Standard Terms and Conditions s1

Marsh & McLennan Companies, Inc.’s Control means the power, direct or indirect, to Standard Terms and Conditions direct or cause the direction of the management and policies of such entity whether by contract, 1. Definitions and Interpretation ownership of shares, membership of the board of 1.1 In this Agreement, unless otherwise stated or directors, agreement or otherwise. The terms unless the context otherwise requires, each Controlling and Controlled shall have a capitalized term will have the meaning set forth corresponding meaning; below: Data Protection Legislation means any Affiliate means, in relation to a party to this applicable data privacy laws and/or regulations Agreement, any person or entity Controlling, (including, but not limited to: EU Data Protection Controlled by or under common Control with such Directive 95/46/EC, Australian Privacy Act 1988 party; (Cth), UK Data Protection Act of 1998, Personal Agreement means Sections 1-18 of this document, Information Protection and Electronic Documents the Purchase Order, any Statement of Work or Act (Canada) (“PIPEDA”), HIPAA, federal and state similar document governing the Services, and all data breach laws as enacted within the United other documents of Customer that refer to this States, California AB 1298, Loi 78-17 du 6.01.1978 Agreement, all as amended from time to time; (France), and Lei 12.965/2014 (Brazil)), as Customer means the Affiliate in the Customer amended from time to time. Personal Data means Group that orders the Goods or Services under this any and all personal, medical, and/or financial data Agreement or if Marsh & McLennan Companies, pertaining to an identifiable individual, living or Inc. orders the Goods or Services then Customer deceased, as well as all types of data covered by means Marsh & McLennan Companies, Inc.; Data Protection Legislation, that is created by or Customer Group means Customer and each made available to Supplier and/or its Affiliates by or Affiliate of Customer; on behalf of Customer and/or its Affiliates. Personal Customer Premises means premises owned, Data shall include any such data in any media or leased, licensed or otherwise controlled by any format, including both paper and electronic. member of the Customer Group from time to time; Deliverables means the items identified as such in Business Day means a day (other than a Saturday the Purchase Order or a Statement of Work or or a Sunday or a local public holiday); similar document governing the Services together Charges means the charges to be paid by with any other materials developed or generated by Customer to the Supplier for the Goods and Supplier for Customer under this Agreement, Services provided by the Supplier under this Disclosing Party means, in relation to any Agreement as set forth in the Purchase Order; Confidential Information, the party to whom such Confidential Information means in relation to Confidential Information belongs; either party to this Agreement (first party) any and Effective Date means the earlier of the Date of the all information (including Personal Data) in Purchase Order and the date Supplier provides any whatever form, whether in oral, tangible or in of the Goods or Services; documented form, that Goods means the items identified as such in the (a) is by its nature confidential; or Purchase Order together with any other materials (b) the other party knows or ought to know is or items provided by or on behalf of the Supplier to confidential; or Customer; (c) is designated by the first party as confidential; Good Industry Practice means the exercise of and is disclosed to or otherwise learned, acquired that degree of skill, prudence, care and foresight, or developed by the other party in connection with and the practices and professional standards and this Agreement (or its subject matter); performance by a sufficient number of appropriately Contract Year means the period of 12 calendar experienced, qualified, competent, trained and months commencing on the Effective Date and efficient personnel, which would reasonably and each anniversary thereof; ordinarily be expected to be exercised by a reputable, well-managed, skilled and experienced

Version: 10-2014 person providing services or deliverables, or both, in which any Services are received (or both) as of the same (or materially similar) nature as those amended from time to time, which relate to the to be provided by the Supplier under this performance of this Agreement (including for the Agreement; avoidance of doubt Data Protection Legislation); Indemnified Parties means Customer and each Services means all the obligations of the Supplier other member of the Customer Group and under this Agreement, (including the provision of Indemnified Party shall be construed accordingly; any Goods), and performance of the services Insolvency Event means one or more of the described in the Purchase Order; following events: Specification means the relevant specification for (a) an administrator, administrative receiver, the Goods set forth in the Purchase Order or receiver or manager, liquidator or similar