PO GTC CY EXC

General Terms and Conditions for Products and/or Services

1. Purchase Orders and Acceptance

1.1 These General Terms and Conditions, together with the purchase order issued by JETA, JET AFRICA HOLDING LTD, or NEW COGNITO CY LTD, or YAPAMA CY LTD (the “Purchase Order” (“PO”) and the “Company” respectively), for the supply of equipment, goods, hardware or software (the “Products”) or provision of services (the “Services”), to the Company’s and /or the Company’s Customer (the “End User”), all as defined in the PO, constitute the entire agreement (the “Agreement”) between the Company and the supplier or service provider specified in the PO (the “Supplier”) (each, a “Party”, and together, the “Parties”).

1.2 Supplier will confirm receipt and acceptance of the PO within 3 business days of its issuance. Unless rejected by the Supplier in writing during such period, the PO, including Products and services, shall be deemed accepted by the Supplier.

1.3 The Supplier confirms and warrants that it is an authorized distributor and licensed by the OEM or manufacturer of any Hardware or Software to be delivered to the Company, under this Agreement

1.4 In the event that a valid, signed agreement between the Parties exists concerning the Products or Services, such agreement shall govern the PO, and these General Terms and Conditions shall not apply. In the absence of such a valid, signed agreement, this Agreement supersedes any other agreements, arrangements, correspondence or representations between the Parties, whether oral or written, regarding the subject matter of the Agreement. Additional or other terms set by the Supplier will not apply. However to the extent necessary, any other documents issued or agreed between the Parties with respect to the subject matter hereof will be subject and subordinated to the Agreement, which will prevail in the event of any inconsistency or ambiguity. The acceptance of Products and/or Services or payment by the Company do not constitute acceptance of any such other or additional terms and conditions proposed by the Supplier which are inconsistent with those set out in this Agreement, unless expressly agreed in writing by the Company. No amendment or alteration to the Agreement will be effective unless agreed to in writing by the authorized representatives of each Party.

2. Delivery, Documentation and Packaging

2.1 Supplier will supply the Company with the Products and/or Services in the quantity, quality and on the date specified in the PO together with the documentation, specifications and any other document related or required for their lawful use in the English and Portuguese languages. TheSupplier must ensure that the Company and/or the End User receive all official documentation provided by the OEM or manufacturer of such Product. Documentation may be provided electronically or via online OEM’s portal. printed copies of the documentation are not required unless explicitly requested by the Company.

2.2 Early or partial deliveries or performance of Services require the Company’s prior written consent. Supplier will reimburse the Company for any cost incurred in the event of insufficient or excess quantities supplied, including the return of Products to Supplier. Supplier acknowledges that time is of the essence in fulfilling this Agreement.

2.3 In relation to the supply of any Product, Supplier will comply with Company’s packaging, marking and delivery instructions. A packing list and invoice will be attached to the Products supplied. In relation to Products intended for export, no Services shall be included in any packing list or invoice (Services shall be invoiced separately). The Supplier shall indemnify the Company in respect of tax/customs duty paid by the Company in respect of items listed in the invoice or packing list which are not Products purchased hereunder.

If no specific instructions are given by Company, packaging will be suitable for the deliveries and method of transport, ensuring protection against damage and moisture during transport and storage. For all matters, the packaging is an integral part of the Product. Without prejudice to the foregoing, all Hardware must be delivered in full and in its original, sealed packaging.

2.4 Deliveries of any Product will be made in accordance with the Incoterm specified in the PO to the location specified by the Company. Supplier will notify the Company immediately of any impediment and/or delay in filling or performing the PO, and specify the action to be taken so as to minimize the delay, which will be at its expense. In compliance with the relevant Incoterm specified in the PO, Supplier shall be responsible to handle and manage all logistics related to the supply of the Products, including, but not limited to, land, air or sea transportation and shipment, tracking and custom clearance

2.5 Notwithstanding the aforesaid, in the event of non-compliance with the agreed delivery,packaging or performance deadlines, the Company may waive performance and cancel the Agreement, while reserving the right to claim damages at law.

