CLIENT-OPERATOR CONTRACTAGREEMENT

Transcription

1 CLIENT-OPERATOR CONTRACTAGREEMENT

2 CLIENT COPY SERVICE LEVEL AGREEMENT BETWEEN, whose registered address is at, Lagos, Nigeria (hereinafter referred to as the SERVICE PROVIDER shall include their privies, assigns and successors in title. AND with its registered office at, Lagos State [hereinafter referred to as CLIENT'' shall include their privies, assigns and successors in title. 1. BACKGROUND: 1.1 The SERVICE PROVIDER is an accredited and licenced Waste Operator by Lagos Waste Management Authority (LAWMA) in accordance to the provisions of Part III of the Environmental Management and Protection Law In compliance with statutory requirement of the Environmental Management and Protection Law 2017, the CLIENT is desirous of engaging the services of the SERVICE PROVIDER in the removal, transportation and disposal of assigned solid waste generated from its designated locations in Lagos State as listed in the Schedule. 1.3 The SERVICE PROVIDER has the requisite expertise, technical knowhow to provide the required services and is willing to perform same based on the terms and conditions set out herein. 1.4 The SERVICE PROVIDER and the CLIENT (referred to as THE PARTIES) have agreed after consultations and negotiations with their representatives that the conditions herewith set forth shall apply during the term of this Agreement. 1.5 THIS SERVICE AGREEMENT (SLA) is exclusively in relation to the collection, removal and disposal of commercial waste generated within the designated premises of the CLIENT. 2. DEFINITIONS Unless the context otherwise requires, the following words shall have the meanings set opposite them: Associated Person means in relation to any entity, a person who (by reference to all the relevant circumstances) performs services for or on behalf of that entity in any capacity and including, without limitation, employees, agents, representatives and subcontractors. "Commencement Date" means the date Parties mutually agreed to commence the provision of service as stipulated in the Schedule or upon execution of this Agreement. "Designated Site" means the CLIENT's location in Lagos State where the services detailed in the Schedule will be performed. Force Majeure Event has the meaning given in Clause 18 LAWMA means the Lagos Waste Management Authority, the Regulatory Agency of Government responsible for exercising statutory authority with regards to solid waste management in accordance with relevant law. Relevant Law means the Environmental Management and Protection Law 2017 and any other statute, enactment, ordinance, order, regulation, guidance or other similar instrument applicable in the Lagos relating to the performance of this contract. Schedule means specific terms as it relates to performance of service and forms part of this Agreement. STANDARD TERMS AND CONDITIONS 3. COMMENCEMENT AND DURATION This Term of this Agreement will be such period specified in Schedule I or if no term is specified in Schedule I, until terminated in accordance with these terms and conditions. The Parties may extend the terms by a mutual written agreement. 4. SCOPE OF SERVICES 4.1 The SERVICE PROVIDER shall perform the duty of collection, transport and disposal of commercial solid waste generated at the CLIENT's sites listed in the Schedule which forms part of this Agreement. 4.2 The SERVICE PROVIDER shall provide the Services to the CLIENT with effect from the commencement date and in accordance with best industry practice prevailing in the outsourcing sector from time to time. 5. OBLIGATIONS OF THE CLIENT The CLIENT shall: 5.1 Pay for the services at the rate stipulated in the Schedule. 5.2 Provide subject to its Security regulations designated access routes which will allow the SERVICE PROVIDER to perform its duty efficiently under this Agreement. 5.3 Make available to the SERVICE PROVIDER all such books, manuals containing its rules, regulations, code of ethics and conduct as are required to be adhered to and strictly complied with by the SERVICE PROVIDER and or its Personnel. 5.4 Review the performance of the SERVICE PROVIDER in line with the terms and conditions set out in this Agreement, 6 (six) months after the commencement date. 5.5 Hold harmless, defend and indemnify the SERVICE PROVIDER in respect of any claim, injuries or damage to property arising as a direct act or from the wilful act or negligence of the CLIENT in the performance of any of the CLIENT's obligations under this contract. 5.6 Comply with the provision of the Environmental Management and Protection Law 2017 as it relates the aforementioned services provided under this SLA. 5.7 Undertake to provide a Standing Payment order to cover the monthly Services fee provided under the Schedule. 6. OBLIGATIONS OF THE SERVICE PROVIDER: The SERVICE PROVIDER shall: 6.1 Agree with the CLIENT on the time suitable for carrying out its services diligently and skilfully in accordance with the terms of this Agreement. 6.2 Ensure that its assigned personnel have appropriate identification and possess high level of care, skill and competence reasonably required for the performance of its obligations under this Agreement. 6.3 Provide its personnel with adequate equipment and tools necessary to carry out its obligations under the contract. 7. SERVICE LEVELS AND APPRAISALS: 7.1 The SERVICE PROVIDER shall adhere to the frequency of service as agreed and or set out in the Schedule to this Agreement; 7.2 Where for any reason, the SERVICE PROVIDER or its assigned personnel is unable to perform the services, it shall promptly inform the CLIENT and or provide an alternative personnel or service provider to perform the services as detailed herein; 7.3 If the SERVICE PROVIDER fails to notify the CLIENT of its inability to perform the reserved services or to provide alternative personnel or service provider to effect service delivery, the CLIENT may make an approved alternative arrangement for the provision of the services for that instance and the SERVICE PROVIDER shall be financially responsible for same. Such amount as may be used to provide an alternative service may be deducted from the total monthly service charge (in the event no satisfactory explanation is given) to the CLIENT by the SERVICE PROVIDER). 