Master Services Agreement

This MASTER SERVICES AGREEMENT (this "Agreement") is entered into as of the date of the execution of the Schedule of Service (the "Effective Date") by and between SEACOM Managed Services (Pty) Ltd, a corporation organized and existing under the laws of South Africa under company number 2000/006285/07 ("Provider"), including where applicable an Affiliate of Provider providing services under an Schedule of Service as further provided herein; and ________________________________ a corporation organized and existing under the laws of _________________ under company number __________________ ("Customer"). Provider and Customer are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties".

1. DEFINITIONS. In addition to any capitalized terms defined elsewhere in this Agreement, the following capitalized terms shall have the following meanings:

1.1 "Affiliate" shall mean, in relation to any entity, any other entity that directly or indirectly controls, is controlled by or is under common control with such entity. For purposes of this definition, the term "control" (including with correlative meaning, the terms "controlled by" and "under common control") means with respect to any entity, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise.

1.2 "Cancellation Charge" shall mean the charge payable by Customer for cancellation of the Service pursuant to Section 5.7 below, as further described in the relevant Service Definitions.

1.3 "Customer Premises" shall mean any location or locations off the SEACOM Network selected by Customer or its Third Party Users to which Service will be delivered.

1.4 "CPI" shall mean the Consumer Price Index as published by Statistics South Africa (P0141 CPI Headline, or replacement, as per the website of Statistics South Africa). The escalation factor used shall be the year on year increase in the CPI published immediately preceding the effective date of increase.

1.5 "Default Interest Rate" shall mean ten percent (10%) (annual, compounded monthly).

1.6 "Facilities" shall mean all devices and equipment provided by Provider that are used to provide the Services, including, without limitation, all terminal and other equipment, wires, fiber optic cables, lines, circuits, ports, routers, switches, cabinets, racks, private rooms and the like. The term "Facilities" shall not include any such equipment or devices sold to Customer by Provider or owned by Customer or made available by Customer itself. Except as otherwise agreed in writing by the Parties, title to all Facilities shall remain with Provider or Third Party Provider as applicable.

1.7 "Force Majeure Event" shall mean an event that is beyond the reasonable control of a Party that has occurred without its fault or negligence, including, without limitation, any act of war, act of God or nature, earthquake, hurricanes, tornados, flood, fire or other similar casualty, embargo, riot, terrorism, sabotage, strike or labor difficulty, governmental act, law or regulation, insurrections, terrorism, epidemic, pandemic, quarantine, inability to procure materials or transportation facilities, failure of power, court order, condemnation, failure of a supplier or other cause, whether similar or dissimilar to the foregoing, not resulting from the actions or inactions of such Party.

1.8 "Governmental Authority" shall mean any nation or country and any commonwealth, territory or possession thereof and any political subdivision of any of the foregoing, including, but not limited to, courts, departments, commissions, boards, bureaus, agencies, ministries or other instrumentalities.

1.9 "Laws" shall mean all laws (statutory, judicial or otherwise), ordinances, regulations, judgments, rules, orders, directives, proclamations and requirements of any Governmental Authority.

1.10 "Notice of Completion" shall mean a written notice from Provider that a specific Service has been installed and tested by Provider and is functioning properly in accordance with the specifications set forth in the applicable Service Definitions and/or SOS.

1.11 "Schedule of Service" or "SOS" shall mean the form designated by Provider that sets out the details of each Service to be provided by Provider and purchased by Customer. For the avoidance of doubt, an “Order Form” or “OF” designated by Provider shall also have the same meaning as a Schedule of Service for the purposes of this Agreement.

1.12 "Permits" shall mean approvals, consents, governmental authorizations, licenses, permits and other permissions required from any Governmental Authority.

1.13 "Person" shall mean any individual, corporation, partnership, company, joint venture, association, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity, organization, or corporate body.

1.14 "Planned Maintenance" shall mean any preventative, routine or scheduled maintenance that is performed on a Service, the Facilities, the SEACOM Network or any component thereof, which is reasonably likely to affect the Service, for which Provider shall provide notice of timing and scope to Customer.

1.15 "SEACOM Network" shall mean the telecommunications network which carries customer traffic between equipment that is owned and/or operated by Provider or any Third-Party Provider.

1.16 “Services” shall mean the telecommunications and related services which the Customer procures from the Provider, as specified in one or more Schedule of Services.

1.17 "Service Charges" shall mean the fees or charges payable by Customer to Provider for each Service, as identified in the Schedule of Service and Service Definitions.

1.18 "Service Commencement Date" shall mean the first to occur of the date set forth in any Notice of Completion, unless Customer notifies Provider that the Service is not functioning properly as provided in Section 5.1.

1.19 "Service Level" shall mean the service level governing the quality of each Service, as described in the applicable Service Definitions.

1.20 "Service Level Credit" shall mean the credit calculated as a result of Provider's failure to meet a Service Level set forth on the applicable Service Definitions.

1.21 "Service Definitions" shall mean the forms so entitled and applicable to each Service ordered by Customer pursuant to a Schedule of Services/SOS. For the avoidance of doubt, a Service Schedule designated by Provider shall also have the same meaning as a Service Definitions for the purposes of this Agreement.

1.22 "Tax Authority" means any Governmental Authority exercising any authority to impose, regulate or administer the imposition of Tax in any jurisdiction.

1.23 "Taxes" shall mean any national, federal, stock, local, municipal, regional, provincial or foreign tax, governmental duty, telecommunications charge or other charge of any kind imposed by any governmental or other taxing authority, including any interest, penalty, addition or other amount related thereto, whether disputed or not.