3. Changes to POs

3.1 Upon Company’s request to modify or cancel any PO (or any part thereof) (“Change”), Supplier will use its best efforts to supply the Products or perform the Services in such modified quantities or specifications as requested by the Company, at no penalty or liability to the Company. If anyChange causes an increase or decrease in the price or the time required for performance of this Agreement, Parties shall promptly negotiate in good faith an equitable adjustment in the price or delivery dates or both, and this Agreement shall be modified in writing accordingly.

3.2 Notwithstanding the foregoing, Company is entitled to postpone a delivery of the Products or performance of the services (or any part thereof) at any time with written notice prior to the delivery date specified in the PO for the period agreed by the Parties.

4. Transfer of Ownership and Risk

For deliveries of Products and deliveries of Services necessary for the operation of the Products (eg. installation, commissioning, training), risk will transfer to the Company upon receipt by the Company at the place of receipt designated by the Company in accordance with the Incoterm specified in the PO.

5. Acceptance, Training and Warranty

5.1 For Products – Following delivery and during the Warranty Period (as defined below), the Company (or its customer) may conduct acceptance tests and quality assurance tests, and notify the Supplier of non-conformance and demand its remedy in accordance with the provisions hereunder and at law.

Supplier warrants, that during the Warranty Period, all Products delivered hereunder will be:

(i) new (when delivered), in perfect condition and free from defects in design, workmanship and material;

(ii) of the grade and quality and in conformance with the PO and all samples, drawings, and specifications furnished or published by Supplier, and to any other agreed-to specifications and quality provisions;

(iii) fully functional and fit for the intended purpose;

(iv) free of liens, encumbrances and third party rights;

(v) not infringing of any intellectual property rights; and

(vi) certified and in compliance with official and legal requirements and safety regulations of the countries of production, destination and of the Company.

Products rejected by the Company as not conforming to the PO or Product’s specifications, whether provided by Company or furnished with the Products, may be returned to Supplier at Supplier’s risk and expense.

At Company’s request and option, Supplier will: (i) repair or replace and deliver the Products to the Company at Supplier’s expense; or (ii) refund monies paid for the Products following cancellation of the PO (or any part thereof) by the Company.

The Supplier will fulfill such request within a reasonable period of time and will be responsible for the damage arising from breach of the foregoing warranties. The aforesaid does not limit Company’s remedies at law.

5.2 For Services – Supplier warrants, that during the provision of the Services and further during the Warranty Period (as defined below), all Services provided pursuant to the Agreement shall be free from defects and/or errors, and completed in full compliance with the terms and conditions of the Agreement, meet the highest professional industry standards, with the use of qualified, trained, and experienced personnel and in accordance with the agreed timeline, deliverables, milestones and or scope of work.

Supplier shall remedy any non-conformity, fault or defect at its own cost and without charge to the Company, as soon as reasonably possible after the Company’s first written request. Any work done to remedy any breach of this warranty shall be done continuously and as quickly as possible to remedy such breach. It being understood that time is of the essence.

Supplier shall bear full responsibility for all damages and losses due to defects and/or faults including, without limitation, design faults whether provided or performed by the Supplier or anyone on its behalf.

Supplier shall bear full responsibility for all damages and losses due to defects and/or faults including, without limitation, design faults whether provided or performed by the Supplier or anyone on its behalf.

5.3 For Hardware and Software – Following delivery and during the Warranty Period (as defined below), the Supplier shall ensure that all Hardware and Software Products are registered with the OEM or manufacturer of such Hardware or Software, and provide maintenance and support services in accordance with the service level agreements of the OEM or manufacturer of such Hardware or Software. The Supplier must ensure that all maintenance and support entitlements are activated and properly registered to the Company and/or the End User.