7.4 A meeting shall be held quarterly by the representatives of the parties at either parties' office in which the parties shall discuss the activities of the last quarters, significant occurrences, a quarterly look ahead, and service improvement initiatives. 7.5 If the existing Services are varied and new Services are added, the Service Levels for the same will be determined and included within the Schedule. 8 ADDITIONAL SERVICE. 8.1 If during the course of performing its obligations under this agreement and for the purpose of achieving efficiency in the service level as agreed herein, the SERVICE PROVIDER becomes reasonably aware of any circumstance requiring increase in frequency of service or extension of services beyond what is contemplated under this Agreement, it shall communicate this to the CLIENT immediately and perform such additional services at such additional cost as may be agreed by the parties. 8.2 Should an additional service be required by the CLIENT for the removal and disposal of solid waste outside this Agreement, a request for such may be made to the SERVICE PROVIDER and shall be entitled to charge for such additional services at a cost to be agreed upon by the parties. 9. FEES AND PAYMENT. 9.1 For the provision of SERVICES in accordance with this Agreement, the CLIENT shall pay the SERVICE PROVIDER the agreed charge/fee at rates specified in the Schedule At the end of each month, the SERVICE PROVIDER shall submit to the CLIENT the bill for the work done in accordance with the agreed rates and same shall be forwarded to the address specified in this Agreement The SERVICE PROVIDER'S bill shall be sequentially numbered and each bill shall show the amount due and unpaid arrears on the previous bill, if any. 9.4 Payment for the evacuation of waste will be on a monthly basis and in accordance with the tariff (based on the methodology of LAWMA) agreed by the SERVICE PROVIDER and the CLIENT. 9.5 The CLIENT shall authorize and issue to its Bank a Standing Payment Order in favour of the SERVICE PROVIDER for the stipulated SERVICE FEE/per month for the term reserved under this Agreement and for services rendered for the month. 9.6 Where, due to insufficiency of funds in the CLIENT's Standing Payment account, any monthly payment due to the SERVICE PROVIDER which has not been made shall be paid by the CLIENT's post-dated cheque for the unpaid monthly service fee in addition the shall pay a default fee of 10% of the monthly fee. This shall not preclude the SERVICE PROVIDER from seeking other remedies provided under the Environmental Management and Protection Law The CLIENT shall be liable for any return cheque charge imposed as a result of payment made for the additional waste, where the cheque issued for Additional waste returns unpaid. Where the cheque issued by the CLIENT for additional waste is not paid after 5 (five) working days as aforementioned, as a result of the fault (in whatever nature) of the CLIENT, the SERVICE PROVIDER shall in addition to other available remedies (depending on the circumstances) be entitled to a 10% weekly interest on the Additional fee, to be paid by issuance of a new cheque. 9.8 All Payment of the service fees or any other fees payable hereunder shall NOT be made by cash to the SERVICE PROVIDER or any of its representatives but direct debit or electronic payment into a designated SERVICE PROVIDER's account. 9.9 Notwithstanding 7.2 above where the SERVICE PROVIDER is unable to perform the services stipulated in this agreement within a month, the CLIENT reserves the right to stop the Standing Payment Order in favour of the SERVICE PROVIDER. In addition, the CLIENT shall make a report to LAWMA for necessary sanction against the SERVICE PROVIDER. 10. INSURANCE 10.1 The SERVICE PROVIDER shall take out appropriate insurance policies as may be reasonable for the type of services reserved under this Agreement The SERVICE PROVIDER shall ensure prompt settlement of premiums in respect of each insurance cover and shall make copies of the policies or evidence of payment of premium available to the CLIENT upon request by the CLIENT The SERVICE PROVIDER shall ensure that it avoids any activity that would vitiate the terms of the insurance policies taken. 11. CONFIDENTIALITY 11.1 Neither party to this Agreement shall without the prior consent of the other, disclose to any third party, details of the service provided hereunder or any other information/data that may come to its knowledge as a result of negotiating or executing this Agreement unless such disclosure becomes necessary by reason of

3 CLIENT COPY operation of law or a judicial process The SERVICE PROVIDER shall not, without the prior written consent of the CLIENT, disclose to anyone any information relating to the activities and/or operations in the CLIENT's sites, its customers, its operations, employees etc., obtained in the course of the provision of the services. 12. TERMINATION 12.1 This Agreement shall terminate at the expiration of the term herein reserved, unless same is renewed or extended by the parties as provided under sub-clause Renewal or extension of the terms of this Agreement shall be in writing upon such terms and fees as may be agreed by both parties, provided that prior to the expiration of the term herein reserved, the CLIENT communicates its intent to renew or extend this Agreement to the SERVICE PROVIDER Either party shall be entitled to terminate this Agreement upon giving to the other party 90 days written notice in advance, of its intention to terminate the Agreement The CLIENT may prematurely terminate this Agreement by giving a minimum of one month notice in writing. if in the CLIENT's opinion, the service provided by the SERVICE PROVIDER is unsatisfactory and not in accordance with the service levels set out in Clause 7 or agreed in writing from time to time by the parties and the SERVICE PROVIDER fails to/is unable to rectify the situation after been given notice to this effect The SERVICE PROVIDER may terminate this contract at any time without notice, where the CLIENT has defaulted in making punctual payment of the service charge or any other fees for 2 (Two) consecutive months, and formal demand for such payment has been made, provided that such termination has been communicated to LAWMA. Termination hereunder shall not excuse either party from existing obligations which had arisen prior to the termination of this contract The termination of this Agreement shall be without prejudice to any rights or remedies that a party may be entitled to hereunder or at law, including but not limited to any right or remedies that may have accrued before the termination of this Agreement. 