1.24 "Termination Charge" shall mean the charge payable by Customer for termination of the Service pursuant to Section 5.8 below, as further described in the relevant Service Definitions.

2. GENERAL.

2.1 The body of this Agreement contains the general terms and conditions governing the provision by Provider of all Services to Customer. Provider's provision of each Service to Customer shall be subject to and governed by this Agreement, and each applicable Service Definitions and SOS executed by the Parties in respect of the Service are hereby incorporated into this Agreement by this reference. The documents forming this Agreement in relation to a Service are to be taken as mutually explanatory of one another. In the event of a conflict between or among terms and conditions in documents pertaining to a Service, the following shall be the order of priority: (a) first, the SOS for the Service; (b) second, the Service Definitions corresponding to the Service; and (c) third, this Agreement.

2.2 The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." In addition, the word "will" shall be construed to have the same meaning and effect as the word "shall" and vice versa.

3. SCHEDULE OF SERVICE AND CREDIT APPROVAL.

3.1 To order any Service, Customer or its Affiliates shall sign and submit a Schedule of Service requesting Service(s). The SOS and any necessary exhibits shall include a description of the Service(s), the Service Charges for the Service(s) and the applicable Service Term(s). Provider will become obligated to deliver the Service(s) requested by Customer (or its Affiliates) only upon the full execution of the SOS by authorized representatives of both Parties.

3.2 Customer hereby acknowledges that Provider may carry out a credit check of Customer or, as applicable, its Affiliates prior to entering into and executing a Service of Schedule. To that end, Customer hereby agrees to provide to Provider and further authorizes Provider to obtain information about Customer's or, as applicable, its Affiliates' commercial activities and financial condition from Customer, its Affiliates, and third parties, including, without limitation, banks, credit reporting agencies and other businesses that provide like information. A security deposit may be required on a case by case basis and will be specified in the SOS. Customer acknowledges and agrees that any failure by it to comply with any request made by Provider under this Section shall constitute a material breach of this Agreement.

3.3 For purposes of clarity, the Parties hereby acknowledge and agree that, in the event that Provider enters into an SOS with an Affiliate of Customer, such Affiliate shall be considered to be the "Customer" for purposes of this Agreement and such Affiliate and Customer shall be jointly and severally responsible for the obligations of the "Customer" under this Agreement and the SOS, and, in the event that such Affiliate incurs any liability as the "Customer" to Provider under this Agreement or the SOS, such Affiliate and Customer shall be jointly and severally liable to Provider for the same.

3.4 The terms and conditions of any purchase order issued by the Customer in response to the Provider's issuance of an SOS, without the Customer's execution of the Provider's relevant SOS, shall not, under any circumstances, be considered binding upon the Provider.

4. TERM.

4.1 The term of this Agreement (the " Term") shall commence as of the Effective Date and shall continue in effect for a period of one (1) year; provided, however, that, if any Service Term (as defined below and specified in its corresponding SOS) remains in effect on any scheduled expiration or termination date of this Agreement, then the Term shall be deemed extended and this Agreement shall remain in effect until the expiration of every such Service Term.

4.2 A fixed term of service shall be specified on the SOS corresponding to each Service (the "Service Term").

5. INVOICING, PAYMENT, AND SERVICE CHARGES.

5.1 Upon installation of each specific Service specified in an SOS, Provider will deliver to Customer a Notice of Completion. Upon receipt of the Notice of Completion, Customer shall have a period of five (5) business days to confirm that the Service has been installed and is functioning properly in accordance with the specifications set forth in the applicable SOS and/or Service Definitions (the "Service Delivery Specifications"). Unless Customer delivers written notice to Provider within such five (5) business day period that the Service is not operating in accordance with the Service Delivery Specifications (the "Non-Acceptance Notice"), Customer will be deemed to have accepted the Service and billing for all Service Charges shall commence on the applicable Service Commencement Date. In the event that Customer submits a Non-Acceptance Notice to Provider within the time period stated above, Provider shall correct any deficiencies in the Service and deliver a new Notice of Completion to Customer, after which the process stated herein shall be repeated.

5.2 Customer shall reimburse Provider for any reasonable costs incurred by Provider in causing or attempting to cause the Services to conform to the Service Delivery Specifications, if the Service's deviation or non-compliance with the Service Delivery Specifications is caused by Customer's system, any Customer equipment or any act or omission of Customer. The Provider will deliver an invoice to Customer in respect of any such costs incurred by Provider.

5.3 Unless otherwise specified in a corresponding SOS, Provider shall invoice all Service Charges in advance, except for charges that are dependent on usage, which shall be billed in arrears. Customer shall pay all undisputed amounts due in immediately available funds to the Provider's address or bank account designated in the SOS within thirty (30) days from the date of invoice (the “Due Date”). All payments shall be made in South African Rands unless otherwise specified in a given Schedule of Service. Provider may update the account details from time-to-time upon provision of written notice to Customer. For purposes of clarity, the Parties hereby acknowledge and agree that, Provider, in its sole discretion, may issue to Customer separate invoices for Services provided in or involving separate jurisdictions; provided, however, the aggregate amount of Service Charges under any such separate invoices issued to Customer shall not exceed the total amount of the Service Charges that would otherwise be due and owing from Customer under the applicable SOS.