Software’s licenses must include access to updates, patches and upgrades in compliance with the service level agreements of the OEM or manufacturer of such Software.

Any delay or failure in activating and or provision of maintenance or support shall be the sole and exclusive responsibility of the Supplier.

5.4 If training services are to be provided by the Supplier hereto, the Supplier shall submit, for the Company’s review and approval the complete set of the training and on-job training program and plan, schedule and days, syllabus, location and requirements as well as recommended number of trainees required for the successful operation of each relevant Product and their required qualifications (“Training Plan”). After final Acceptance by the Company, Supplier shall commence the relevant training in accordance with the approved training plan for Execution. The Training shall be performed in both English and Portuguese languages.

5.5 “Warranty Period” means one of the following periods of time as agreed upon in writing by the Parties:

(i) For Products and Services – at least the later of: (i) 24 months from the delivery of the Products or performance of the Services, as applicable; and (ii) 12 months from installation of the Products; or

(ii) for Hardware or Software Products – the warranty period provided by the OEM or manufacturer of such Hardware or Software.

5.6 Company reserves the right to retain any payment in whole or in part until: (i) Supplier has completely fulfilled its duty to rectify the error, deficiency or deliver replacements in accordance with the Agreement; or (ii) Parties agree upon alternative measures such as, but not limited to, rescission, price reduction or damages, in a binding manner. The amount retained will be proportionate to the Supplier’s liability, as determined by the Company.

5.7 If Supplier does not rectify error or deficiency in Services or Products or deliver replacements within a reasonable time set by the Company, Company may: (i) at Supplier’s expense, undertake any rectification or replacement itself or arrange for a third party to do so without prejudice to the Supplier’s warranty obligations; or (ii) cancel the PO or any part thereof.

5.8 In the event a Products is manufactured or produced with products or materials supplied by the Company or based on documents or information provided by the Company (collectively, the “Company’s Materials, the Company’s Materials will remain in the exclusive ownership of the Company. From the moment the Company’s Materials are provided to the Supplier, the Supplier will be exclusively liable for any loss or damage caused to the Company’s Materials, and any damage caused to the Company as a result thereof.

Upon execution of the PO, or upon Company’s written request, the Supplier will: (i) return the Company’s Materials to the Company; or (ii) compensate the Company by paying the price required to purchase the Company’s Materials anew, and on its first demand, and the Supplier will compensate the Company for any damage caused to it.

6. Invoice, Price and Payment

6.1 Company will pay the price for the Products or Services, when applicable, as specified in the PO, which price is final.

6.2 The price is exclusive of VAT, if applicable, and inclusive of all other taxes, customs, duties, fees and charges, which will be borne solely by Supplier, if and to the extent imposed. The price is inclusive of all expenses incurred by Supplier, and of all fees for any subcontractors or suppliers engaged by Supplier in relation to the PO.

6.3 Unless otherwise expressly agreed hereto, all payments for the Products will be made via wire transfer and are due 60 days from the end of the month in which the Company receives the invoice in the form required by law in respect of the Products or Services supplied hereunder (i.e. current + 60), provided that the invoice has been reviewed and preapproved by the Company.

6.4 In cases where Services are billed on an hourly fee basis, invoice must detail the actual hours worked, which shall be verified in advance by the Company, and such hours shall not exceed the maximum (capped) number of hours agreed in writing between the Parties, unless prior written approval for additional hours has been preapproved by the Company.

6.5 Tax Invoices may be issued not earlier than the supply date of Products or provision or Services but in any event, invoices will not be accepted more than 180 days following the supply date or provision of services.

6.6 A separate invoice will be submitted for each delivery, unless specified otherwise by the Company in writing. Any provisions, statutory or other, relating to interest charges for late payments of invoices are expressly excluded from this Agreement and are irrevocably waived by Supplier.