13. COMMUNICATION 13.1 Any communication pursuant to this Agreement shall be in writing and shall be delivered in person or sent by courier or by facsimile(with confirmed answer back) addressed as follows: If notice is meant for Service Provider: The Managing Director, XZY Co, , Lekki Lagos GSM: If notice is meant for the Client: The Head, TYM Co Lekki Lagos Each party may change the address indicated herein by giving a written notice of the change to the other party Any notice served in accordance with the provisions of this Clause shall be deemed to have been received by the addressee within 24 hours if delivered by hand or facsimile or within 48 hours if sent by courier. 14. NOTICES 14.1 Any notice or consent required to be given to any party in connection with this Agreement shall be in writing and shall be sent by post or recorded delivery to the address of the party set out in this Agreement or to such changed address as shall for that purpose be notified to the other party Any notice delivered by hand shall be deemed to have been served when physically delivered at the relevant address. 15. AMENDMENTS AND REVIEW No provision of this Agreement shall be amended, modified, waived, discharged or terminated except by an instrument in writing signed by both parties. 16. WAIVER The failure of either party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement. 17. INVALIDITY AND SEVERABILITY If any of the provisions of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity and unenforceability shall remain in full force and effect. 18. FORCE MAJEURE For the purposes of this clause, Force Majeure means an unforeseeable event beyond the control of the CLIENT and not due to SERVICE PROVIDER's fault or negligence If a Force Majeure situation arises, the SERVICE PROVIDER shall promptly notify the CLIENT in writing within 48 hours (two business day) of such condition and the cause thereof. Unless otherwise directed by the CLIENT in writing, the SERVICE PROVIDER shall continue to perform its obligations under this Agreement as far as reasonably possible, and shall seek all practical (alternative) means for the performance of its obligations not prevented by the Force Majeure event If in the opinion of the CLIENT, the performance is likely to be delayed beyond the time as contained in schedule A of this Agreement because, the CLIENT shall grant the SERVICE PROVIDER additional time at least equal to the time lost due to the Force Majeure. 19. ARBITRATION 19.1 Any dispute arising between the parties in relation to this Agreement may be referred to LAWMA and the parties shall attempt in good faith to resolve within 30 days If parties are unable to resolve the disputes in 30 days the dispute shall be referred to Environmental Administrative Complaint Panel(the 'Panel') in accordance with Environmental Management and Protection Law Notwithstanding the above parties shall be entitled to court of law if any party is not satisfied with the outcome of the proceeding of the Panel. 20. ASSIGNMENT 20.1 Neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of the other party for the purposes of carrying out its obligation under this Agreement. Such consent is not to be unreasonably withheld or delayed The SERVICE PROVIDER shall not subcontract the whole or any part of its obligations under this agreement except with the express prior written consent of the CLIENT, such consent not to be unreasonably withheld or delayed. 21. NATURE OF RELATIONSHIP Neither the CLIENT nor SERVICE PROVIDER shall by virtue of this agreement hold itself out to be the agent or partner of the other party. This agreement shall be construed strictly for the purposes of performing the services reserved under this agreement and it shall be legally binding on the parties thereto. 22. VARIATIONS The SERVICE PROVIDER shall serve a notice of variation on the CLIENT for the purpose of varying the contract sum, mode of carrying out the duty and its frequency as contained in the schedule to the agreement whenever the situation demands. 23. COMPLIANCE WITH LAWS AND POLICIES In performing its obligations under this agreement, the Service Provider shall comply with: (a) all applicable laws, statutes, regulations [and codes] from time to time in force; and (b) the Mandatory Policies. 24. CHANGE CONTROL 24.1 Change Request for the purpose of this SLA is: (a) a request to change (including to cease) any Service or add new services to the Services; or (b) a request to amend this agreement or any document attached to it or referred to in this agreement Change Requests may be originated either by the CLIENT or by the SERVICE PROVIDER and shall become valid when it is signed by the authorised representatives of both parties to signify their approval to the change Without prejudice to Clause 7, any improvements in performance standards achieved by the SERVICE PROVIDER in compliance with the progressive improvement requirements contained in the Schedule or elsewhere in this agreement shall neither result in an increase in the Service Charges or be deemed to give rise to a Change Request. 25. JURISDICTION This Agreement is governed and construed in accordance with the applicable Laws of Lagos State of Nigeria and parties submit to the exclusive jurisdiction of the courts of the Federal Republic of Nigeria. 26. ANNOUNCEMENT 26.1 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed) Except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction. 