MOE Contract For Schools Infrastructure Network

CONFIDENTIAL
Dept of Schools/Schools Network Infrastructure

MOE/EGOV/DS/001-9/2004
AGC/SG/draft: 22/3/05
CONTRACT
Between
THE GOVERNMENT OF HIS MAJESTY THE SULTAN AND YANG DI-

PERTUAN OF BRUNEI DARUSSALAM
Represented by the Ministry of Education
And
[ ]
For
The Supply, Delivery, Installation, Testing, Commissioning and Maintenance of

Schools Network Infrastructure for Government Primary, Secondary and
Religious Schools, Ministry of Education (Phase I, II & III)
(MOE/EGOV/DS/001-9/2004)
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Table of Contents
1. DEFINITIONS AND INTERPRETATION
2. SCOPE OF PROJECT
3. CHANGE CONTROL
4. GOVERNMENT’S RESPONSIBILITIES
5. PROGRESS MEETINGS
6. CONTRACT PRICE AND MAINTENANCE CHARGES/TECHNICAL

SUPPORT FEE
7. HARDWARE
8. SOFTWARE
9. IMPLEMENTATION PLAN AND DELAYS
10. INSTALLATION TESTS
11. ACCEPTANCE TESTS
12. WARRANTIES
13. DEFECTS WARRANTY
14. MAINTENANCE AND SUPPORT
15. PERFORMANCE BOND
16. LIABILITY
17. INTELLECTUAL PROPERTY RIGHTS INDEMNITY
18. CONFIDENTIALITY
19. PERSONNEL
20. GIFTS
21. TERMINATION
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22. FORCE MAJEURE
23. NOTICES
24. SPARE PARTS
25. WAIVER
26. SEVERABILITY
27. ENTIRE CONTRACT
28. DISPUTE RESOLUTION
29. AMENDMENTS AND VARIATIONS
30. ASSIGNMENT AND SUB-CONTRACT
31. GOVERNING LAW
SCHEDULE A: LIST OF HARDWARE, SOFTWARE, AND SERVICES
SCHEDULE B: CONTRACT SPECIFICATIONS
SCHEDULE C: PAYMENT SCHEDULE
SCHEDULE D: ACCEPTANCE CERTIFICATE
SCHEDULE E: IMPLEMENTATION PLAN
SCHEDULE F: SCHEDULE OF SPARE PARTS
SCHEDULE G: HARDWARE SUPPORT AND MAINTENANCE

AGREEMENT
SCHEDULE H: SOFTWARE LICENCE AND MAINTENANCE

SUPPORT AGREEMENT
SCHEDULE I: PERFORMANCE BOND
SCHEDULE J: KEY PERSONNEL
SCHEDULE K: DOCUMENTATION
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SCHEDULE L: TRAINING AND RELATED SERVICES
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THIS CONTRACT is made on the day of 2007
BETWEEN
THE GOVERNMENT OF HIS MAJESTY THE SULTAN AND YANG DI-

PERTUAN OF BRUNEI DARUSSALAM, represented by the Ministry of Education,
____________ Brunei Darussalam (hereinafter referred to as the “Government”)
AND
[ ] (hereinafter referred to as the “Contractor”).
WHEREAS:
A. The Government has invited tenders for the Supply, Delivery, Installation,
Testing, Commissioning and Maintenance of Schools Network Infrastructure
for Government Primary, Secondary and Religious Schools, Ministry of
Education, Brunei Darussalam (Phase I, II & III) (hereinafter referred to as
“the Project”).
B. The Contractor has bid for and its tender for the Project has been accepted by
the Government.
C. The parties are now desirous of documenting the terms upon which the Project
shall be implemented.
NOW IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Contract unless inconsistent with the context or otherwise specified
the following definitions shall apply:
1.1.1 “Acceptance Date” means the date on which the System is

accepted by the Government pursuant to Clause 11;
1.1.2 “Acceptance Tests” means the tests described in Clause 11;
1.1.3 “Contract” means these terms and the Schedules to them;
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1.1.4 “Commissioning” means all the work to be carried out to put the
System into operational use (including the transfer and conversion
of data after completion of the Acceptance Tests);
1.1.5 “Contract Price” means the total price payable for the Project as
specified in Schedule C;
1.1.6 “Delivery” means when the delivery of an item of the Hardware,

Software or Documentation to the Site has been made and, as
regards Hardware and Software, successfully installed;
1.1.7 “Documentation” means the Project Deliverables, Project

Reference Materials, Software Documentation, Hardware
Documentation, Implementation and Related Services
Documentation and Operations and Maintenance Services
Documentation specified in Section 2 – Specifications in the
Invitation To Tender [and in Schedule K];
1.1.8 “Government Equipment” means the equipment, communications

links, computer programs, apparatus, materials and other items
(other than the System) existing or available at the Site for use in
association with the System;
1.1.9 “Government Requirements” means the specification of the