6.7 Invoices will contain the following information:

(i) Full legal name, registration number and registered Company address as detailed on the PO;

(ii) The invoice date shall not precede the date of delivery of the Products (or agreed date of down payment or relevant payment milestone) or the date of completion of the Services. For Services provided on an ongoing basis, invoicing may occur in accordance with the agreed milestones subject to the Company’s preapproval;

(iii) Payment terms as specified on the PO;

(iv) PO number;

(v) Details of the Products;(vi) Supplier’s corporate information (full name, address, telephone numbers, email address, registration and/or tax file number); and

(vii) Full Supplier bank account details. Non-complying invoices may cause a delay in payment.

6.8 Supplier’s entitlement to payment is subject to:

(i) fulfillment of the PO as specified therein to the satisfaction of the Company;

(ii) submission of a proper tax invoice approved by the Company;

(iii) tax withholding out of the payments due to the Supplier as required by law; and

(iv) submission to the Company of the Supplier’s bank account details confirmed by the relevant bank (payment will only be made to Supplier’s own bank account).

6.9 Payment does not constitute an acknowledgement that the corresponding deliveries or services are in accordance with the Agreement.

6.10 Company may withhold or setoff against any payment due to Supplier, any charge, liability or indebtedness owed by Supplier to Company or which under the PO is to be paid by or charged to Supplier.

7. Collateral

Unless otherwise expressly agreed hereto, where the Company undertakes to pay the Supplier an advance payment, the Supplier will provide the Company with a bank guarantee from a first-class bank in a form acceptable to the Company as a condition for receiving such advance.

The guarantee will be in the amount of the advance and will remain in force at least until the date of the delivery of the Products and/or completion of the Services.

8. Confidentiality and Non-Competition

8.1 Each of the Supplier and the Company undertake, and will procure that its personnel and subcontractors, maintain complete confidentiality, and not reveal to any third party, any non- public or otherwise duly known information regarding the other Party, its affiliates and/or subsidiaries, obtained from such other Party or anyone on its behalf, whether oral, in writing or through any other media except as is necessary in the proper discharge of its duties hereunder. Such information includes, inter alia, any information, data, financial data, diagrams, information regarding the End User, clients, customers, and suppliers, sub-distributors, service providers and contractors, documents, methodologies, future plans, information regarding products, personnel, prices, security measures, work procedures, payment terms, and the like (the “Information”).

8.2 The Information may only be used for the purpose for which it is provided. The Information is the exclusive property of the Party disclosing the Information and all the rights therein are reserved thereto. Accordingly, the Party receiving the Information undertakes to return the Information and any derivative thereof to the disclosing Party immediately upon completing the execution of the PO or at the first request of the disclosing Party.

8.3 Company is not responsible for the content of any information, data, drawings, specifications and materials which it makes available to the Supplier in connection with the PO.

8.4 During the term hereof and for a period of 24 months thereafter, Supplier shall not, either directly and/or indirectly, be engaged in any business activity which competes, or purports to compete, with the Company.

8.5 This Section shall survive the termination of this Agreement.

9. Intellectual Property Rights

9.1 Supplier hereby grants to the Company and the End User a non-exclusive, transferable, worldwide, perpetual royalty free license (including following termination of the Agreement, for any reason) to: (i) use the software components of the Products and their documentation and to distribute them worldwide, free of charge and/or royalties; and (ii) transfer its rights hereinabove to any third party, at its sole discretion, without any payment or requirement to notify Supplier or obtain its consent. All the copyrights, patents, commercial secrets, trademarks and other intellectual property rights, including moral rights in any form that have been or will be created by or for the Supplier (either alone or with others) or anyone on its behalf during the course of executing the PO or with respect thereto including the Products (not including pre-existing intellectual property rights), Services, deliverables, diagrams, recordings, opinions, specifications, documents, reports, drawings, plans, calculations, data, software, computerized products, documentation, models, tools, and the like, whether or not transmitted to the Company tangibly (the “Inventions”), shall be “works made for hire” and the exclusive property of the Company and/or its affiliates and/or the Company’s end-customer.

