APPENDIX V SPECIMEN CONTRACT - SIA Engineering Company

from time to time. The Vendor shall also ensure that its employees, subcontractors (if any) and otherauthorized personnel shall adhere to the terms of the individual non-disclosure agreements (Terms andConditions of Usage of IT Resources and Section 10 (Specimen Individual Non-Disclosure Agreement)which shall be signed by them.j) provide training to SIAEC personnel to operate and maintain the System at no charge to SIAEC.3 Vendor’s Representations and Warrantiesa) it has the right power and authority to enter into this Contract;b) that it has the rights necessary to perform its obligations hereunder;c) its title to and property in the Software and Documentation is free and unencumbered and it owns or hasall necessary rights to grant the rights contemplated hereunder including all Intellectual Property Rights inthe Software and Documentation;d) all items supplied solely by the Vendor to SIAEC under this Contract do not alone or in anycombination infringe any Intellectual Property Rights, and it is not aware of any claims of theIntellectual Property Rights in the Software or the System that would be inconsistent with theperformance of its obligations under this Contract;e) that the training or instruction of SIAEC’s technical support staff and users and the Documentation shallgive adequate instructions to enable SIAEC to make full and proper use of the Software in conjunctionwith the hardware and interface with other software systems related to the System and utilized bySIAEC without reference to any person or document;f) to provide prompt receipt, analysis and resolution of any technical problems notified by SIAEC to theVendor in accordance with Section 6; andg) to provide, without additional charge to SIAEC, any software upgrades as may be necessary to ensurethe proper functioning of the Software to meet the System objectives.4 AuditSIAEC may audit, at its sole cost, the Vendor’s authorized representatives and/or licensors at any time duringnormal office hours on premises where the Services are being performed.5 Late Completion5.1 If the Vendor shall fail to achieve completion of the entire System by the Targeted System Completion Date, theVendor shall pay to SIAEC by way of liquidated damages the sum equivalent to of one percent (1%) of theContract Sum per week commencing on the day after the Targeted System Completion Date and expiring on theactual system completion date subject to a maximum of ten percent (10%) of the Contract Sum. Such paymentshall be without prejudice to the Vendor’s obligation to complete the Services as soon after the Targeted SystemCompletion Date as shall be reasonably possible.5.2 If the Vendor fails to achieve completion of the System by more than ten (10) weeks after the Targeted SystemCompletion Date, SIAEC shall be entitled without prejudice to any other rights or remedies it may have hereunderor at law to terminate forthwith this Contract immediately by giving written notice to the Vendor.5.3 SIAEC shall be at liberty to deduct all liquidated damages and monies payable by the Vendor above or any partthereof from the Security Deposit and from all the monies then due or thereafter to become due or payable to theVendor under the Contract and to claim and recover forthwith from the Vendor such amount or part thereof whichshall not have been so deducted. Unless, notified otherwise by SIAEC, the payment or deduction of such sumsshall not relieve the Vendor from the obligations to achieve completion of the System or from its other obligationsand liabilities under this Contract.6 Confidentiality6.1 For the purposes of this Contract, “Confidential Information” includes the terms of this Contract, allinformation (written or oral) concerning the business and affairs of SIAEC (including, without limitation,