Name of Servers Functionality Priority Local or Central Server Server Management Responsibility ERP Ges-indus Management of commercial and financial flow High Central EIT SMTP.EIT.ES Transmission of electronic mail High Central EIT POP.EIT.ES Delivery of electronic mail High Central EIT OFINET WEB application, access to electronic mail service and sharing of documents and information Medium Central EIT

Source: FERROGLOBE PLC, F-4/A, 6/24/2015

ANNEX 4: INVENTORY OF APPLICATIONS USED BY SILICON SMELTERS

Name of Application Functionality Priority Local or Central Server Server and Application Management Responsibility Ges-Indus Management of commercial and financial flow High Central EIT Email service Transmission and reception of electronic mail High Central EIT OFINET WEB application, access to electronic mail service and sharing of documents and information Medium Central EIT

Source: FERROGLOBE PLC, F-4/A, 6/24/2015
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party's obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
Solution:
The liability of EIT will be limited to a value equal to contractual value as per clause 7.1 and will not exceed this value.