otherwise made part of this Agreement in writing; officer is appointed in respect of the whole or Supplier means the provider of the Goods and/or any part of the Supplier's assets and/or a Services as detailed in the Purchase Order; winding up petition is issued against the Supplier Group means the Supplier and each Supplier; Affiliate of the Supplier; (b) the Supplier proposes to enter or enters into Supplier Personnel means all employees, officers, any composition or arrangement with its directors, contractors, consultants, agency staff and creditors generally or any class of creditors; or other individuals employed or engaged by or on (c) as otherwise defined under applicable law; behalf of the Supplier or any of its subcontractors; Intellectual Property Rights means patents, trade and Supplier’s subcontractors; and marks, service marks, logos, trade names and Term means the term, if any, set forth in the business names, copyrights (including future Purchase Order. copyrights), database rights, moral rights, rights in 1.2 In this Agreement, unless otherwise stated (or and to Confidential Information (including know unless the context otherwise requires) the words how, business methods, data and trade secrets) “other”, “includes”, “including”, “for example” and “in and all other intellectual property rights, in each particular” do not limit the generality of any case subsisting or pending at any time in any part preceding words and any words which follow them of the world; shall not be construed as being limited in scope to Minimum Control Requirements means those the same class as the preceding words where a minimum control requirements specified by wider construction is possible. Customer and with which the Supplier may be required by Customer to comply in relation to the 2 Commencement and Term following - Data Privacy; Records Management; This Agreement shall commence on the Effective Business Continuity Management; People Date and shall apply to the supply of the relevant Screening; IT Security; Physical Security; Logical Goods and Services and shall continue for the Access Management; Sustainability; Term or, if no Term is specified in the Purchase Purchase Order means the purchase order issued Order, until the completion of the Services, unless by Customer detailing the Goods and/or Services terminated in accordance with the terms of this to be provided by the Supplier to Customer and to Agreement. which these terms and conditions relate; Receiving Party means, in relation to any 3 Application of Terms Confidential Information, the party who learns, The terms and conditions of Sections 1-18 of this develops or otherwise acquires Confidential Agreement (a) apply to the exclusion of any other Information of the other party pursuant to or in terms and conditions contained or referred to in any connection with this Agreement; acknowledgment or acceptance of order, Relevant Law means any statute, enactment, specification, letter, invoice or other communication ordinance, order, regulation, guidance or other sent by the Supplier to Customer, whether before similar instrument in any jurisdiction, including any or after the Effective Date; and (b) take precedence jurisdiction from which the Services are provided or

Version: 10-2014 over any conflicting provisions in a Statement of 5.4 Notwithstanding any testing or inspection carried Work or similar document governing the Services. out pursuant to this Section 5, the Supplier shall remain fully responsible for the Goods and any 4 Supply of Goods and Services such inspection or testing shall not diminish or 4.1 The Supplier shall perform the Services and otherwise affect the Supplier's obligations under provide the Goods on the terms and conditions set this Agreement. forth in this Agreement (including complying with any relevant timetable or milestones), and perform 6 Delivery of Goods the Services in accordance with Good Industry 6.1 The Goods shall be delivered to the Customer Practice and in compliance with all Relevant Laws. Premises or other premises as set forth in the All Supplier Personnel performing Services for Purchase Order on the date or within the period Customer will comply with the relevant provisions stated therein and in either case during the normal of the Marsh & McLennan Companies Code of business hours of Customer. Conduct (available at 6.2 The Supplier shall provide to Customer, sufficiently http://www.mmc.com/about/code.php). in advance of delivery, any instructions or other 4.2 The Supplier shall indemnify Customer from and information required to enable Customer to accept against all claims, demands, causes of action, delivery of the Goods. losses, expenses, liabilities and damages and 6.3 The Goods shall be properly packed and secured costs (including without limitation any loss of profit in such a manner as to reach their destination in a and loss of reputation, and all interest, penalties, good condition in light of the nature of the Goods reasonable legal fees and expenses, and other and other applicable circumstances. The Supplier professional costs and expenses) incurred by shall off-load the Goods at its own risk as directed Indemnified Parties, their directors, officers, by Customer. employees, agents or subcontractors arising out of 6.4 Customer shall have no obligation to pay for or or in connection with any breach of duty, negligent return packing cases, skids, drums or other articles or wilful (or negligent and wilful) act or omission of used for packing the Goods whether or not re- the Supplier or Supplier Personnel in supplying, usable. delivering or installing (or any one or more of them) 6.5 The time of delivery of the Goods shall be of the the Goods or performing the Services. essence of the Agreement. 