CONTRACT NO - Marine Institute

6.2.3. not use any Restricted Information for any purpose other than ascontemplated by and subject to the terms of this Agreement;6.2.4. not make any copies of, record in any way or part with possession of anyRestricted Information; and6.2.5. ensure that none of CONTRACTOR directors, officers, employees, agents oradvisers does any act that, if done by that party, would be a breach of theprovisions of this Section6.3. Either party may disclose any Restricted Information to any sub-contractor orsupplier of such party; any governmental or other authority or regulatory body; or anyemployee or officer of that party or of any of the aforementioned to such extent onlyas is necessary for the purposes contemplated by this Agreement, or as required bylaw, and in each case subject to that party first informing the person in question inwriting that the Restricted Information is confidential and (except where thedisclosure is to any such body as is mentioned above, or any employee or officer ofany such body) obtaining and submitting to the other party a written undertakingfrom the person in question, as nearly as practicable in the terms of this Clause, tokeep the Restricted Information confidential and to use it only for the purposes forwhich the disclosure is made6.4. Either party may use any Restricted Information for any purpose, or disclosure it toany other person, to the extent only that it is at the date of this Agreement, or at anytime after that date becomes, public knowledge through no fault of that party,provided that in doing so that party does not disclose any part of that RestrictedInformation which is not public knowledge.6.5. The provisions of this Clause shall continue in force in accordance with their terms,notwithstanding the termination of this Agreement for any reason.7. CHANGE CONTROL PROCESS7.1. Both Parties agree that any request for changes to the Services (including WorkAssignments), an adjustment to the cost, or an adjustment in the time ofperformance (the “Change Request”) will be discussed only between the personsdesignated by CONTRACTOR and The Marine Institute as their respectiverepresentative (The Marine Institutes and CONTRACTORs Project Representatives).7.2. Where CONTRACTOR wishes to make a Change Request, it shall notify The MarineInstitute, and shall deliver as part of the CR, a written estimate of the effort and costassociated with the change, along with CONTRACTOR’s assessment of the likelyimpact of the change on the Services (including time and cost). Where The MarineInstitute agrees to the change it shall sign the PCR and CONTRACTOR shall invoiceThe Marine Institute for any additional costs, to be agreed with The Marine Instituteat the time of the CR.7.3. Where The Marine Institute requests a change, CONTRACTOR shall notify TheMarine Institute in writing of the following matters promptly and in any event not laterthan five (5) working days after the request from The Marine Institute:7.3.1. Any addition or abatement of the cost resulting from the change;7.3.2. Any effect on the Work Assignment resulting from the change requested; and7.3.3. Any other effect on the Services that would reasonably be known toCONTRACTOR, which is material to The Marine Institute’s consideration ofthe change.4

8. NATURE OF THE AGREEMENT8.1. Each party shall be entitled to perform any of the obligations undertaken by it and toexercise any rights granted to it under this Agreement through any parent, subsidiaryor other member of COMPANY group of companies, provided that any act oromission of that other member shall, for all the purposes of this Agreement, bedeemed to be the act or omission of the party in question.8.2. In all other circumstances, this Agreement is personal to the parties and neitherparty may assign, mortgage, or charge (otherwise than by floating charge) or sublicenseany of COMPANY rights hereunder, or sub-contract or otherwise delegateany of COMPANY obligations hereunder, except with the written consent of the otherparty.9. NOTICE AND TERMINATION9.1. This Agreement may be terminated by either party on giving of one month's writtenprior notice but shall in any event determine on completion of the services outlined atSchedule A herein by CONTRACTOR to the satisfaction of The Marine Institute.9.2. Either party may terminate this agreement having given 2 (two) calendar weeks priorwritten notice, in the following circumstances;9.2.1. If either party breaches any terms or conditions of this agreement which is notcapable of remedy in the first instance following the Dispute Resolution processas outlined in section below, or, in the case of a breach which is capable ofremedy,9.2.2. if either party fails to take all reasonable steps to remedy the same within 14(fourteen) days of notice specifying the breach and requiring the same to beremedied, save that where either party commits a breach of this agreementwhich is capable of remedy on more than one occasion, either party mayterminate this Agreement forthwith notwithstanding that the other party hastaken steps to remedy the breach on previous occasions;9.2.3. If CONTRACTOR or its agent is unable to carry out any services for a period of14 (fourteen) consecutive working days or more for any reason including,without limitation, sickness or injury.9.2.4. If either party commits any other breach of any of the provisions of thisAgreement and, if the breach is capable of remedy, fails to remedy it within 14(fourteen) days after being given written notice giving full particulars of thebreach and requiring it to be remedied.9.2.5. If the performance of the Contractors duties hereunder is not satisfactory in thereasonable opinion of The Marine Institute.9.2.6. If a creditor takes possession, or a receiver is appointed, of any of the propertyor assets of either party;9.2.7. If either party makes any voluntary arrangement with CONTRACTOR creditorsor becomes subject to an administration order (within the meaning of theCompanies Acts 1963-2001) or any judgment order;9.2.8. If either party goes into liquidation9.2.9. If anything analogous to any of the foregoing under the law of any jurisdictionoccurs in relation to either party;9.2.10. If funding of the programme shall cease.5