5.4 Any Service Charges or other amounts due under this Agreement (including any SOSs), which are not paid when due, shall accrue interest at the Default Interest Rate. Such interest shall accrue from the day following the date payment of the amounts was due until the date such overdue amounts are paid in full, and such interest shall be payable upon demand by Provider. Provider shall have the right to set off any amounts due hereunder which are not paid when due against any amounts owed to Customer or its Affiliates by Provider or its Affiliates pursuant to this Agreement or any other agreement between the Parties.

5.5 Any disputes concerning invoiced amounts shall be notified by Customer to Provider, in writing, not later than thirty (30) days from the Due Date. Notwithstanding the foregoing, however, Customer shall remain liable for and shall pay all undisputed amounts of a disputed invoice in accordance with Section 5.3 above. Invoiced amounts not disputed prior to the Due Date shall be conclusively deemed undisputed and accepted by Customer. In the event that any dispute is resolved against Customer, Customer shall pay such disputed amounts, plus interest at the Default Interest Rate, within ten (10) days of the resolution of the dispute against Customer.

5.6 Customer's obligation to pay all charges due under this Agreement (including all Service Charges) shall not be subject to any rights of set-off, counterclaim, deduction, defense or other such right that Customer may have against Provider or any other party and all such payments shall be made free of exchange and bank charges. Customer shall ensure that it has obtained all such approvals as are required in terms of any applicable Laws so as to ensure that payment is timely made to Provider.

5.7 Customer may cancel a Service prior to Provider's issuance of a Notice of Completion upon prior written notice to Provider (in a form reasonably requested by Provider). In the event that Customer does so cancel, or in the event that the delivery of such Service is cancelled by Provider prior to delivery of a Notice of Completion due to a failure of Customer to comply with the terms of this Agreement or any SOS, Customer shall pay Provider a Cancellation Charge, as specified in the relevant Service Definitions for each Service. Customer's right to cancel any particular Service under this Section 5.7 shall automatically expire and shall no longer apply upon Provider's delivery to Customer of a Notice of Completion for such Service.

5.8 In addition to Customer's right of cancellation under Section 5.7 above, Customer may, at any time after the Notice of Completion has been delivered and prior to the expiration of the Service Term, terminate Service upon ninety (90) days' prior written notice to Provider. In the event that Customer does so terminate, or in the event that the delivery of Service is terminated by Provider during such period due to a failure of Customer to comply with the terms of this Agreement or any SOS or Service Definitions, Customer shall pay Provider a Termination Charge, as specified in the relevant Service Definitions for each Service.

5.9 Customer is solely responsible for all Service Charges and any other charges related to the Services attributable to Customer incurred with respect to the Services, whether incurred by Customer itself, any Third Party User or other third party, and even if the Service Charge and/or other charge is the result of fraudulent or unauthorized use of Service.

5.10 Provider will have the right to increase the Service Charges for any Service, at (a) the pass through rate of increases by Provider’s underlying third-party suppliers; and (b) the same percentage CPI as applicable on each anniversary date of the Service Commencement Date. Customer acknowledges that charges for services provided by third-party suppliers constitute a portion of the Services delivered to Customer which charges may fluctuate during the Service Term. Should the pricing fluctuate during the Service Term, Provider will endeavour to provide the Customer with thirty (30) days written notice, or such reasonable notice that it may receive from such third party, and together with such notice provide a reasonable level of detail regarding the reason for the fluctuation in the pricing.

6. TAXES AND FEES.

6.1 Customer shall pay when invoiced all applicable Taxes and fees however designated, imposed on the provision or sale of the Services to it and Customer's use thereof. Such Taxes and fees may include value added Taxes, local, municipal, regional or provincial Taxes, use Taxes, excise Taxes, surcharges to recover the costs of universal service contributions and other similar Taxes imposed by any Governmental Authority in connection with the provision and purchase of the Services hereunder. The payment of any such Taxes shall be in addition to the payment of the Service Charges or any other amounts due hereunder. Customer may make any deduction or withholding for or on account of any Taxes, fees, charges or withholdings of any nature (the "Withholding Tax") from any payment due to Provider, if required to do so by law. If the Customer is required by any law or regulation to make any such deduction or withholding, Customer shall, together with the relevant payment, pay such additional amount as will ensure that Provider actually receives and is entitled to retain, free and clear of any such deduction or withholding, the full amount which it would have received if no such deduction or withholding had been required.

6.2 In the event a Governmental Authority informs any Party of any claim, assessment, notice of proposed audit adjustment or other dispute concerning an amount of Tax related to the provision or use of the Service(s) with respect to which the other Party may incur liability hereunder, the receiving Party shall promptly notify the other Party of such matter. Such notice shall contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice or other documents received from any Tax Authority with respect to such matter. If any Governmental Authority asserts that Customer should have made a deduction or withholding for or on account of any applicable Taxes with respect to all or a portion of any payments made hereunder, or that Provider should have collected certain applicable Taxes from Customer which Provider did not collect, Customer hereby agrees to indemnify Provider for such applicable Taxes and to hold Provider harmless on an after-tax basis from and against any and all applicable Taxes, interest, or penalties levied or asserted in connection therewith. To the extent that Customer is or believes it is entitled to an exemption from any applicable Taxes, Customer is responsible for presenting Provider with a valid exemption certificate (in a form reasonably acceptable to Provider). Provider will give effect to any valid exemption certificate provided in accordance with the foregoing sentence to the extent it applies to any Service billed by Provider to Customer only for the period following Provider's receipt of such exemption certificate.