9.2 The Supplier will not acquire any copyright or ownership in the Inventions as a result of executing the PO and not make any use of them without the Company’s explicit written consent. The Supplier shall promptly sign and deliver to the Company any waiver and/or assignment–related document required to ensure that all rights relating to the Inventions are irrevocably assigned to the Company.

9.3 Supplier shall indemnify the Company, its successors, assigns, customers and users of the Products, from and against all loss, liability and damage, including costs and expenses, resultingfrom any claim that the manufacture, use, sale or resale of the Products infringe any intellectual property right of a third party and Supplier shall when notified, defend any action or claim of such infringement at its expense.

9.4 Supplier will not use Company’s name, logo, trademarks or any other drawing which may be associated with the Company, in any media or document, including on the Internet.

9.5 This Section shall survive the termination of this Agreement.

10. Liability

10.1 Supplier shall be solely liable and will fully indemnify the Company, including its directors, shareholders, managers, employees, representatives and any third party for any bodily injury and/or property loss or damage, demand, claim, expense (including legal expenses, dispute resolution and reasonable compromise expenses) and liability (including bodily injury or death) arising out of: (i) any omission, breach or non-compliance under this Agreement, or negligence or wrongful act of Supplier, subcontractors or representatives; and/or (ii) any damage or destruction of property or movable property caused by Supplier, its subcontractors or representatives. This indemnity shall continue to remain in effect after the termination of this Agreement.

10.2 Supplier hereby irrevocably waives any claim or demand against the Company in the event that Supplier incurs any expense or loss in connection with this Agreement or execution of the PO. Supplier hereby releases the Company and those acting on its behalf from liability for loss and damage that may be caused to property and/or equipment of any kind brought by Supplier and/or anyone on its behalf to the Company’s premises and/or used by Supplier, but such exemption shall not apply in favor of a person who causes malicious damage.

10.3 This Section shall survive the termination of this Agreement.

11. Insurance

11.1 Without derogating from the Supplier’s liability pursuant to this Agreement and by law, the Supplier undertakes to make and maintain, at its own expense, throughout the period of the Agreement and/or the period of the provision of Service with a duly licensed and reputable insurance company, the following insurances:

(i) Third party liability insurance covering Supplier’s legal liability for Bodily Injury and/or Property Damage in a limit of liability not less than US$1,000,000 per occurrence and in the aggregate during the policy period. The Insurance will be extended to indemnify the Company and those who are acting on its behalf for liability arising from the operations of Supplier, subject to a cross- liabilityclause. The said insurance shall expressly state that the Company and/or any affiliated company’s property is considered to be third party to the policy and the policy shall contain worldwide territorial coverage;

(ii) Employers’ liability insurance covering the Supplier’s liability towards its employees in respect of personal injury and/or occupational disease which might be caused to any of them during and as a result of their employment in performing the work and/or service, subject to a limit of liability of not less than US$2,000,000 per plaintiff, per event and in the aggregate. The insurance will include a waiver of the right of subrogation towards the Company and those who act on its behalf, but such waiver will not apply in favor of a person who caused the insurance event maliciously; and

(iii) for Suppliers of professional services such as engineering, planning, supervision and programming and other related software services, Supplier undertakes to make and maintain Professional Liability Insurance in the limit of liability of not less than US$1,000,000 per claim and in the aggregate during the policy period. Professional Liability Insurance (insofar as it’s provided) will be done for an additional period of 36 months after the end of the date of provision of the Services or actual performance of the works and shall include an extended reporting period of 12 months.

The Professional Liability Insurance will cover the Supplier’s legal liability in respect of any claim or demand first made during the insurance period deriving from any negligent act, error or omission of the Supplier and/or anyone acting on its behalf in the performance of the works and/or the service and/or anyone acting on its behalf.