9.2.11. If either party ceases, or threatens to cease, to carry on business; or9.2.12. If control of either party is acquired by any person or Connected Persons(within the meaning of the Companies Acts 1963-2001) not having control ofthat other party on the date of this Agreement.10. EFFECTS OF TERMINATION10.1. Upon the termination of this Agreement for any reason:-10.1.1. Any sum owing by either party to the other under any of the provisions of thisAgreement shall be immediately payable;10.1.2. each Party shall immediately return all records, papers, materials, mediaand other property of the other Party, which is in its possession.10.1.3. each party shall consent to the cancellation of any formal licence inrespect of any rights granted to it, or of any record of it in any register,under or pursuant to this Agreement;10.1.4. any provision of this Agreement which is expressed to continue in force aftertermination shall continue in full force and effect; and10.1.5. subject as provided in this Clause, and except in respect of any accruedrights, neither party shall be under any further obligation to the other.11. INTELLECTUAL PROPERTY11.1. CONTRACTOR agrees that all Intellectual Property in all documents and materialsspecifically produced by or on behalf of CONTRACTOR in connection with orrelating to this Agreement shall vest in and belong to The Marine Institute.11.2. CONTRACTOR warrants and represents that any materials produced by or for TheMarine Institute or CONTRACTOR pursuant to this Agreement will not infringerights in Intellectual Property owned by a third party whether by reason of the useor exploitation of any such materials or otherwise.11.3. Without prejudice to the above, CONTRACTOR shall ensure that all services areprovided within the normal course of business and that for the avoidance of doubtunder CONTRACTOR contracts of employment, any Intellectual Property arisingout of or relating to work done by an employee on behalf of CONTRACTOR willvest in CONTRACTOR. If any services are provided by a sub-contractor or anagent of CONTRACTOR, CONTRACTOR shall ensure that all rights in anyIntellectual Property shall vest in CONTRACTOR. In addition The MarineInstitute shall ensure sub-contractors, agents and employees have no title, right, orinterest whether legal or beneficial in any such Intellectual property.11.4. Without prejudice to the above, CONTRACTOR agrees that all Intellectual Propertyin any programs supplied to CONTRACTOR shall vest in The Marine Institute andthat The Marine Institute shall provide CONTRACTOR with the relevant code forsuch programs and all such other documents, information and materials relating tothe programs as CONTRACTOR may from time to time require and The MarineInstitute agrees to provide and enter into such agreement in respect of support forsuch programs as CONTRACTOR may request from time to time.6

12. LIMITATION OF LIABILITY12.1. For the purposes of this Agreement:12.1.1. "Liability" means any liability by reason of any representation, or any breachof any implied term or any duty at common law, or under any statute, orunder an express term of this Agreement; and12.1.2. "Loss" means, in relation to either party, any loss (whether loss of profit,contracts, goodwill or otherwise) damages costs or other claim forcompensation or any legal or other expenses which are awarded against orincurred by or paid or agreed to be paid by that party, however the same mayarise and whether occasioned by the negligence of the other party,CONTRACTOR servants or agents or otherwise.12.2. Neither party shall have any Liability to the other arising out of or in connection withthis Agreement for any indirect, special or consequential Loss of the other party,and the total liability of either party for any Loss of the other party in respect of anyone event or series of connected events shall not exceed the value of the relevantwork assignment.12.3. Except for the warranties specifically stated in this agreement and to the extentpermitted by law, contractor hereby disclaims all warranties of any kind, eitherexpressed or implied, including, but not limited to, any implied warranties of quality,merchantability, fitness for a particular purpose or ability to achieve a particularresult, provided always that this clause does not affect the marine institutesstatutory rights.13. INDEMNITY AND INSURANCE13.1. The Marine Institute shall defend, hold harmless and indemnifyCONTRACTOR, officers, directors, employees or agents for all loss, claims, costs,liabilities, damages and expenses whether direct, indirect, financial, economic,consequential (including without limitation loss of profit, loss of goodwill, loss ofsales revenue, loss of opportunity and loss of contract or otherwise suffered orincurred by The Marine Institute, CONTRACTOR employees, directors, offices andagents arising from any wilful default, negligent or wrongful act or omission byCONTRACTOR or CONTRACTOR employees, agents or representatives and/orany breach by CONTRACTOR of this agreement.13.2. CONTRACTOR shall ensure that it is adequately insured on normal and customaryterms against the risks which may arise or be occasioned by the work to be carriedout and in particular, shall ensure that such insurance includes (without limitation)public liability insurance with an adequate limit having regard to the nature andextent of such work.13.3. CONTRACTOR shall allow The Marine Institute to inspect such policy or policies ofinsurance and shall provide copies of same, at The Marine Institute's requesttogether with copies of renewals and evidence that all premiums due have beenpaid. However neither inspection nor receipt of such copies shall constituteacceptance by The Marine Institute of the terms thereof or waiver ofCONTRACTOR's responsibility hereunder.13.4. It is expressly agreed that the liability of CONTRACTOR and The Marine Instituteunder this Agreement is joint and several.13.5. It shall be each party’s responsibility to ensure that any agent or sub-contractorengaged by either of them effects and maintains all insurance required by law andall such other insurance, as either party may consider necessary. Any deficiencies7