System describing the intended functions and facilities for the
System and the performance criteria of the System as set out in the
Section 2- Specifications in the Invitation To Tender [and in the
Contract Specifications attached as Schedule B];
1.1.10 “Hardware” means those computer hardware, other peripherals and

ancillary equipment to be supplied by the Contractor as part of the
System (including computer tables and chairs) as specified in
Section 2- Specifications in the Invitation To Tender [and listed
in Schedules A and B];
1.1.11 “Invitation to Tender” means the Tender documents issued by the

Government for the Project;
1.1.12 “Implementation Plan” means the plan detailing the

implementation, activities and timetable for the Project as set out
in Section 2- Specifications in the Invitation To Tender [and in
Schedule E] as amended from time to time in accordance with this
Contract;
1.1.13 “Milestone” means, as regards any of the Contractor’s obligations

to deliver any of the Hardware, Software or Documentation or to
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perform any of the Project, the relevant date or stage set out in the
Implementation Plan and/or any other Schedule concerned;
1.1.14 “MOE” means the Ministry of Education;
1.1.15 “Operating Software” means the computer programs and

associated documentation supplied by a manufacturer in
connection with the operation of a Hardware item;
1.1.16 “Other Software” means the computer programs referred to in

Clause 8.2 and specified in Section 2- Specifications in the
Invitation To Tender [and Schedule B];
1.1.17 “Phase” means a phase or stage of the Project as specified in the

Implementation Plan;
1.1.18 “Project” means the System to be supplied and all services and
other items to be provided by the Contractor under this Contract;
1.1.19 “Ready for Use” means the System delivered, installed and
accepted in accordance with Clause 11;
1.1.20 “Site” means the sites where the Hardware, Software and System
or parts of it shall be installed and operated;
1.1.21 “Software” means the Operating Software and Other Software to

be supplied by the Contractor for use on the Hardware;
1.1.22 “Services” means the services to be provided by the Contractor

under this Contract;
1.1.23 “Standard Coverage Hours” means the hours between 7.45 am and
5.00 pm. each day excluding Fridays, Sundays and Brunei
Darussalam public holidays;
1.1.24 “System” means the Schools Network Infrastructure System for

Government Primary, Secondary and Religious Schools, Ministry
of Education, Brunei Darussalam (Phase I, II & III) formed by the
combination of the Hardware and Software;
1.1.25 “System Support” means the maintenance and support services to

be provided by the Contractor in accordance with Clause 14;
1.1.26 “System Support Period” means the period specified in Clause 14

during which the Contractor shall provide the System Support;
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1.1.27 “Training” means the training to be provided by the Contractor as
specified in Section 2- Specifications in the Invitation To Tender
[and Schedule L] (which shall include such topics as system
failure diagnosis, scheduled downtime tests and start up tests).
1.2 References herein to Clauses and Schedules are to clauses in and

schedules to this Contract.
1.3 The Schedules to this Contract shall be deemed to form part of this
Contract.
1.4 The headings to the Clauses and Schedules are inserted for ease of
reference only and shall not affect the interpretation and construction of
this Contract.
1.5 Unless the context requires otherwise, words importing the singular include
the plural and vice versa, words importing gender include every gender and
words denoting person shall include a natural person, company, firm,
unincorporated association or any other legal entity whether acting as trustee
or not.
1.6 Any reference to a working day shall mean a reference to any day other
than a Friday and Sunday or a gazetted public holiday in Brunei
Darussalam and any reference to a month or year shall mean a month or
year reckoned according to the Gregorian calendar.
1.7 Any reference to a party in this Contract includes a reference to his

successors and permitted assigns.
1.8 Reference to any statute or statutory provision includes a reference to that

statute or statutory provision as from time to time amended, extended or
re-enacted.
2. SCOPE OF PROJECT
2.1 The Contractor agrees as prime contractor to supply to the Government

the System which comprises an integrated computer system and meets the
Government Requirements in accordance with and subject to the terms of
this Contract.
2.2 In particular, but without limiting the generality of Clause 2.1, the
Contractor shall:
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2.2.1 provide the implementation and related services, the project
management services and the post-implementation services all as
specified in Government Requirements;
2.2.2 where necessary, carry out site preparation for the System in
accordance with the Government Requirements;
2.2.3 deliver and install the Hardware and Software at the Site in
accordance with this Contract;
2.2.4 carry out installation tests of the Hardware and Operating Software
in accordance with Clause 10;
2.2.5 assist the Government during the period of the Acceptance Tests in
accordance with Clause 11;
2.2.6 sell the Hardware to the Government free from incumbrances;
2.2.7 grant to the Government, and in the case of any third party
software procure the grant to the Government of non-exclusive
licences on the terms specified in Clause 8 to use the Software and
Documentation as part of the System;
2.2.8 supply the Documentation;
2.2.9 provide training and other related services in accordance with