6.6 All Goods should be accompanied by a detailed 5 Inspection, Testing and Samples advice note stating the applicable Purchase Order 5.1 If required by Customer, the Supplier shall submit number and giving full particulars of the Goods samples of the Goods to Customer for Customer’s supplied. approval before the Goods are delivered. 6.7 If the Goods are to be delivered by instalments the 5.2 Customer shall be entitled at any time during the Agreement shall be treated as a single Agreement manufacture, processing and storage prior to and not severable. delivery (or any of them) of the Goods to inspect 6.8 If the Goods are delivered to Customer in excess of and test the Goods. The Supplier shall at its own the quantities set forth in the Purchase Order, cost provide or shall procure the provision of such Customer shall not be bound to pay for the excess facilities as may be reasonably required by and any excess shall be and remain at the Customer for such purpose. Supplier's risk and shall be returnable at the 5.3 If, as a result of any inspection or test carried out Supplier's expense. pursuant to Section 5.2, Customer is of the 6.9 Upon delivery of the Goods to Customer, Customer reasonable opinion that the Goods do not comply shall either reject or accept the Goods, such with this Agreement or are unlikely on completion acceptance not to be unreasonably withheld or of manufacture or processing to so comply, delayed. Customer shall have the right to reject Customer may inform the Supplier accordingly and Goods after any latent defect in the Goods has the Supplier shall take such steps as may be become apparent. necessary to ensure such compliance.

Version: 10-2014 6.10Without prejudice to any other right or remedy Customer may have, if any Goods are not supplied 8 Charges, Invoicing and Payment in accordance with, or if the Supplier fails to comply 8.1 Customer shall pay to the Supplier the Charges with, any of the terms of this Agreement, Customer within 45 days after the date on which Customer shall be entitled to avail itself of any one or more of receives from the Supplier a complete and the following remedies at its discretion: accurate invoice in accordance with the Purchase (a) to reject the Goods (in whole or in part) and Order. return them to the Supplier at the risk and cost 8.2 All Charges and other sums payable under this of the Supplier on the basis that a full refund Agreement are exclusive of taxes, which, if taxes for the Goods so returned shall be paid are applicable, will be payable at the applicable forthwith to Customer by the Supplier; rate. (b) to give the Supplier the opportunity (at the 8.3 The Supplier shall comply with Customer invoicing Supplier's expense) either to remedy any requirements (electronic or otherwise), including defect in the Goods or to supply replacement entering into agreements with, and compliance with Goods and carry out any other necessary work the invoicing processes of, any third party to ensure that the terms of the Agreement are nominated by Customer for the purposes of fulfilled; receiving or processing invoices. (c) to obtain such damages as may have been as a result of or in connection with the Supplier's 9 Business Continuity breach or breaches of the Agreement; or The Supplier shall (i) take all reasonable (d) to terminate this Agreement in whole or in part precautions to ensure that, in the event of a immediately upon giving written notice to the disaster, the impact of such disaster on the ability Supplier. of the Supplier to comply with its obligations under this Agreement will be reduced to the greatest 7 Title and Risk; Insurance extent possible, (ii) ensure that it has appropriate 7.1 Without prejudice to Section 12 (Intellectual back-up arrangements in place, and (iii) comply Property Rights) title and risk in the Goods shall with Minimum Control Requirement relating to pass to Customer upon the delivery of such Goods Business Continuity Management if so required by to Customer, free from any third party rights or Customer. interests (including liens, charges and options), unless payment for the Goods is made prior to 10 Supplier Personnel, Non-Discrimination and delivery in accordance with this Agreement, in Environment which case title to the Goods shall pass to 10.1The Supplier shall be and shall remain fully Customer once payment has been made for the responsible for the acts, omissions and Goods by Customer. management of all Supplier Personnel. 