in the cover or policy limits of insurance of such agents or sub-contractors shall bethe sole responsibility of the hiring party.14. ACCEPTANCE OF DELIVERABLES14.1. When a Deliverable specified for any Work Assignment is subject to a formalacceptance procedure by The Marine Institute, unless otherwise agreed in writingbetween the Parties, CONTRACTOR will work with The Marine Institute to deviseacceptance tests to establish insofar as is reasonably possible that on acceptancethe Deliverable is complete, of good quality.14.2. The Marine Institute shall notify CONTRACTOR in writing of The Marine Institute’sacceptance or non-acceptance of the Deliverable within a period of fifteen (15)working days as from the date of delivery of the Deliverable or of completion of theacceptance test period agreed between the Parties.14.3. In the event that The Marine Institute refuses to accept a Deliverable, or partthereof, based on reasonable and objective criteria, The Marine Institute shall affordCONTRACTOR the opportunity of rectifying or replacing the Deliverable, and resubmittingit to The Marine Institute for acceptance, within a reasonable period oftime agreed by both parties. In the event that the Deliverable or any part thereofagain fails to be accepted, The Marine Institute shall be entitled (in addition to anyother rights it may have under this Agreement or in law) to require CONTRACTORto remove the Deliverable (in whole or in part as The Marine Institute so instructs)and CONTRACTOR shall be liable to refund forthwith any monies paid by TheMarine Institute for such rejected Deliverable or part thereof.14.4. The Marine Institute reserves the right to determine if it will partially accept aDeliverable. Where the Deliverable is partially accepted by The Marine Institute,The Marine Institute will, pay a pro-rated charge, or such other charge as may beagreed between the Parties.14.5. Any disputes in relation to deliverables will be submitted to the dispute resolutionprocess in accordance with Clause 15. (Dispute Resolution).15. DISPUTE RESOLUTION15.1. Should there be any dispute arising out of this Agreement the interpretation orfulfilment of any of CONTRACTOR provisions, the following mechanism shall apply:15.1.1. In the first instance, the parties shall submit the dispute to the Director ofCorporate Services of the Marine Institute and a Director of COMPANY,nomine of the contractor or such other personnel as agreed in writingbetween the parties, who will agree within 1 week a date and a means bywhich the matter will be resolved.15.1.2. In the event that the procedure under Clause 15.1.1 above fails toresult in a satisfactory resolution the parties shall submit the disputeto the Chief Executive of the Marine Institute and/ or such other personnel asagreed in writing between the parties, to resolve the matter.15.1.3. In the event that the procedure under 15.1.2 above fails to result in asatisfactory resolution of the dispute within 30 days of the submission of thedispute to that procedure, either party may require that the matter besubmitted to arbitration by a sole arbitrator to be appointed, in the absence ofagreement between the parties, by the President for the time being of theIncorporated Law Society of Ireland (or, in the event of his being unwilling orunable to do so, by the next senior officer of the said institution who is willingand able to make the appointment provided always that these provisionsshall apply also to the appointment (whether by agreement or otherwise) of8