27. ENTIRE UNDERSTANDING This Agreement contains the entire understanding between the Parties hereto and supersedes all prior oral and written agreements and statements between the Parties with respect to the subject matter hereof The Parties shall not violate and must implement at all times adequate procedures designed to prevent it or any Associated Person from engaging in any activity which would constitute an offence under the EFCC & ICPC Act, or violate the Criminal Code Act The Parties represent that, in connection with this Agreement, no improper financial or other advantage has been, will be or is agreed to be given to any person (whether working for or engaged by either party or any third party) by or on behalf of Parties and their Associated Persons Breach of any of the provisions in this Clause 28 or of any applicable anti-corruption law is a material breach of this Agreement for the purpose of Clause 10 and without prejudice to any other right, relief or remedy, entitles parties to terminate this Agreement. The parties have caused their respective common seals to be affixed hereunto the day and year first above written. Signed by THE CLIENT (Authorised Representative) Name: Designation: Date: (Affix the Client's Seal on the Signature, where applicable) Signed by the SERVICE PROVIDER (Authorised Representative) Name: Designation: Date: (Affix the Service Providers Seal on the Signature, where applicable)

4 OPERATOR COPY SERVICE LEVEL AGREEMENT BETWEEN, whose registered address is at, Lagos, Nigeria (hereinafter referred to as the SERVICE PROVIDER shall include their privies, assigns and successors in title. AND with its registered office at, Lagos State [hereinafter referred to as CLIENT'' shall include their privies, assigns and successors in title. 1. BACKGROUND: 1.1 The SERVICE PROVIDER is an accredited and licenced Waste Operator by Lagos Waste Management Authority (LAWMA) in accordance to the provisions of Part III of the Environmental Management and Protection Law In compliance with statutory requirement of the Environmental Management and Protection Law 2017, the CLIENT is desirous of engaging the services of the SERVICE PROVIDER in the removal, transportation and disposal of assigned solid waste generated from its designated locations in Lagos State as listed in the Schedule. 1.3 The SERVICE PROVIDER has the requisite expertise, technical knowhow to provide the required services and is willing to perform same based on the terms and conditions set out herein. 1.4 The SERVICE PROVIDER and the CLIENT (referred to as THE PARTIES) have agreed after consultations and negotiations with their representatives that the conditions herewith set forth shall apply during the term of this Agreement. 1.5 THIS SERVICE AGREEMENT (SLA) is exclusively in relation to the collection, removal and disposal of commercial waste generated within the designated premises of the CLIENT. 2. DEFINITIONS Unless the context otherwise requires, the following words shall have the meanings set opposite them: Associated Person means in relation to any entity, a person who (by reference to all the relevant circumstances) performs services for or on behalf of that entity in any capacity and including, without limitation, employees, agents, representatives and subcontractors. "Commencement Date" means the date Parties mutually agreed to commence the provision of service as stipulated in the Schedule or upon execution of this Agreement. "Designated Site" means the CLIENT's location in Lagos State where the services detailed in the Schedule will be performed. Force Majeure Event has the meaning given in Clause 18 LAWMA means the Lagos Waste Management Authority, the Regulatory Agency of Government responsible for exercising statutory authority with regards to solid waste management in accordance with relevant law. Relevant Law means the Environmental Management and Protection Law 2017 and any other statute, enactment, ordinance, order, regulation, guidance or other similar instrument applicable in the Lagos relating to the performance of this contract. Schedule means specific terms as it relates to performance of service and forms part of this Agreement. STANDARD TERMS AND CONDITIONS 3. COMMENCEMENT AND DURATION This Term of this Agreement will be such period specified in Schedule I or if no term is specified in Schedule I, until terminated in accordance with these terms and conditions. The Parties may extend the terms by a mutual written agreement. 4. SCOPE OF SERVICES 4.1 The SERVICE PROVIDER shall perform the duty of collection, transport and disposal of commercial solid waste generated at the CLIENT's sites listed in the Schedule which forms part of this Agreement. 4.2 The SERVICE PROVIDER shall provide the Services to the CLIENT with effect from the commencement date and in accordance with best industry practice prevailing in the outsourcing sector from time to time. 5. OBLIGATIONS OF THE CLIENT The CLIENT shall: 5.1 Pay for the services at the rate stipulated in the Schedule. 5.2 Provide subject to its Security regulations designated access routes which will allow the SERVICE PROVIDER to perform its duty efficiently under this Agreement. 5.3 Make available to the SERVICE PROVIDER all such books, manuals containing its rules, regulations, code of ethics and conduct as are required to be adhered to and strictly complied with by the SERVICE PROVIDER and or its Personnel. 5.4 Review the performance of the SERVICE PROVIDER in line with the terms and conditions set out in this Agreement, 6 (six) months after the commencement date. 5.5 Hold harmless, defend and indemnify the SERVICE PROVIDER in respect of any claim, injuries or damage to property arising as a direct act or from the wilful act or negligence of the CLIENT in the performance of any of the CLIENT's obligations under this contract. 5.6 Comply with the provision of the Environmental Management and Protection Law 2017 as it relates the aforementioned services provided under this SLA. 5.7 Undertake to provide a Standing Payment order to cover the monthly Services fee provided under the Schedule. 6. OBLIGATIONS OF THE SERVICE PROVIDER: The SERVICE PROVIDER shall: 6.1 Agree with the CLIENT on the time suitable for carrying out its services diligently and skilfully in accordance with the terms of this Agreement. 6.2 Ensure that its assigned personnel have appropriate identification and possess high level of care, skill and competence reasonably required for the performance of its obligations under this Agreement. 6.3 Provide its personnel with adequate equipment and tools necessary to carry out its obligations under the contract. 