7.2 The Supplier shall, at its sole expense (a) until 10.2The Supplier will take all appropriate steps to delivery of the Goods in accordance with this ensure that all Supplier Personnel providing Goods Agreement, insure the Goods against all risks to and/or Services in relation to this Agreement are their full replacement value; and (b) maintain other adequately vetted in accordance with Good appropriate insurance coverages, including Industry Practice, including at a minimum verifying professional indemnity (Errors and Omissions) qualifications, and to the extent permitted by coverage or insurance providing coverage for applicable law undertaking background checks, liability arising out of the Supplier’s Services, with and comply with the Minimum Control Requirement insurance companies and in amounts acceptable to relating to People Screening if so required by Customer and will furnish to Customer upon Customer. The Supplier shall not assign any request certificates of insurance evidencing such Supplier Personnel to any obligations, work or coverage. services relating to this Agreement without Customer’s prior written consent if the Supplier has not complied with such vetting process or if

Version: 10-2014 information which arises out of the vetting process against all individuals based on their race, or which is otherwise known by the Supplier in color, religion, sex, or national origin. relation to an individual is such that a service Moreover, these regulations require that provider exercising Good Industry Practice would covered Customers (prime contractors) and not assign such individual to perform the service or Suppliers (subcontractors) take affirmative any other obligation of the relevant member of the action to employ and advance in Supplier Group. employment individuals without regard to 10.3Customer reserves the right to refuse to admit to, race, color, religion, sex, national origin, or to remove from, any Customer Premises or other protected veteran status or disability. If premises any Supplier Personnel: applicable, Customer (contractor) and Supplier (a) whose admission or presence would, in (subcontractor) shall also abide by the Customer’s opinion be undesirable or who requirements 41 CFR § 61-300.10 regarding represents a threat to confidentiality or security; veterans’ employment reports and 29 CFR Part or 471, Appendix A to Subpart A regarding posting (b) whose presence would be in breach of any a notice of employee rights. rules and regulations governing Customer’s 10.7The Supplier will take all appropriate measures to own staff, act in accordance with Good Industry Practice in provided that Customer notifies the Supplier of any respect of its environmental impact, health and such refusal. safety, diversity and human rights policies and will 10.4The exclusion of any such individual from such comply with the Minimum Control Requirement Customer Premises or other premises pursuant to relating to Sustainability if so required by Customer. Section 10.3 shall not relieve the Supplier from the 10.8Upon request, the Supplier will provide Customer in performance of its obligations under this a timely manner with all certificates required by Agreement. Relevant Law. 10.5During the performance of this Agreement, the Supplier will not victimize, harass or discriminate 11 Warranties against any employee of either party to this 11.1The Supplier warrants and represents as of the Agreement or any applicant for employment with Effective Date and on an ongoing basis that: either party to this Agreement due to their gender, (a) it has full authority to grant the licenses granted gender identity, race, disability, age, religious by the Supplier under this Agreement; belief, sexual orientation or part time status, in (b) it will perform its obligations under this violation of Relevant Law. Agreement with all due skill, care and diligence 10.6When Customer is a US-based member of the and in accordance with Good Industry Practice; Customer Group, the following terms apply: (c) the performance of its obligations under this Agreement and Customer’s receipt and use of EQUAL EMPLOYMENT OPPORTUNITY the Services and/or Deliverables, any intellectual property provided or made available Unless exempt, Customer (contractor)1 and by Supplier, any Confidential Information Supplier (subcontractor)2 shall abide by the disclosed to Customer by the Supplier, any of requirements of 41 CFR §§ 60-1.4(a), 60- the Goods, and the exercise of any rights 300.5(a) and 60-741.5(a). These regulations granted under any licenses granted by the prohibit discrimination against qualified Supplier to Customer, will not infringe any individuals based on their status as Intellectual Property Rights of any third party; protected veterans or individuals with (d) its response to Customer’s questionnaire disabilities, and prohibit discrimination regarding third party Minimum Control Requirements (if Customer has requested that 1 As used in 41 CFR §§ 60 et seq. for the purpose of the Supplier completes it) is true, complete and this Section. accurate in all material respects, and it will 2 As used in 41 CFR §§ 60 et seq. for the purpose of this Section.