any replacement arbitrator where the original arbitrator (or any replacement)has been removed by order of the High Court, or refuses to act, or isincapable of acting or dies) and, in such an event, this Clause shall bedeemed to be a submission to an arbitration within the meaning of theArbitration Acts 1954-1998 and any amendment or any statutory modificationor re-enactment thereof for the time being in force16. APPLICABLE LAW- JURISDICTION16.1. This Agreement shall be governed and construed in accordance with the laws ofIreland. Subject to the provisions of Clause 15 (Dispute Resolution) hereof, theParties submit to the exclusive jurisdiction of the Courts of Ireland.17. NO PARTNERSHIP BETWEEN THE PARTIES17.1. Nothing herein contained shall be construed or have effect as constituting anyrelationship of employer and employee or partnership between CONTRACTOR andThe Marine Institute.18. FREEDOM OF INFORMATION18.1. The Marine Institute undertakes to make all reasonable efforts to hold confidentialany information provided by CONTRACTOR, subject to The Marine Institute’sobligations under law, including the Freedom of Information Act 1997, as amended.18.2. CONTRACTOR should note that, in response to a request under the Freedom ofInformation Act, information that has not been identified as sensitive (withsupporting reasons) as commercially sensitive, confidential or otherwise exemptunder Part 3 of the Freedom Information Act, could be released. If CONTRACTORwishes to prevent the disclosure of any information supplied by CONTRACTOR aspart of this Agreement, due to CONTRACTOR commercial sensitivity orconfidentiality or otherwise, CONTRACTOR must, when providing this information,identify the specific information it does not wish to be disclosed and specify thereasons for CONTRACTOR sensitivity. The Marine Institute will consult withCONTRACTOR about such information before making a decision on any Freedomof Information request received. Decisions in relation to any Freedom ofInformation request are subject to appeal to the Information Commissioner and thecourts by the person who made the request.18.3. As required under Freedom of Information any records held in relation to thiscontract should be retained for a period of 2 years. Should a request be receivedunder Freedom of Information in respect of this contract information contained inthese records may be released to the requestor.19. FORCE MAJEURE19.1. For the purposes of this Agreement "Force Majeure" means, in relation to eitherparty, any circumstances beyond the reasonable control of that party (including,without limitation, any strike, lock-out or other form of industrial action).19.2. If any Force Majeure occurs in relation to either party which affects or may affectthe performance of any of CONTRACTOR obligations under this Agreement, it shallforthwith notify the other party as to the nature and extent of the circumstances inquestion.19.3. Neither party shall be deemed to be in breach of this Agreement, or shall otherwisebe liable to other, by reason of any delay in performance, or the non-performance,9

of any of CONTRACTOR obligations under this agreement and (other than as topayment) to the extent that the delay or non-performance is due to any ForceMajeure of which it has notified the other party, and the time for performance of thatobligation shall be extended accordingly.19.4. If the performance by either party of any of CONTRACTOR obligations under thisAgreement is prevented or delayed by Force Majeure for a continuous period inexcess of 10 (ten) days, the parties shall enter into discussions with a view toagreeing upon such alternative arrangements as may be fair and reasonable oreither party shall be entitled to terminate this Agreement by giving 2 (two) weeksprior written notice to the party so affected.20. ENTIRE AGREEMENT20.1. This Agreement contains the entire agreement between the parties with respect toCONTRACTOR subject matter and may not be modified except by an instrument inwriting signed by the duly authorized representatives of the parties. Each partyacknowledges that, in entering into this Agreement, it does not rely on anyrepresentation, warranty or other provision except as expressly provided in thisAgreement, and all conditions, warranties or other terms implied by statute orcommon law are excluded to the fullest extent permitted by law.21. WAIVER21.1. No failure or delay by either party in exercising any of CONTRACTOR rights underthis Agreement shall be deemed to be a waiver of that right, and no waiver by eitherparty of a breach of any provision of this Agreement shall be deemed to be a waiverof any subsequent breach of the same or any other provision.22. SEVERABILITY22.1. If any provision of this Agreement is held by any court or other competent authorityto be invalid or unenforceable in whole or in part, this Agreement shall continue tobe valid as to CONTRACTOR other provisions and the remainder of the affectedprovision.10

Appendix 1 – Plan of the building12

Appendix 2 - Principal responsibilities and dutiesTo carry out light general non technical building maintenance work, to include but notlimited to: Maintaining woodwork Checking and adjusting door hinges and hydraulic arm fittings. Checking and adjusting window levers and hinges. Cleaning and maintaining external water feature. Repairing minor leaks and plumbing issues (sinks and bathrooms). Hanging fixtures such as wall planners/whiteboards. Assembling furniture. Furniture and laboratory equipment removals – inter-site relocations Maintenance and upkeep of internal walls and floors. Maintenance of paintwork and varnished areas. Assisting Mechanical and Electrical engineer with non technical tasks. Assisting Stores department with relocation of items. Changing light bulbs. Working from heights. Replenishment of the de-ionized water treatment system with salt Replenishment of the building water softener with salt To maintain written records of all works undertaken on site, these records to besigned off by the Facilities Manager and retained on file Remove and de-scale all site hot water boilers, located in the tea stations/coffeedocks, this is to be carried out on a two monthly cycle. Cleaning the exterior of the air handler units and assisting the on-site M&E engineerwith filter changes as required Removal of all waste items, including but not limited to, old filters/pumps/salt bagsready for collection by others Any other duties appropriate to the maintenance position as assigned from time totime. Respond to out of hours emergency situations within 30 minutes.15

APPENDIX 3 – SCHEDULE OF COSTS16