6.3 Customer shall reimburse Provider for any regulatory fees, assessments, or contributions (collectively, “Regulatory Fees”) charged to Provider by any Governmental Authority or agency for Customer's use of Service provided hereunder. In the event that any Regulatory Fees are imposed on Provider in respect of Service provided hereunder, Provider shall provide Customer with an invoice for such Regulatory Fees along with supporting documentation, and Customer shall pay such invoice within thirty (30) days of the date of such invoice.

6.4 In the event of any change in applicable Law, regulation, decision, rule or order that materially increases the costs or other terms of delivery of Service, Provider and Customer will negotiate the rates to be charged to Customer to reflect such increase in cost and, in the event that the Parties are unable to reach agreement respecting new rates within thirty (30) days after Provider's delivery of written notice regarding the material increases in costs or other terms of delivery of Service, then (a) Provider may pass such increased costs through to Customer, and (b) if Provider elects to pass such increased costs through to Customer, Customer may terminate the affected Service without further liability, except for liabilities incurred prior to termination, by delivering written notice of termination no later than thirty (30) days after the effective date of the rate increase.

7. SERVICE PROVISION.

7.1 Customer acknowledges that Provider is currently, or may be in the future, prohibited by applicable Laws in certain jurisdictions from owning the SEACOM Network or rendering some or all Services within such jurisdictions (each, a "Local Jurisdiction"). In order to ensure that the Services are available to Provider's customers on the SEACOM Network in Local Jurisdictions, Provider has entered into contractual arrangements (each, a "Third Party Provider Contract") with its Affiliates and or other unaffiliated Persons (each, a "Third Party Provider") to own and operate the SEACOM Network within the Local Jurisdictions such that Services can be delivered within the Local Jurisdictions to Customer, as necessary, pursuant to this Agreement.

7.2 Provider shall cause each Third Party Provider to (a) execute such other instruments as may be necessary to effect the Third Party Provider Contracts, and (b) make such filings and take such other actions that may be required by the applicable Laws of the Local Jurisdiction to effect the Third Party Provider Contracts.

7.3 If Service is to be delivered in a Local Jurisdiction, Customer shall comply with all requirements of such Local Jurisdiction and the relevant Third Party Provider, as communicated to Customer by Provider. To that end, prior to the delivery of any Service in a Local Jurisdiction, upon request of Provider, Customer shall (a) execute any agreements required by the Third Party Provider Contracts directly with the Third Party Provider, and/or (b) execute an OF containing additional required terms, preserving, to the fullest extent possible, the terms of this Agreement.

7.4 Customer acknowledges and agrees that, to the extent that Provider is prohibited from rendering Services in a Local Jurisdiction and Customer either enters into such an agreement with any Third Party Provider Contracts or a modified Order Form or both, as required by Provider, (a) all references herein or in any OF to "Provider" shall be deemed to refer to each Third Party Provider to the extent that the Third Party Provider renders to Customer Services for that portion of the SEACOM Network located in a Local Jurisdiction and (b) the Third-Party Provider may directly invoice Customer for such Services in accordance with Section 5 above.

7.5 In addition to Third Party Providers, the Provider may subcontract all or part of the Services to a qualified third party. In such event, Provider will remain liable to Customer for Service delivery and performance hereunder.

8. SERVICE LEVELS.

8.1 To report issues related to Service performance, Customer may contact Provider at the telephone number or email address, or online portal address provided by Provider to Customer from time-to-time. In order for Provider to investigate any reported issues, Customer agrees to provide Provider with supporting information as reasonably requested by Provider.

8.2 In the event Provider does not achieve a particular Service Level in a particular month, Provider will issue a Service Level Credit to Customer as set forth in the applicable Service Definitions upon Customer's request. To request a Service Level Credit, Customer must contact Provider or deliver a written request as provided in Provider’s then-applicable support procedure protocols, as may be amended by Provider from time to time, within sixty (60) days of the end of the month for which a Service Level Credit is requested. Provider may be contacted at the telephone number or email address provided by Provider to Customer from time-to-time.

8.3 Customer will be entitled to Service Level Credits only for claims for Service Level Credits that have been validated and approved by Provider, in its reasonable discretion, and provided that Customer has paid Provider all Service Charges due and payable for the relevant Service. All Service Level Credits will be applied against the ensuing Service Charges, as specified in the SOS. Any balance of Service Level Credits due to Customer will be carried forward to the next billing period.

8.4 The Parties hereby acknowledge and agree that Provider's sole liability and Customer's sole remedy for damages arising out of, or relating to any act or omission relating to, the furnishing or failure to furnish Service (including, but not limited to, mistakes, omissions, interruptions, failure to transmit or establish connections, failure to satisfy Service Levels or specifications, delays, errors or other defects) is limited to the Service Level Credits applicable (if any) to the affected Service, as described in the applicable Service Definitions.

8.5 Customer acknowledges and agrees that the Service Level Credits available to it under the Service Definitions for any such deviation from the Service Levels represents a reasonable pre-estimate of all of its resulting losses, and Provider shall have no further liability to Customer for the failure to achieve the Service Levels.

9. FORCE MAJEURE.

9.1 Except for any payment obligations of Customer under this Agreement, neither Party shall be held responsible for any delay or failure in performance of any of its obligations under this Agreement, to the extent such delay or failure is caused by a Force Majeure Event. If any Force Majeure Event prevails for a continuous period of ninety (90) days either Party may terminate this Agreement without additional liability upon fifteen (15) days’ written notice to the other Party; provided, that, Customer shall pay when due all payment obligations arising or accruing prior to the effective date of termination.