Professional Liability Insurance shall include a retroactive date which will be no later than the date of commencement of the Services or date of commencement of the actual works by the Supplier and/or anyone acting on its behalf. Professional Liability Insurance shall be extended to indemnify the Company in respect of any liability which may devolve upon them due to any bodily injury and/or property damage aforesaid and/or in respect of any liability which may devolve upon them due to any negligent act, error or omission as aforesaid subject to a cross-liability clause.

11.2 It is agreed that the Supplier’s Insurance, including the Professional Liability Insurance (insofar as it’s provided), shall expressly include the following general terms and conditions:

(i) insurances are deemed primary to any insurance maintained by the Company and the insurer waives any demand and/or claim regarding participation of the Company’s insurance policies;

(ii) Supplier shall strictly comply with all the requirements and conditions of Supplier’s insurance and supplementary insurance, and will work for the realization of the policies and will bear the sole cost of the premiums and all deductible amount;

(iii) The policies shall be subject to worldwide territorial limits and jurisdiction;

(iv) The policies shall include a clause according to which noncompliance with the duties imposed upon the Supplier in good faith, and/or a breach of any of the policy conditions in good faith will not prejudice the rights of the Company to obtain indemnity under the policy; and

(v) If there is a gross negligence exclusion in the policy, the Supplier must ensure that such an exclusion is deleted, but it is clarified that the aforesaid does not detract from the insured’s obligations and/or the insurer’s rights under law.

11.3 In the event that Supplier sends employees and/or contractors on its behalf or if the Supplier himself/herself (the “Personnel”) travels to a developing country, including but not limited to countries in Africa, to provide services pursuant to this Agreement, the Supplier declares and undertakes as follows:

(i) Supplier is aware that journeys to and stays in developing countries such as Angola and other African countries involve high risk;

(ii) Irrespective of travel and logistical services provided by the Company to the Personnel, supplier assumes any and all liability and responsibility for any injury, disease and other damage (collectively, “Damage”) to the Personnel during their travel and presence in such countries. The Company shall not be responsible for Damage to Personnel unless the Damage is caused by the Company, it being expressly agreed that failure to protect Personnel from Damage shall not be regarded as Damage caused by the Company;

(iii) Prior to the Personnel’s departure, the Supplier shall:

a. inform the Personnel that the Supplier is fully responsible for the entire trip; and

b. require Personnel to agree that any claims in respect of the trip shall be made against the Supplier and in any event, no claims shall be brought against the Company;

and

(iv) Upon first demand, Supplier shall indemnify and hold harmless the Company, its directors, officers, shareholders, employees and agents, from and against any and all liabilities, claims, damages, costs and expenses (including attorneys’ fees) arising out ofor resulting from any claim, action, or other proceeding by or on behalf of any of the Personnel in relation to the subject matter hereof.

11.4 The Company reserves the right to require the Supplier to provide the certificate of insurance in relation to the above policies.

12. Subcontracting and Parties’ Relationship

Supplier will not subcontract any or all of its obligations under this Agreement, except with the prior written consent of the Company. Upon request, the Supplier will provide the Company with a list of the subcontractors used in connection with the provision of its products or services. Supplier will be responsible and accountable for its agents, contractors, suppliers, officers, directors and employees and any assignees, and their respective agents, contractors, suppliers, officers, directors and employees and any assignees.

13. Term and Termination

13.1 This Agreement will be effective upon Supplier’s acceptance of the PO in accordance with Section 1.2 hereto and will remain in effect until the Parties fulfill all of their obligations hereunder, unless terminated as provided hereto.

13.2 Company may terminate this Agreement:

(i) if Supplier breaches any provision or fails to perform any of its obligations hereunder, including warranty obligations, within the period specified in the notice of breach by the Company and Supplier fails to cure such breach to the Company’s full satisfaction within such period;

(ii) upon the insolvency, bankruptcy, or voluntary dissolution of the Supplier and/or in the event of an application therefor, or in the event of Supplier’s assignment of its assets for the benefit of creditors, during the term hereof;

(iii) a Force Majeure (as defined below) event that continues for longer than 90 days; or

(iv) for any reason whatsoever by providing Supplier with 30 days’ prior written notice.