7. SERVICE LEVELS AND APPRAISALS: 7.1 The SERVICE PROVIDER shall adhere to the frequency of service as agreed and or set out in the Schedule to this Agreement; 7.2 Where for any reason, the SERVICE PROVIDER or its assigned personnel is unable to perform the services, it shall promptly inform the CLIENT and or provide an alternative personnel or service provider to perform the services as detailed herein; 7.3 If the SERVICE PROVIDER fails to notify the CLIENT of its inability to perform the reserved services or to provide alternative personnel or service provider to effect service delivery, the CLIENT may make an approved alternative arrangement for the provision of the services for that instance and the SERVICE PROVIDER shall be financially responsible for same. Such amount as may be used to provide an alternative service may be deducted from the total monthly service charge (in the event no satisfactory explanation is given) to the CLIENT by the SERVICE PROVIDER). 7.4 A meeting shall be held quarterly by the representatives of the parties at either parties' office in which the parties shall discuss the activities of the last quarters, significant occurrences, a quarterly look ahead, and service improvement initiatives. 7.5 If the existing Services are varied and new Services are added, the Service Levels for the same will be determined and included within the Schedule. 8 ADDITIONAL SERVICE. 8.1 If during the course of performing its obligations under this agreement and for the purpose of achieving efficiency in the service level as agreed herein, the SERVICE PROVIDER becomes reasonably aware of any circumstance requiring increase in frequency of service or extension of services beyond what is contemplated under this Agreement, it shall communicate this to the CLIENT immediately and perform such additional services at such additional cost as may be agreed by the parties. 8.2 Should an additional service be required by the CLIENT for the removal and disposal of solid waste outside this Agreement, a request for such may be made to the SERVICE PROVIDER and shall be entitled to charge for such additional services at a cost to be agreed upon by the parties. 9. FEES AND PAYMENT. 9.1 For the provision of SERVICES in accordance with this Agreement, the CLIENT shall pay the SERVICE PROVIDER the agreed charge/fee at rates specified in the Schedule At the end of each month, the SERVICE PROVIDER shall submit to the CLIENT the bill for the work done in accordance with the agreed rates and same shall be forwarded to the address specified in this Agreement The SERVICE PROVIDER'S bill shall be sequentially numbered and each bill shall show the amount due and unpaid arrears on the previous bill, if any. 9.4 Payment for the evacuation of waste will be on a monthly basis and in accordance with the tariff (based on the methodology of LAWMA) agreed by the SERVICE PROVIDER and the CLIENT. 9.5 The CLIENT shall authorize and issue to its Bank a Standing Payment Order in favour of the SERVICE PROVIDER for the stipulated SERVICE FEE/per month for the term reserved under this Agreement and for services rendered for the month. 9.6 Where, due to insufficiency of funds in the CLIENT's Standing Payment account, any monthly payment due to the SERVICE PROVIDER which has not been made shall be paid by the CLIENT's post-dated cheque for the unpaid monthly service fee in addition the shall pay a default fee of 10% of the monthly fee. This shall not preclude the SERVICE PROVIDER from seeking other remedies provided under the Environmental Management and Protection Law The CLIENT shall be liable for any return cheque charge imposed as a result of payment made for the additional waste, where the cheque issued for Additional waste returns unpaid. Where the cheque issued by the CLIENT for additional waste is not paid after 5 (five) working days as aforementioned, as a result of the fault (in whatever nature) of the CLIENT, the SERVICE PROVIDER shall in addition to other available remedies (depending on the circumstances) be entitled to a 10% weekly interest on the Additional fee, to be paid by issuance of a new cheque. 9.8 All Payment of the service fees or any other fees payable hereunder shall NOT be made by cash to the SERVICE PROVIDER or any of its representatives but direct debit or electronic payment into a designated SERVICE PROVIDER's account. 9.9 Notwithstanding 7.2 above where the SERVICE PROVIDER is unable to perform the services stipulated in this agreement within a month, the CLIENT reserves the right to stop the Standing Payment Order in favour of the SERVICE PROVIDER. In addition, the CLIENT shall make a report to LAWMA for necessary sanction against the SERVICE PROVIDER. 10. INSURANCE 10.1 The SERVICE PROVIDER shall take out appropriate insurance policies as may be reasonable for the type of services reserved under this Agreement The SERVICE PROVIDER shall ensure prompt settlement of premiums in respect of each insurance cover and shall make copies of the policies or evidence of payment of premium available to the CLIENT upon request by the CLIENT The SERVICE PROVIDER shall ensure that it avoids any activity that would vitiate the terms of the insurance policies taken. 11. CONFIDENTIALITY 11.1 Neither party to this Agreement shall without the prior consent of the other, disclose to any third party, details of the service provided hereunder or any other information/data that may come to its knowledge as a result of negotiating or executing this Agreement unless such disclosure becomes necessary by reason of