10. NO SALVAGE RIGHTS.

10.1 Nothing in this Agreement shall create or vest in Customer any right, title or interest in a Service other than the right to use the Service during the Service Term under the terms and conditions of this Agreement and the related Service Definitions and SOS. In addition, this Agreement does not create or convey to Customer any salvage rights or any ownership or other rights in any real or personal property, whether tangible or intangible, including but not limited to, the SEACOM Network itself or any part thereof, any intellectual property, any of the Facilities or any other of Provider's equipment.

11. CUSTOMER RESPONSIBILITIES.

11.1 Customer shall use a Service only for the purposes for which it is designed and provided, and shall be solely responsible for any fraudulent, unauthorized or improper use of a Service. Customer's use of the Services, and any equipment associated therewith, shall be such as not to interrupt, interfere with or impair service over any of the facilities comprising the SEACOM Network.

11.2 Customer shall be solely responsible for the following: (a) content of information and communications transmitted using the Services; and (b) use and publication of communications and/or information using the Services. Customer acknowledges and agrees that Provider is only an intermediary for the transmission of Customer and third party information, that Provider plays a passive role as a conduit of information for Customer and third parties, and that Provider neither initiates the transmission of information, selects the receivers of the transmission, nor selects nor modifies the information contained in the transmission.

11.3 Customer shall at its expense allow or secure Provider or its contractors access to the Customer Premises to the extent necessary (as reasonably determined by Provider) for the installation, inspection and Planned Maintenance or emergency maintenance of Facilities relating to the Service. In the event of an emergency, Customer shall, upon notice from Provider, allow access to the Customer Premises as soon as is reasonably practicable under the circumstances. Customer will be responsible for providing and maintaining, at its own expense, the level of power, heating and air conditioning necessary to maintain the proper environment for the Facilities on the Customer Premises. In the event Customer fails to do so, Customer shall reimburse Provider for the actual cost of repairing or replacing any Facilities damaged or destroyed as a result of Customer's failure. Customer will provide a safe place to work and comply with all Laws and regulations regarding the working conditions on the Customer Premises.

11.4 Customer shall not, and shall not permit others to, rearrange, disconnect, remove, attempt to repair, or otherwise tamper with the SEACOM Network or any Facilities, without the prior written consent of Provider. Customer shall not take any action that causes the imposition of any lien or encumbrance on the SEACOM Network or the Facilities. Customer agrees (which agreement shall survive the expiration, termination or cancellation of any SOS) to allow Provider to remove the Facilities from the Customer Premises.

12. INSURANCE.

12.1 Customer shall keep in full force and effect during the Term insurance coverage which is no less than that required by applicable Law and is customary in accordance with best industry standards. If requested in writing by Provider, Customer will provide certificates of insurance evidencing its insurance coverage.

13. REPRESENTATIONS AND WARRANTIES.

13.1 Provider hereby represents and warrants to Customer that (a) Provider is a corporation duly organized and validly existing under the Laws of South Africa; (b) the execution, delivery and performance of this Agreement by Provider have been duly authorized by all necessary corporate action on the part of Provider and this Agreement is a valid, binding and enforceable obligation of Provider enforceable against it in accordance with its terms; and (c) the execution, delivery and performance of this Agreement by Provider does not violate, conflict with or constitute a breach of, the organizational documents or any order, decree or judgment of any court, tribunal or Governmental Authority binding on Provider.

13.2 Customer hereby represents and warrants to Provider that (a) Customer is a corporation duly organized and validly existing under the laws of its applicable jurisdiction; (b) the execution, delivery and performance of this Agreement by Customer have been duly authorized by all necessary corporate action on the part of Customer and this Agreement is a valid, binding and enforceable obligation of Customer enforceable against it in accordance with its terms; (c) the execution, delivery and performance of this Agreement by Customer does not violate, conflict with or constitute a breach of, the organizational documents or any order, decree or judgment of any court, tribunal or Governmental Authority binding on Customer; (d) it is in possession or otherwise shall obtain all required Permits which may be applicable to its use of the Services, and (e) Customer shall not carry out any act or omission that results in Provider breaching any law, rule or regulation, and (f) its use of the Services shall at all times comply with Provider's Acceptable Use Policy (located at https://seacom.com/legal-acceptable-use-policy ), and Provider’s Privacy Policy (located at https://seacom.com/privacy-policy), each as may be amended by Provider from time-to-time.

14. TRANSFER OF SERVICES.

14.1 Customer shall have the right to resell, sublicense, lease or otherwise transfer ("Transfer") a Service to a third party (each, a "Third Party User") unless expressly prohibited in the Service Definitions or SOS corresponding to the Service.

14.2 Any Transfer of the Service is subject to the following conditions: (a) Customer shall not Transfer any Service unless it has all required Permits and complies with any and all Laws applicable to the Transfer of the Service, (b) under no circumstances shall a Third Party User obtain or have any type of legal or equitable rights or remedies under this Agreement, (c) Customer shall not act or purport to act on behalf of Provider, nor shall it refer to Provider in any advertising materials (d) Customer shall not be relieved of any of its obligations under this Agreement or any SOS, and (e) any and all Third Party User's acts and omissions (including any failure by the Third Party User to comply with any applicable Law) shall be attributable to Customer for purposes of this Agreement. The Customer shall be solely responsible and liable for any misuse of Services in respect of the Customer’s resale of Services and shall indemnify and hold harmless Provider against any and all claims or proceedings from such resale or sublicense of Services by the Customer.