Version: 10-2014 inform Customer if any of the information Agreement. Repairs and replacements shall changes in any material respect; themselves be subject to the foregoing obligations (e) Goods will conform as to quantity, quality and for a period of 12 months from the date of delivery, description with the particulars stated in the reinstallation or passing of tests (if any) whichever Purchase Order or the Specification (or both of is appropriate after repair or replacement. them); (f) Goods will (without prejudice to Section 11.1(e) 12 Intellectual Property Rights (above)) be free from defect, be of satisfactory 12.1Supplier agrees that all Deliverables are the quality and be fit for the purpose held out by the property of Customer. Supplier or made known to it either expressly or 12.2All Intellectual Property Rights belonging to a party by implication; prior to the execution of this Agreement shall (g) Goods will be equal to and comply with in all remain vested in that party. respects: 12.3The Supplier hereby grants to Customer, each (i) any samples or patterns other member of the Customer Group, their agents provided by either party and accepted by the and contractors, a worldwide, royalty-free, non- other; and exclusive, perpetual, non-transferable license (ii) the Specification; (including the right to grant sub-licenses) to use: (h) Goods will comply with all Relevant Laws (a) any and all intellectual property in the Goods; relating to the manufacture and sale of the and Goods at the time when the same are supplied; (b) any other intellectual property provided or made (i) Goods and Services provided hereunder shall available by Supplier to the extent necessary to: be provided so that any legislation concerning (i) receive or use the Services or the automatic transfer of employees on a Deliverables; change of provider of Goods and Services shall (ii) enable Customer to receive the full not apply to the provision of Goods and benefit of ownership of the Goods; and Services hereunder or any change of provider (iii) perform its obligations and exercise of the same. Such legislation shall include rights under this Agreement. without limitation the local enactment of the 12.4The Supplier shall indemnify and hold the European Union Acquired Rights Directive Indemnified Parties harmless from and against all 77/187/EL as revised and consolidated in claims, demands, causes of action, losses, Directive 2001/23; and expenses, liabilities and damages and costs (j) it maintains appropriate anti-bribery policies and (including without limitation any loss of profit and procedures and will not offer, promise or give loss of reputation, and all interest, penalties and any financial or other advantage to anyone legal and other professional costs and expenses) (including a public official), whether on behalf of suffered or incurred by Indemnified Parties, their Customer or on behalf of any other person, for officers, directors, employees, agents and sub- any improper purpose or to influence any public contractors arising out of or in connection with any official in the exercise of his or her functions and claim, demand or action alleging that the will not request or accept any such advantage. performance of the Services or the use or 11.2Without prejudice to any other rights and remedies possession of any Goods, Deliverables, and/or of Customer, the Supplier shall forthwith upon Services provided or otherwise made available to request by Customer replace or (at Customer’s any Indemnified Party infringes any Intellectual option) repair at its own costs all Goods which are Property Rights of a third party. or become defective during the period of 12 months from the date of delivery, where such defect occurs 13 Confidentiality under proper usage and is due to faulty design, or 13.1The Receiving Party will treat and keep all inadequate or faulty materials or workmanship, the Confidential Information of the Disclosing Party as Supplier's erroneous instructions as to use or any secret and confidential in perpetuity and will not, breach by the Seller of any provision of this without the Disclosing Party's written consent,