5 OPERATOR COPY operation of law or a judicial process The SERVICE PROVIDER shall not, without the prior written consent of the CLIENT, disclose to anyone any information relating to the activities and/or operations in the CLIENT's sites, its customers, its operations, employees etc., obtained in the course of the provision of the services. 12. TERMINATION 12.1 This Agreement shall terminate at the expiration of the term herein reserved, unless same is renewed or extended by the parties as provided under sub-clause Renewal or extension of the terms of this Agreement shall be in writing upon such terms and fees as may be agreed by both parties, provided that prior to the expiration of the term herein reserved, the CLIENT communicates its intent to renew or extend this Agreement to the SERVICE PROVIDER Either party shall be entitled to terminate this Agreement upon giving to the other party 90 days written notice in advance, of its intention to terminate the Agreement The CLIENT may prematurely terminate this Agreement by giving a minimum of one month notice in writing. if in the CLIENT's opinion, the service provided by the SERVICE PROVIDER is unsatisfactory and not in accordance with the service levels set out in Clause 7 or agreed in writing from time to time by the parties and the SERVICE PROVIDER fails to/is unable to rectify the situation after been given notice to this effect The SERVICE PROVIDER may terminate this contract at any time without notice, where the CLIENT has defaulted in making punctual payment of the service charge or any other fees for 2 (Two) consecutive months, and formal demand for such payment has been made, provided that such termination has been communicated to LAWMA. Termination hereunder shall not excuse either party from existing obligations which had arisen prior to the termination of this contract The termination of this Agreement shall be without prejudice to any rights or remedies that a party may be entitled to hereunder or at law, including but not limited to any right or remedies that may have accrued before the termination of this Agreement. 13. COMMUNICATION 13.1 Any communication pursuant to this Agreement shall be in writing and shall be delivered in person or sent by courier or by facsimile(with confirmed answer back) addressed as follows: If notice is meant for Service Provider: The Managing Director, XZY Co, , Lekki Lagos GSM: If notice is meant for the Client: The Head, TYM Co Lekki Lagos Each party may change the address indicated herein by giving a written notice of the change to the other party Any notice served in accordance with the provisions of this Clause shall be deemed to have been received by the addressee within 24 hours if delivered by hand or facsimile or within 48 hours if sent by courier. 14. NOTICES 14.1 Any notice or consent required to be given to any party in connection with this Agreement shall be in writing and shall be sent by post or recorded delivery to the address of the party set out in this Agreement or to such changed address as shall for that purpose be notified to the other party Any notice delivered by hand shall be deemed to have been served when physically delivered at the relevant address. 15. AMENDMENTS AND REVIEW No provision of this Agreement shall be amended, modified, waived, discharged or terminated except by an instrument in writing signed by both parties. 16. WAIVER The failure of either party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement. 17. INVALIDITY AND SEVERABILITY If any of the provisions of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity and unenforceability shall remain in full force and effect. 18. FORCE MAJEURE For the purposes of this clause, Force Majeure means an unforeseeable event beyond the control of the CLIENT and not due to SERVICE PROVIDER's fault or negligence If a Force Majeure situation arises, the SERVICE PROVIDER shall promptly notify the CLIENT in writing within 48 hours (two business day) of such condition and the cause thereof. Unless otherwise directed by the CLIENT in writing, the SERVICE PROVIDER shall continue to perform its obligations under this Agreement as far as reasonably possible, and shall seek all practical (alternative) means for the performance of its obligations not prevented by the Force Majeure event If in the opinion of the CLIENT, the performance is likely to be delayed beyond the time as contained in schedule A of this Agreement because, the CLIENT shall grant the SERVICE PROVIDER additional time at least equal to the time lost due to the Force Majeure. 19. ARBITRATION 19.1 Any dispute arising between the parties in relation to this Agreement may be referred to LAWMA and the parties shall attempt in good faith to resolve within 30 days If parties are unable to resolve the disputes in 30 days the dispute shall be referred to Environmental Administrative Complaint Panel(the 'Panel') in accordance with Environmental Management and Protection Law Notwithstanding the above parties shall be entitled to court of law if any party is not satisfied with the outcome of the proceeding of the Panel. 20. ASSIGNMENT 20.1 Neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of the other party for the purposes of carrying out its obligation under this Agreement. Such consent is not to be unreasonably withheld or delayed The SERVICE PROVIDER shall not subcontract the whole or any part of its obligations under this agreement except with the express prior written consent of the CLIENT, such consent not to be unreasonably withheld or delayed. 21. NATURE OF RELATIONSHIP Neither the CLIENT nor SERVICE PROVIDER shall by virtue of this agreement hold itself out to be the agent or partner of the other party. This agreement shall be construed strictly for the purposes of performing the services reserved under this agreement and it shall be legally binding on the parties thereto. 22. VARIATIONS The SERVICE PROVIDER shall serve a notice of variation on the CLIENT for the purpose of varying the contract sum, mode of carrying out the duty and its frequency as contained in the schedule to the agreement whenever the situation demands. 23. COMPLIANCE WITH LAWS AND POLICIES In performing its obligations under this agreement, the Service Provider shall comply with: (a) all applicable laws, statutes, regulations [and codes] from time to time in force; and (b) the Mandatory Policies. 24. CHANGE CONTROL 24.1 Change Request for the purpose of this SLA is: (a) a request to change (including to cease) any Service or add new services to the Services; or (b) a request to amend this agreement or any document attached to it or referred to in this agreement Change Requests may be originated either by the CLIENT or by the SERVICE PROVIDER and shall become valid when it is signed by the authorised representatives of both parties to signify their approval to the change Without prejudice to Clause 7, any improvements in performance standards achieved by the SERVICE PROVIDER in compliance with the progressive improvement requirements contained in the Schedule or elsewhere in this agreement shall neither result in an increase in the Service Charges or be deemed to give rise to a Change Request. 