15. ANTI-CORRUPTION COMPLIANCE.

15.1 Customer warrants that it is familiar with all applicable anti-corruption Laws in effect in the countries in which Customer conducts or will conduct business, which may include, without limitation, the Organisation for Economic Co-operation and Development's Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the UK Bribery Act, and the South African Prevention and Combating of Corrupt Activities Act (the "Anti-Corruption Laws"). In the course of its performance of this Agreement and, specifically, in connection with the Transfer of the Services, Customer agrees that (a) it will comply with all applicable Anti-Corruption Laws; and (b) it will not retain any subagent or sub-representative for purposes of a Transfer of the Services under this Agreement without obtaining prior written consent from Provider. In addition, except where consented to in writing by the Provider, the Customer represents, warrants and covenants that no government official (i) holds or will hold an ownership or other economic or beneficial interest, direct or indirect, in the Customer or (ii) serves as an officer, director, or employee of the Customer. Any breach of the foregoing obligations shall constitute a material breach of this Agreement and shall entitle Provider to exercise all available remedies hereunder or at law or equity.

15.2 In the event Provider has reason to believe that Customer is not in compliance with this Section 15, Customer agrees that Provider shall have the right to audit Customer's books and records and Customer agrees to provide such information and other assurances of compliance with this Section 15 as Provider may request from time to time. Customer agrees to provide to Provider written certification of its compliance with this Section 15 on an annual basis.

16. SUSPENSION AND TERMINATION.

16.1 Provider shall have the right to immediately terminate or suspend this Agreement or any SOSs and discontinue or suspend the delivery of any affected Service(s) (without liability) in the event that: (i) Customer fails to make a payment when due and Customer fails to cure such breach within fifteen (15) days after receipt of written notice from Provider; (ii) Customer has violated any Law, rule, regulation or policy of any Governmental Authority related to the Services or Customer's use thereof; (iii) Customer has engaged in conduct that has caused or may cause (in Provider’s sole reasonable judgment) damage to the Facilities, SEACOM Network or third parties; or (iv) Provider receives any direction, notification or instruction from any Governmental Authority to suspend or terminate the provision of Services to Customer. Upon any exercise of the termination or suspension rights contained in this Section, Provider shall provide written notice (where practicable) thereof to Customer.

16.2 Upon termination as described in Section 16.1, (a) Provider shall have no further duties or obligations hereunder; (b) Customer shall be liable for all Service Charges incurred as of the termination date as well as for the balance of all Service Charges that would have been paid until the end of the Service Terms of all of the terminated Services, as well as any costs and expenses incurred by Provider related to such termination of Services; and (c) subject to Section 17, Provider may pursue any remedies Provider may have under this Agreement, at law or in equity.

16.3 Customer may terminate this Agreement if Provider fails to cure its breach of any material term or condition of this Agreement within thirty (30) days after receipt of notice from Customer of such breach, in which event Customer (a) shall have no further duties or obligations hereunder, and (b) subject to Section 17, may pursue any remedies Customer may have under this Agreement, at law or in equity.

16.4 Any proceeding in bankruptcy, reorganization, insolvency, liquidation or receivership (or comparable event under the law of the jurisdiction in which the Party is formed) commenced by or against either Customer or Provider, which is not discharged within sixty (60) days of commencement, shall entitle the other Party, upon twenty-four (24) hours' written notice, to terminate this Agreement for immediate effect.

16.5 Upon termination of this Agreement for any reason whatsoever, Customer shall promptly arrange for the removal of Customer's equipment (if any) and the like from Provider's space, within fifteen (15) days of the effective date of such termination.

16.6 Provider's suspension of any Service pursuant to Section 16.1 shall not prejudice Provider's right to payment hereunder or under any SOS, nor Provider's right to subsequently terminate this Agreement based on the event that gave rise to Provider's suspension right or on any other event that gives Provider the right to terminate this Agreement. If Provider suspends any Service in accordance with Section 16.1, Provider may claim, and Customer shall pay upon demand, a reasonable charge for re-commencing the provision of the Service (if applicable).

16.7 Any provision of this Agreement which by its context is intended to apply after termination of this Agreement shall survive its termination.

17. LIMITATION OF LIABILITY AND DISCLAIMERS.

17.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY SCHEDULE OF SERVICE, PROVIDER HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT, OR BY OPERATION OF LAW, STATUTE, OR OTHERWISE, REGARDING THE SEACOM NETWORK, FACILITIES AND SERVICES PROVIDED BY PROVIDER HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

17.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR (B) ANY DAMAGES FOR LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF CUSTOMERS, LOSS OF DATA, INTERFERENCE WITH BUSINESS OR COST OF PURCHASING REPLACEMENT SERVICES, ARISING OUT OF THE PERFORMANCE OR NON-PERFORMANCE UNDER AN SCHEDULE OF SERVICE OR SERVICE DEFINITIONS OR OTHERWISE OUT OF OR IN RESPECT OF THIS AGREEMENT (EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY.

17.3 IN NO EVENT SHALL PROVIDER BE LIABLE TO CUSTOMER WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS OF THE TOTAL AMOUNT PAID OR PAYABLE FOR THE PRIOR TWELVE (12) MONTH PERIOD BY Customer UNDER THIS AGREEMENT FOR ALL SERVICEs, or in the event of a lump sum upfront payment, a prorata amount of such lump sum for each year of the service term. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY ARE REASONABLE AND ARE A MATERIAL INDUCEMENT FOR PROVIDER ENTERING INTO AND PROVIDING SERVICES PURSUANT TO THIS AGREEMENT.