Version: 10-2014 directly or indirectly communicate or disclose (b) as otherwise expressly instructed by Customer; (whether in writing or orally or in any other manner) and Confidential Information to any other person other (c) in each case in accordance with Relevant Law. than in accordance with the terms of this 14.4The Supplier shall ensure that it does not publish, Agreement. The Receiving Party may disclose disclose or divulge Personal Data to any third party, Confidential Information of the Disclosing Party to except to the extent required by a legal requirement an Affiliate, subcontractor, or agent (provided that in which case it shall give written notice to such third parties are under confidentiality Customer. obligations substantially similar to those set forth 14.5The Supplier shall implement appropriate technical herein and the Receiving Party remains and organizational measures to protect Personal responsible to the Disclosing Party for any breach Data against unlawful processing and against of confidentiality by such third parties) and accidental loss, destruction, damage, alteration or employees of the Receiving Party in order to fulfil disclosure of the Personal Data including its obligations or exercise its rights under this encrypting all Personal Data stored processed on Agreement or to receive the benefit of the Services. all digital or electronic portable storage devices. The foregoing shall not apply to the extent that any Customer may at reasonable intervals request a Supplier Confidential Information is embodied in or detailed written description of the technical and otherwise incorporated into any Goods. organizational methods employed by the Supplier. 13.2The Supplier will take all appropriate steps to 14.6The Supplier shall promptly notify Customer if: ensure that adequate security measures are (a) the subject of any Personal Data makes a implemented and maintained regarding the written request to have access to Personal provision of Goods and/or Services under this Data; or Agreement and will comply with the Minimum (b) it receives any complaint or request or becomes Control Requirements relating to IT Security, aware of any allegation relating to the Personal Physical Security and Logical Access Management Data processed under this Agreement or if so required by Customer. Customer obligations under Data Protection 13.3Supplier may not use the name of Customer or Legislation; or refer to it or any member of the Customer Group, (c) it becomes aware of any loss, damage, directly or indirectly, in any advertisement, news destruction, or unauthorised processing or release, marketing materials, customer or client list, accidental disclosure of Personal Data. or professional or trade publications, or otherwise 14.7The Supplier agrees to indemnify and keep publicize its relationship with Customer or any indemnified the Indemnified Parties against all member of the Customer Group in any way without fines, penalties, costs, claims, demands, liabilities, receiving prior written approval from Customer, expenses, damages or losses (including without which approval may be withheld by Customer in its limitation any loss of profit and loss of reputation, sole discretion. and all interest, penalties and legal and other professional costs and expenses) incurred by 14 Data Protection and Records Management Indemnified Parties arising out of or in connection 14.1The Supplier shall at all times comply with its with any action in relation to a breach by the obligations under all applicable Data Protection Supplier of this Section 14. Legislation, including maintaining any valid and up- 14.8The Supplier will implement and comply with to-date registration or notification required under adequate records management policies in the Data Protection Legislation. accordance with Good Industry Practice and will 14.2If required by Customer, the Supplier shall at all comply with the Minimum Control Requirement times also comply with the Minimum Control relating to Records Management if so required by Requirement relating to Data Privacy. Customer. 14.3The Supplier shall only process Personal Data: (a) for the purpose of providing Goods or Services 15 Liability (or both) to Customer; 15.1Neither party limits or excludes its liability;

Version: 10-2014 (a) in respect of any deceit, theft, fraud or 30 days after receiving written notice requiring it fraudulent misrepresentation by it or its to do so; or employees, and in the case of Supplier, by (b) the Supplier is affected by an Insolvency Event. Supplier Personnel; 16.4The Supplier shall have the right to serve on (b) for death or personal injury caused by its Customer a written notice (Initial Notice) referring negligence; to this Section 16.4 if Customer has failed to pay (c) for its indemnification obligations; undisputed invoiced Charges which have been due (d) under Section 12 (Error: Reference source not and payable for a period in excess of 60 days prior found); to the date of service by the Supplier of the Initial (e) for breach of Section 13 (Error: Reference Notice. If the sums referenced in the Initial Notice source not found); remain unpaid for a period in excess of 14 days (f) for breach of Section 14 (Data Protection and following the receipt by Customer of the Initial Records Management); or Notice then the Supplier may serve a further notice, (g) to the extent such limitation or exclusion is not stating the Supplier's intention to terminate this permitted by Relevant Law. Agreement attaching the Initial Notice and 15.2Subject to Section 15.1, the maximum aggregate specifically referring to this Section 16.4 (Final liability of the Supplier to Customer (other than Notice). If Customer fails to pay such undisputed liability covered by Section 15.1) shall be limited to invoiced Charges within 14 days of receipt of the the amount that is equal to 100% of the Charges Final Notice the Supplier may, unless and until set forth in the Purchase Order. Customer pays such undisputed invoiced Charges 15.3Subject to Section 15.1 the maximum aggregate detailed in the Initial Notice (or if the parties agree liability of the Customer Group (other than liability on a different amount, that amount), serve notice covered by Section 15.1) shall be limited to the on Customer to terminate this Agreement with amount that is equal to 100% of the Charges set immediate effect. For the avoidance of doubt, any forth in the Purchase Order. right of the Supplier to terminate this Agreement in 15.4Subject to Section 15.1, neither party will be liable accordance with this Section 16.4 shall lapse upon to the other party for any indirect or consequential payment by Customer of the undisputed invoiced loss or damage including any indirect loss of amounts. business or profits, in each case whether arising 16.5Any termination or expiry of this Agreement, or from negligence, breach of contract or otherwise. completion of the Services, shall not affect any accrued rights or liabilities of either party or the 16 Termination coming into force or continuation in force of any 16.1This Agreement may be terminated for other clauses and provisions of this Agreement convenience by Customer at any time by giving to which are expressly or by implication intended to the Supplier not less than 14 days’ prior written come into force or continue in force on or after notice. termination or expiry of this Agreement, or 16.2This Agreement may be terminated by Customer completion of the Services. should the Supplier fail to comply with Section 11.1 (j). 17 Exit Management 16.3The following events shall allow Customer to 17.1Upon: terminate this Agreement, in whole or in part, (a) expiration or termination of this Agreement or immediately upon written notice to the Supplier: completion of the Services; or (a) material breach by the Supplier of this (b) expiration or termination of the assignment of Agreement (being a single event or a series of any Supplier Personnel to any obligations under events which are together a material breach) or pursuant to this Agreement; or which is either not capable of being remedied, (c) the re-assignment of Supplier Personnel to or, if the breach is capable of being remedied, other tasks or roles; or the Supplier fails to remedy such breach within (d) Customer’s request;

Version: 10-2014 the Supplier shall, and shall procure that the fully with the provisions of Sections 17.1, 17.2 and Supplier Personnel shall: 17.3 above. (i) immediately, or as otherwise advised in writing by Customer, deliver up to Customer, or 18 General any third party nominated in writing by 18.1Audit: Upon reasonable notice to the Supplier, Customer, all property belonging to Customer Customer may: (including any IT equipment, any access (a) access any premises used by the Supplier to credentials such as cards, keys or electronic provide the Services or from where the Services fobs to Customer Premises, mobile phones and are managed or administered; Confidential Information) which may be in the (b) interview any Supplier Personnel; and possession of, or under the control of, the (c) copy any relevant record Supplier or any of the Supplier Personnel (or in order to audit the Supplier's compliance with this both of them); and Agreement. (ii) ensure that all access provided by or on 18.2Amendment and Variation: No variation to this behalf of Customer to Customer’s systems is Agreement shall be valid unless it is in writing, fully and properly withdrawn (including changing expressly states that it is amending this Agreement, any passwords or log-ins) from all Supplier and is signed by each of the parties to it. Personnel and that email