13.3 Upon expiration or termination pursuant to this Section, the Supplier will only be entitled to the payments due in consideration for Products or Services accepted by and actually provided to the full satisfaction of the Company. Company will not be liable to Supplier by reason of the termination, expiration or non-renewal of this Agreement for compensation, reimbursement or damages relating to such termination, expiration or non-renewal.

13.4 The termination or expiration of this Agreement will not change or reduce the obligations and liabilities of either Party incurred prior to the date of termination, including any warrantiesprovided by the Supplier with respect to this Agreement and/or to the Products provided prior to the date of termination.

13.5 “Force Majeure” means causes beyond a Party’s control that could not have been foreseen, prevented, avoided in whole or in part through the exercise of diligence and reasonable care. Force Majeure may include, by way of example but not limitation, those circumstances beyond the control of the affected Party such as acts of God, the public enemy, acts of government, or any department or agency thereof, as well as fire, flood, earthquakes, epidemics, quarantines, riots, wars, civil insurrections, freight embargoes, labor disputes, and unusually severe weather. The Party affected by an event of Force shall notify the other Party within three business days.

14. Compliance

14.1 The Supplier declares that neither it (if Supplier is an individual) nor its directors, officers, employees, direct or indirect shareholders, agents nor any person or entity acting on the Supplier’s behalf including its subcontractors (altogether, “Associated Persons”) is a government official or employee (if Supplier is an entity), and no government official or employee owns a direct or indirect interest in the Supplier or has or will have a beneficial interest in any right under this Agreement.

The Supplier agrees, on behalf of itself and its Associated Persons, that it is familiar, and shall comply with the anti-bribery and books and records provisions of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the Council of Europe Criminal Law Convention on Corruption, the Council of Europe Civil Law Convention on Corruption, the United Nations Convention Against Corruption, the United Kingdom Bribery Act 2010 and any other laws and norms enacted from time to time by the United Nations, the European Union or the United Kingdom of Great Britain and Northern Ireland that relate to anti- bribery and anti-corruption, and with all applicable local laws and regulations prohibiting bribery, corruption and similar unethical business practices including the Company’s then-current Anti-Bribery Policy (all the foregoing, collectively, the “Compliance Regulations”).

Without derogating from the foregoing, Supplier represents and warrants, on behalf of itself and Associated Persons, that it has not and will not pay, offer, promise or authorize, directly or indirectly, a payment, advantage or anything else of value in violation of the Compliance Regulations.

Without derogating from any right or remedy of the Company, any such prohibited payment, offer, promise or authorization constitutes a material breach of this Agreement.

The Supplier shall indemnify, defend and hold the Company and each of its directors, direct and indirect shareholders, officers, employees and agents, harmless from any and all claims, costs, penalties, demands, losses, liabilities, damages or fines, of whatever kind or nature, resulting from, arising out of or relating to its or its Associated Persons in violation of the Compliance Regulations. The Supplier shall notify the Company as soon as it becomes aware of the initiation of a public investigation, filing of an indictment and/or conviction of the Supplier or any

Associated Persons in relation to the Compliance Regulations. Any such specified event is grounds for immediate termination of this Agreement by the Company without any liability to the Company. In such case, the Company shall be entitled to receive a refund of all fees already paid to the Supplier.

The Supplier shall cooperate in:

(i) any investigation into whether the Supplier violated the Compliance Regulations, including after the termination of this Agreement; and

(ii) any audit of its activities in relation to this Agreement. The Supplier shall maintain accurate, complete and transparent accounting records, and provide invoices for its expenditures and shall provide periodic reports to the Company in the format provided by the Company.