17.4 NOTWITHSTANDING THE ABOVE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS LIMITING THE LIABILITY OF EITHER PARTY FOR (A) PERSONAL INJURY OR DEATH RESULTING FROM THE NEGLIGENCE OF A PARTY OR ITS EMPLOYEES, (B) FRAUD OR FRAUDULENT MISREPRESENTATION, OR (C) WILFUL MISCONDUCT.

18. INDEMNIFICATION.

18.1 Each Party shall indemnify the other Party from any claims by third parties (including any Governmental Authority or Third Party User) and expenses including legal fees and court costs respecting damage to tangible property, personal injury or death caused by such Party's negligence or willful misconduct.

18.2 Customer shall indemnify Provider from any claims by third parties (including any Governmental Authority or Third Party User) and expenses including legal fees and court costs respecting a breach by the Customer (or any Third Party User) of this Agreement.

18.3 Each Party agrees to promptly provide each other with notice of any claim which may result in an indemnification obligation hereunder. The indemnifying Party may defend such claim with counsel of its own choosing provided that no settlement or compromise of any such claim shall occur without the consent of the indemnified Party, which consent shall not be unreasonably withheld or delayed. The indemnified Party shall reasonably cooperate in any such defense, and, notwithstanding the foregoing, shall have the right to participate in such defense or settlement with its own counsel and at its sole expense, provided that the indemnifying Party shall have control of conducting the defense and settlement.

19. CONFIDENTIALITY.

19.1 Each Party understands and acknowledges that any data or information, oral, written, or obtained by observation, that relates to the other Party or its business activities and that is not in the public domain or is otherwise of a proprietary or confidential nature (collectively, "Confidential Information") represents valuable information entitled to protection. For purposes of this Agreement, "Confidential Information" includes, without limitation, the provisions of this Agreement and any SOSs issued hereunder, information and materials as to a Party's research, development and business activities, customers and suppliers, equipment and networks, personnel, revenues and forecasts and consumer markets. From the Effective Date until three (3) years following the expiration or termination of this Agreement, each Party shall maintain confidential and not disclose the Confidential Information of the other Party, and shall use the same level of care with respect to the Confidential Information of the other Party as it uses with respect to its own Confidential Information (and always with at least a reasonable degree of care).

19.2 The confidentiality obligations set forth above shall not prohibit disclosure of (a) information previously known to the receiving Party; (b) information which is or becomes publicly known through no wrongful act of the receiving Party; (c) information received from a third party who is not subject to confidentiality obligation; (d) information required to be disclosed by a governmental agency or court order; or (e) in the case of Provider, to prospective lenders to Provider or its Affiliates or to prospective underwriters or purchasers of any offering of debt or equity securities of Provider or any of its Affiliates. The Parties may disclose Confidential Information to their accountants, legal and financial advisors and consultants as necessary for the performance of their obligations under this Agreement; provided that the disclosing Party shall cause such persons to adhere to the confidentiality requirements of this Agreement.

19.3 Notwithstanding the foregoing, in the event that either Party intends to disclose any Confidential Information pursuant to Section 19.2(d), such Party agrees to (a) provide the other Party with prompt notice before such disclosure in order that such Party may attempt to obtain a protective order or other assurance that confidential treatment will be accorded such Confidential Information and (b) cooperate with the other Party in attempting to obtain such order or assurance.

19.4 Neither this Section 19 nor any other provision of this Agreement shall be construed as obligating a Party to disclose its Confidential Information to the other Party, or as granting to or conferring on a Party, any expressed or implied rights or license to the Confidential Information of the other Party.

19.5 Neither Party shall make any public announcement or disclosure or issue any press release with respect to any contractual relationship between Provider and Customer or the subject matter of this Agreement, except as may be required by Law or agreed in advance between the Parties in writing.

19.6 Customer warrants to Provider that Customer will obtain the necessary consents of the transfer of any personal information (as may defined or refined by applicable Laws), and Customer hereby consents to Provider collecting and processing personal information relating to Customer during the tenure of this Agreement for: (i) the provision of Provider’s Services that Customer has subscribed to, and for legal, administrative and management purposes, such as customer service, technical support, billing and reconciliation, operational maintenance, fraud detection and prevention, as required by law and to communicate with Customer; and (ii) sending information to Customer via designated telephone, electronic, and physical mediums regarding Provider’s products, services, offerings, and events that may be of interest to Customer. Provider may share such information with Affiliates, employees, agents, contractors, and advisors who provide products or services to Provider, and to any regulatory authorities and potential purchasers of Provider. Customer acknowledges and understands that, for Provider to provide the Services, certain personal information may be transferred to countries outside the contracting jurisdiction. Customer warrants to Provider that Customer will obtain the necessary consents for such transfer of personal information. Each Party represents and warrants to the other Party that it complies with its obligations under relevant data privacy Laws. Customer further represents and warrants to Provider that it shall provide proper, legally compliant notices to, and obtain necessary consents from, its end-users and/or employees about how their personal information may be used, stored, and disclosed to service providers engaged by Customer.

20. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION.

20.1 This Agreement shall be governed by and construed in accordance with the Laws of South Africa excluding that body of law known as conflicts of law.

20.2 The Parties shall endeavor to settle amicably by mutual discussions any disputes or claims related to this Agreement (“Dispute”). Any Dispute which arises shall be referred to a committee consisting of two members appointed by the Customer and two (2) members appointed by Provider, or alternates appointed by the Parties, who will use their best efforts to resolve the Dispute within seven (7) days of the dispute having been referred to them.

20.3 Failing such settlement, the Parties hereby agree and consent to the exclusive jurisdiction of the Courts of South Africa.