25. JURISDICTION This Agreement is governed and construed in accordance with the applicable Laws of Lagos State of Nigeria and parties submit to the exclusive jurisdiction of the courts of the Federal Republic of Nigeria. 26. ANNOUNCEMENT 26.1 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed) Except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction. 27. ENTIRE UNDERSTANDING This Agreement contains the entire understanding between the Parties hereto and supersedes all prior oral and written agreements and statements between the Parties with respect to the subject matter hereof The Parties shall not violate and must implement at all times adequate procedures designed to prevent it or any Associated Person from engaging in any activity which would constitute an offence under the EFCC & ICPC Act, or violate the Criminal Code Act The Parties represent that, in connection with this Agreement, no improper financial or other advantage has been, will be or is agreed to be given to any person (whether working for or engaged by either party or any third party) by or on behalf of Parties and their Associated Persons Breach of any of the provisions in this Clause 28 or of any applicable anti-corruption law is a material breach of this Agreement for the purpose of Clause 10 and without prejudice to any other right, relief or remedy, entitles parties to terminate this Agreement. The parties have caused their respective common seals to be affixed hereunto the day and year first above written. Signed by THE CLIENT (Authorised Representative) Name: Designation: Date: (Affix the Client's Seal on the Signature, where applicable) Signed by the SERVICE PROVIDER (Authorised Representative) Name: Designation: Date: (Affix the Service Providers Seal on the Signature, where applicable)

6 LAWMA COPY SERVICE LEVEL AGREEMENT BETWEEN, whose registered address is at, Lagos, Nigeria (hereinafter referred to as the SERVICE PROVIDER shall include their privies, assigns and successors in title. AND with its registered office at, Lagos State [hereinafter referred to as CLIENT'' shall include their privies, assigns and successors in title. 1. BACKGROUND: 1.1 The SERVICE PROVIDER is an accredited and licenced Waste Operator by Lagos Waste Management Authority (LAWMA) in accordance to the provisions of Part III of the Environmental Management and Protection Law In compliance with statutory requirement of the Environmental Management and Protection Law 2017, the CLIENT is desirous of engaging the services of the SERVICE PROVIDER in the removal, transportation and disposal of assigned solid waste generated from its designated locations in Lagos State as listed in the Schedule. 1.3 The SERVICE PROVIDER has the requisite expertise, technical knowhow to provide the required services and is willing to perform same based on the terms and conditions set out herein. 1.4 The SERVICE PROVIDER and the CLIENT (referred to as THE PARTIES) have agreed after consultations and negotiations with their representatives that the conditions herewith set forth shall apply during the term of this Agreement. 1.5 THIS SERVICE AGREEMENT (SLA) is exclusively in relation to the collection, removal and disposal of commercial waste generated within the designated premises of the CLIENT. 2. DEFINITIONS Unless the context otherwise requires, the following words shall have the meanings set opposite them: Associated Person means in relation to any entity, a person who (by reference to all the relevant circumstances) performs services for or on behalf of that entity in any capacity and including, without limitation, employees, agents, representatives and subcontractors. "Commencement Date" means the date Parties mutually agreed to commence the provision of service as stipulated in the Schedule or upon execution of this Agreement. "Designated Site" means the CLIENT's location in Lagos State where the services detailed in the Schedule will be performed. Force Majeure Event has the meaning given in Clause 18 LAWMA means the Lagos Waste Management Authority, the Regulatory Agency of Government responsible for exercising statutory authority with regards to solid waste management in accordance with relevant law. Relevant Law means the Environmental Management and Protection Law 2017 and any other statute, enactment, ordinance, order, regulation, guidance or other similar instrument applicable in the Lagos relating to the performance of this contract. Schedule means specific terms as it relates to performance of service and forms part of this Agreement. STANDARD TERMS AND CONDITIONS 3. COMMENCEMENT AND DURATION This Term of this Agreement will be such period specified in Schedule I or if no term is specified in Schedule I, until terminated in accordance with these terms and conditions. The Parties may extend the terms by a mutual written agreement. 4. SCOPE OF SERVICES 4.1 The SERVICE PROVIDER shall perform the duty of collection, transport and disposal of commercial solid waste generated at the CLIENT's sites listed in the Schedule which forms part of this Agreement. 4.2 The SERVICE PROVIDER shall provide the Services to the CLIENT with effect from the commencement date and in accordance with best industry practice prevailing in the outsourcing sector from time to time. 5. OBLIGATIONS OF THE CLIENT The CLIENT shall: 5.1 Pay for the services at the rate stipulated in the Schedule. 5.2 Provide subject to its Security regulations designated access routes which will allow the SERVICE PROVIDER to perform its duty efficiently under this Agreement. 5.3 Make available to the SERVICE PROVIDER all such books, manuals containing its rules, regulations, code of ethics and conduct as are required to be adhered to and strictly complied with by the SERVICE PROVIDER and or its Personnel. 5.4 Review the performance of the SERVICE PROVIDER in line with the terms and conditions set out in this Agreement, 6 (six) months after the commencement date. 5.5 Hold harmless, defend and indemnify the SERVICE PROVIDER in respect of any claim, injuries or damage to property arising as a direct act or from the wilful act or negligence of the CLIENT in the performance of any of the CLIENT's obligations under this contract. 