14.2 The Supplier agrees and represents that no part of the payments made under this Agreement shall be used, directly or indirectly, to make any corrupt or illegal payment, bribe, kickback, or any other benefit to any individual or entity, including but not limited to government officials, Politically Exposed Persons (PEPs), or State-Owned Enterprises (SOEs). All payments made by the Company under this Agreement shall solely relate to the agreed Services or Products and shall not be used for any purpose other than the fulfillment of the terms and obligations of this Agreement.

14.3 This Section shall survive the termination of this Agreement.

15. Miscellaneous

15.1 This Agreement will inure to the benefit of the Company and its successors and assigns and will be binding on Supplier and its successors.

15.2 Supplier may not assign this Agreement, the PO or any or all of its obligations thereunder without Company’s prior written consent. Company may assign this Agreement or the PO to its affiliate without Supplier’s consent.

15.3 Supplier will comply with all applicable laws and regulations, standards and policies governing the Products, including but not limited to applicable EU and/or U.S. export control regulations as well as all applicable environmental, health and safety regulations.

15.4 Company and Supplier will each remain an independent contractor responsible only for its own actions and will not act as or be an agent, partner, co-venturer, employee or fiduciary of the other. Nothing in this Agreement will be construed as constituting either Party or its personnel as a partner or an employee or an agent of the other Party. Neither the Company nor Supplier will have the authority to bind the other.

15.5 Supplier shall act in good faith and fair dealings in all its dealings with the Company and with any third party. The Contractor shall not engage in deceptive, misleading and/or unethical practices that are or may be detrimental to the Company or the relevant project. In particular, the Contractor shall not (i) make any payments or provide any benefits directly or indirectly, to the Company’s personnel or representatives and shall promptly report to the Company any request for any undue financial or other advantage; nor (ii) request or receive any undue financial or other advantage apart from the consideration payable hereunder.

15.6 Any notice required to be given to Supplier under this Agreement will be in writing and may be given by delivery in person or by courier, by registered or certified mail, or by means of electronic communication capable of producing a printed copy to the mailing address or email address of a Party stated in the PO, or such other address or email address as the Party may specify by notice in writing given to the other Party. Any such notice given to a Party will be deemed to have been given and received by such Party, if by electronic communication, on successful transmission, or, if delivered, on delivery.

15.7 Supplier will have no lien, withholding, set-off or other right or encumbrance on the property of the Company for any sum due from Company whether under this Agreement or otherwise.

15.8 Should any provision of this Agreement become illegal, invalid or not enforceable, it will be considered separate or severable from this Agreement and the remaining provisions will remain in force.

15.9 This Agreement shall be governed by and construed in accordance with the laws of England and Wales (which law shall be, for the avoidance of doubt, also applicable to any non-contractual obligations owed by any Party towards any other party arising out of or in connection with this Agreement). The U.N. Convention on Contracts for the Sale of International Goods will not apply. Any dispute, controversy or claim arising out of or in connection with this Agreement, shall be submitted to arbitration under the rules of the London Court of International Arbitration (LCIA).The seat and venue of such arbitration shall be Nicosia, Cyprus, and the arbitration shall be conducted in the English language. The arbitration panel shall be comprised of one arbitrator appointed in accordance with such rules. The arbitrator shall have the authority to determine any issue as to interpretation of this Agreement, and the jurisdiction to determine any matter or his/her terms of reference. The arbitrator shall administer the arbitration proceedings in accordance with the LCIA rules then in effect, or, where none are applicable, adopt such procedures to assist with the conduct of the arbitration as the arbitrator reasonably considers appropriate, including holding discussions with any Party or its representatives and instructing professional advisers to assist him/her in reaching his/her determination. The arbitrator’s decision shall be given within 60 (sixty) business days of his/her nomination, unless otherwise agreed between the Parties, and shall be final and binding on the Parties. Notwithstanding, each Party may seek in the appropriate court or judicial forum an interim or temporary order or award.