accounts used by the 18.3Assignment and Subcontracting: The Supplier Supplier Personnel are immediately terminated. shall not be entitled to assign, transfer, subcontract If any property is in electronic form the Supplier or otherwise deal with its rights and obligations shall provide Customer with secure and arising under or in connection with this Agreement readable copies of the same on magnetic media without Customer’s prior written consent. It shall be or, at Customer's option, via email if such a condition of any consent given by Customer to information is capable of transmission by e-mail, the Supplier to subcontract its obligations under and shall irretrievably destroy and delete copies this Agreement that the Supplier’s subcontractor so held. complies with the requirements set forth in Sections 17.2Within five (5) days after the earlier of expiry or 7, 13 and 14 hereof, and Relevant Law. termination of this Agreement or the completion of 18.4Notices: All notices and consents to be given to a the Services for any reason whatsoever, but party under this Agreement shall be effective upon without prejudice to the Supplier's obligations under receipt, shall be in writing, and delivered by hand or this Agreement, all property of the Supplier shall be by overnight courier, or sent by prepaid registered removed from the relevant Customer Site by the post, when given to the Supplier, to the address set Supplier or the Supplier Personnel and the Supplier forth on the Purchase Order or, when given to shall be liable for any storage charges and all risk, Customer, to: Head of Global Procurement including loss, damage and theft of such property Operations, Marsh & McLennan Companies, Tower not removed within such five (5) day period. Place - UK Head Office, Lower Thames Street, 17.3Unless otherwise instructed by Customer, within 30 London, EC3R 5BU. days after the earlier of expiry or termination of this 18.5Cumulative Rights: Except as expressly stated in Agreement or the completion of the Services for this Agreement the rights of each party under this any reason whatsoever, the Supplier will return or Agreement are cumulative and not exclusive of destroy all Personal Data and any copies thereof, rights or remedies provided by law save to the unless legislation or regulation prevents it doing so, extent that such rights are inconsistent with those in which case the Supplier undertakes that it will no rights as expressly set forth in this Agreement. longer process such Personal Data and will comply 18.6Further Assurance: Each party shall, and the with the provisions of Section 13 (Confidentiality) in Supplier shall ensure that the Supplier Personnel relation to such Personal Data such that the shall, at the request and cost and expense of the Personal Data remains confidential. other party, sign all documents and do all other 17.4Upon request by Customer, the Supplier shall acts, which may be necessary to give full effect to confirm in writing to Customer that it has complied this Agreement.

Version: 10-2014 18.7Whole Agreement: This Agreement (together with all other documents to be entered into pursuant to it) states the entire agreement and understanding between the parties, and supersedes all proposals and prior agreements, arrangements and understandings between the parties, relating to its subject matter. 18.8Governing Law: This Agreement and any non- contractual obligations arising out of or in relation to this Agreement shall be governed by and will be interpreted in accordance with the laws of the country in which the Services are performed or the Goods are delivered without regard to the principles of conflict of laws thereof. However, the phrase “the laws of the country in which the Services are performed or the Goods are delivered" is replaced by the following phrases 1) “the laws of the State or Territory in which the Services are performed or the Goods are delivered” when the Services are performed or the Goods are delivered in Australia; 2) “the laws of the Province of Ontario and the federal laws of Canada applicable therein” if the Services are performed or the Goods are delivered in Canada; 3) “the laws of England and Wales” when the Services are performed or the Goods are delivered in the United Kingdom; 4) “the laws of the State of New York, U. S. A.” when the Services are performed or the Goods are delivered in the U.S.A. The UN Convention on Contracts For The International Sale Of Goods shall not apply. 18.9Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of this Agreement shall remain in full force and effect.

Version: 10-2014