5.6 Comply with the provision of the Environmental Management and Protection Law 2017 as it relates the aforementioned services provided under this SLA. 5.7 Undertake to provide a Standing Payment order to cover the monthly Services fee provided under the Schedule. 6. OBLIGATIONS OF THE SERVICE PROVIDER: The SERVICE PROVIDER shall: 6.1 Agree with the CLIENT on the time suitable for carrying out its services diligently and skilfully in accordance with the terms of this Agreement. 6.2 Ensure that its assigned personnel have appropriate identification and possess high level of care, skill and competence reasonably required for the performance of its obligations under this Agreement. 6.3 Provide its personnel with adequate equipment and tools necessary to carry out its obligations under the contract. 7. SERVICE LEVELS AND APPRAISALS: 7.1 The SERVICE PROVIDER shall adhere to the frequency of service as agreed and or set out in the Schedule to this Agreement; 7.2 Where for any reason, the SERVICE PROVIDER or its assigned personnel is unable to perform the services, it shall promptly inform the CLIENT and or provide an alternative personnel or service provider to perform the services as detailed herein; 7.3 If the SERVICE PROVIDER fails to notify the CLIENT of its inability to perform the reserved services or to provide alternative personnel or service provider to effect service delivery, the CLIENT may make an approved alternative arrangement for the provision of the services for that instance and the SERVICE PROVIDER shall be financially responsible for same. Such amount as may be used to provide an alternative service may be deducted from the total monthly service charge (in the event no satisfactory explanation is given) to the CLIENT by the SERVICE PROVIDER). 7.4 A meeting shall be held quarterly by the representatives of the parties at either parties' office in which the parties shall discuss the activities of the last quarters, significant occurrences, a quarterly look ahead, and service improvement initiatives. 7.5 If the existing Services are varied and new Services are added, the Service Levels for the same will be determined and included within the Schedule. 8 ADDITIONAL SERVICE. 8.1 If during the course of performing its obligations under this agreement and for the purpose of achieving efficiency in the service level as agreed herein, the SERVICE PROVIDER becomes reasonably aware of any circumstance requiring increase in frequency of service or extension of services beyond what is contemplated under this Agreement, it shall communicate this to the CLIENT immediately and perform such additional services at such additional cost as may be agreed by the parties. 8.2 Should an additional service be required by the CLIENT for the removal and disposal of solid waste outside this Agreement, a request for such may be made to the SERVICE PROVIDER and shall be entitled to charge for such additional services at a cost to be agreed upon by the parties. 9. FEES AND PAYMENT. 9.1 For the provision of SERVICES in accordance with this Agreement, the CLIENT shall pay the SERVICE PROVIDER the agreed charge/fee at rates specified in the Schedule At the end of each month, the SERVICE PROVIDER shall submit to the CLIENT the bill for the work done in accordance with the agreed rates and same shall be forwarded to the address specified in this Agreement The SERVICE PROVIDER'S bill shall be sequentially numbered and each bill shall show the amount due and unpaid arrears on the previous bill, if any. 9.4 Payment for the evacuation of waste will be on a monthly basis and in accordance with the tariff (based on the methodology of LAWMA) agreed by the SERVICE PROVIDER and the CLIENT. 9.5 The CLIENT shall authorize and issue to its Bank a Standing Payment Order in favour of the SERVICE PROVIDER for the stipulated SERVICE FEE/per month for the term reserved under this Agreement and for services rendered for the month. 9.6 Where, due to insufficiency of funds in the CLIENT's Standing Payment account, any monthly payment due to the SERVICE PROVIDER which has not been made shall be paid by the CLIENT's post-dated cheque for the unpaid monthly service fee in addition the shall pay a default fee of 10% of the monthly fee. This shall not preclude the SERVICE PROVIDER from seeking other remedies provided under the Environmental Management and Protection Law The CLIENT shall be liable for any return cheque charge imposed as a result of payment made for the additional waste, where the cheque issued for Additional waste returns unpaid. Where the cheque issued by the CLIENT for additional waste is not paid after 5 (five) working days as aforementioned, as a result of the fault (in whatever nature) of the CLIENT, the SERVICE PROVIDER shall in addition to other available remedies (depending on the circumstances) be entitled to a 10% weekly interest on the Additional fee, to be paid by issuance of a new cheque. 9.8 All Payment of the service fees or any other fees payable hereunder shall NOT be made by cash to the SERVICE PROVIDER or any of its representatives but direct debit or electronic payment into a designated SERVICE PROVIDER's account. 9.9 Notwithstanding 7.2 above where the SERVICE PROVIDER is unable to perform the services stipulated in this agreement within a month, the CLIENT reserves the right to stop the Standing Payment Order in favour of the SERVICE PROVIDER. In addition, the CLIENT shall make a report to LAWMA for necessary sanction against the SERVICE PROVIDER. 10. INSURANCE 10.1 The SERVICE PROVIDER shall take out appropriate insurance policies as may be reasonable for the type of services reserved under this Agreement The SERVICE PROVIDER shall ensure prompt settlement of premiums in respect of each insurance cover and shall make copies of the policies or evidence of payment of premium available to the CLIENT upon request by the CLIENT The SERVICE PROVIDER shall ensure that it avoids any activity that would vitiate the terms of the insurance policies taken. 11. CONFIDENTIALITY 11.1 Neither party to this Agreement shall without the prior consent of the other, disclose to any third party, details of the service provided hereunder or any other information/data that may come to its knowledge as a result of negotiating or executing this Agreement unless such disclosure becomes necessary by reason of