21. NOTICES.

21.1 Each notice, demand, certification or other communication made in connection with or under this Agreement shall be in writing and shall be delivered by hand or sent by registered mail or by electronic mail to the address of the respective Party as shown below (or such other address as may be designated in writing to the other Party hereto in accordance with the terms of this Section):

If to the Provider:

SEACOM Managed Services (Pty) Ltd

Address:

Anslow Office Park

8 Anslow Crescent

Bryanston, Johannesburg

Gauteng

Attention: The Director

Email: notice@seacom.com

If to the Customer:

______________________________

Address:

_______________________

_______________________

_______________________

_______________________

Attention: _____________________

Email: ________________________

21.2 Any change to the name, address and facsimile number may be made at any time by giving fifteen (15) days prior written notice in accordance with this Section. Any such notice, demand or other written communication shall be deemed to have been received, if delivered by hand, at the time of delivery or, if posted, at the expiration of seven (7) days after the envelope containing the same shall have been deposited in the post for such purpose, postage prepaid, or if sent by electronic mail, two (2) days after the date of transmission.

22. ASSIGNMENT.

22.1 Neither this Agreement nor any SOSs may be assigned by the Customer without the written consent of the Provider, which shall not be unreasonably withheld or delayed; provided that the Provider shall be entitled to cede in security or assign its right to claim payment under the Agreement and the rights to receive any proceeds payable to the Provider under the Agreement to any of its lenders, any security special purpose vehicle established for the benefit of holding security for the benefit of its lenders or any security trust established for the benefit of holding security for the benefit of its lenders. The Customer consents to any splitting of claims that may arise as a result of such cession in security or assignment. Any assignment, transfer or other disposition by Customer in violation of this Section shall be null, void and of no force and effect. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Notwithstanding any permitted assignment by Customer, Customer shall remain liable for the payment of all Service Charges due under each SOS. Provider may also subcontract with one or more third parties (including Provider’s Affiliates) for the provision of all or any part of the Services without the consent of Customer.

23. MISCELLANEOUS.

23.1 Provider or any Third Party Provider may elect or be required to file with the appropriate regulatory agency tariffs respecting the delivery of certain Services. In the event that such tariffs are filed respecting Service ordered by Customer, then (to the extent such provisions are not inconsistent with the terms of a SOS) the terms set forth in the applicable tariff shall govern Provider's delivery of, and Customer's consumption or use of, such Service.

23.2 Neither Party shall have the right to use the other Party's or its Affiliates' trademarks, service marks or trade names or to otherwise refer to the other Party in any marketing, promotional or advertising materials or activities, except as may be agreed in advance in writing by the Parties.

23.3 Provider reserves the right to provide any customer or potential customer bound by a nondisclosure agreement access to a list of Provider's customers and a description of services purchased by such customers. Customer consents to such disclosure, including the listing of Customer's name and Service purchased by Customer, provided that financial terms relating to the purchase shall not be disclosed.

23.4 This Agreement constitutes the entire understanding of the Parties related to the subject matter hereof. All prior written or oral agreements, understandings, communications or practices between Provider and Customer are hereby superseded insofar as they relate to the Services being provided hereunder.

23.5 This Agreement may be amended only in writing and signed by a duly authorized representative of each of Provider and Customer.

23.6 The waiver by either Provider or Customer of any breach of this Agreement by the other in a particular instance shall not operate as a waiver of subsequent breaches of a same or different kind. The failure of either Provider or Customer to exercise any rights under this Agreement in a particular instance shall not operate as a waiver of its right to exercise the same or different rights in any subsequent instance.

23.7 If any provision of this Agreement shall be held to be invalid or unenforceable, it shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect and Provider and Customer shall promptly negotiate a replacement.

23.8 Under this Agreement, both Provider and Customer shall be independent contractors, maintaining complete control over their own employees, personnel and operations. This Agreement does not, and shall not be deemed to, establish any relationship of partnership, joint venture, employment, fiduciary or agency between Provider and Customer. As such, neither Party shall have the right to enter into a binding agreement on behalf of, or otherwise bind, the other, nor have the right to direct or control the activities of the other, nor shall one Party act as an agent of the other Party.

23.9 This Agreement is for the sole benefit of the Parties. Nothing expressed or implied in this Agreement shall give, or be construed to give, any Person (including, but not limited to, any Third Party User, any customers of Customer or any other permitted user of a Service) other than the Parties themselves any legal or equitable rights, remedies or causes of action hereunder or in respect hereof.

23.10 The headings of Sections in this Agreement are for convenience of reference only and are not intended to restrict, affect or influence the interpretation or construction of provisions in a Section.

23.11 Each Party shall bear its own costs of and incidental to the negotiating, drawing and settlement of this Agreement. Customer shall be liable for any stamp duties or similar imposts required in the Customer's home jurisdiction.

23.12 The Parties hereto acknowledge that this Agreement is commercial in nature, and each Party hereto expressly and irrevocably waives any claim or right which it may have to immunity (whether sovereign immunity, act of state or otherwise) for itself or with respect to any of its assets in connection with an arbitration, arbitral award or any other proceeding to enforce this Agreement, including, without limitation, immunity from service of process, immunity of any of its assets from pre- or post-judgment attachment or execution and immunity from the jurisdiction of any court or arbitral tribunal.

23.13 The rule of construction that the contract shall be interpreted against or to the disadvantage of the Party responsible for the drafting or preparation of the contract shall not apply.

23.14 This Agreement may be executed in counterparts, each of which when executed and delivered shall be deemed an original. All of such counterparts shall constitute one and the same instrument.