Section 2 – Specification in the Invitation To Tender [and the
training plan set out in Schedule L]; and
2.2.10 provide support and maintenance in accordance with Clause 14.
2.3 The Contractor acknowledges that it has been supplied with sufficient
information about the Government Requirements and that it has made all
appropriate enquiries to enable it to undertake the Project in accordance
with this Contract. The Contractor shall neither be entitled to any
additional payment nor excused from any obligation or liability under this
Contract because of any misinterpretation by the Contractor of any fact
relating to the functions, facilities and capabilities of the System or any
part of it as specified in the Government Requirements. The Contractor
shall promptly bring the attention of the Government’s project
representative any matter which is not adequately specified or defined in
the Government Requirements and any other relevant specification or
document.
2.4 The Contractor undertakes to carry out the Project with reasonable care and
skill using appropriately qualified and experienced persons.
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2.5 In the performance of this Contract, the Contractor shall at its own expense
within a reasonable period of time, clear away and remove from the Site all
surplus materials, rubbish and work of every kind and leave the whole of the
Site clean and in workmanlike condition.
3 CHANGE CONTROL
3.1 At any time prior to the Acceptance Date the Contractor may in writing
recommend and the Government may in writing request from time to time
changes to any part of the Project.
3.2 The Contractor shall notify the Government in writing within five (5)
working days of receipt of the change request or the making of the change
recommendation of the time and cost needed to investigate the
implications for this Contract of implementing the proposed change. The
investigation shall be carried out only on the Government’s prior written
instruction.
3.3 Following the investigation (if any) the Contractor shall give a written
quotation or estimate (valid for not less than thirty (30) days from the date
it is given to the Government) showing the increase or decrease in the
Contract Price and any related effect on other contract matters, including
the Implementation Plan and payment Schedule, should the proposed
change be implemented. The Contractor shall use all reasonable
endeavours to ensure that its quotation or estimate is given within ten (10)
working days (or such longer period as may be agreed) of receipt by the
Contractor of a written instruction to investigate the implications of the
proposed change.
3.4 Should the Government wish to proceed with the proposed change, it shall
instruct the Contractor in writing of its wish as soon as reasonably practicable
after receipt of the written quotation but not later than ten (10) working days
(or such longer period as may be agreed) of receipt of the written quotation or
estimate. Those parts of this Contract affected by the change shall then be
deemed to be modified accordingly. The Contractor shall as soon as
reasonably practicable incorporate the change in the Implementation Plan and
in any other documentation where the change calls for modification and shall
give revised copies of the Implementation Plan and documentation to the
Government.
3.5 Until any change is formally agreed between the Contractor and the
Government the Contractor shall continue to perform and be paid for the
Project as if the change had not been proposed.
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4 GOVERNMENT’S RESPONSIBILITES
4.1 The Government shall provide the Contractor with such information as it may
reasonably need concerning the Government’s operations and answers to
queries, decisions and approvals which may be reasonably necessary for the
Contractor to undertake the Project. The Government is responsible for
ensuring that such information and answers are accurate and complete. The
Contractor shall, to the extent reasonably practicable, give the Government
reasonable prior notice of any information or answers it requires in
accordance with this Clause 4.1 and shall notify the Government promptly in
writing if it considers the Government to have failed to provide information or
answers in accordance with this Clause 4.1 or if it has reason to suspect that
any such information is inaccurate or incomplete.
4.2 The Government shall provide the following facilities to authorised personnel
of the Contractor throughout the Government’s normal business hours and at
such other times as the Government authorities after reasonable prior notice
from the Contractor (such authorisation not to be unreasonably withheld or
delayed):
4.2.1 access to and use of the Government Equipment;
4.2.2 access to the Government’s employees, the Hardware and the Site;
4.2.3 all electric power, lighting, air conditioning reasonably needed by

the Contractor to perform the Project (and the Contractor warrants
that it has informed the Government of all such needs so far as
reasonably practicable prior to the date of signature of this
Contract);
4.3 The Government is responsible for ensuring that the Government Equipment
is properly installed and is sufficient and suitable for its purpose and that any
adjustments which may be required are carried out expeditiously. The
Contractor shall be responsible for integrating the System to the Government
Equipment.
5 PROGRESS MEETINGS
5.1 Each party shall appoint a senior member of its staff (“the Project
Representative”) to act as the principal point of contact for the purposes of
the Project.
5.2 The Contractors shall prepare written progress reports at such frequencies
as shall be agreed from time to time.
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5.3 Progress meetings to discuss progress reports and other relevant issues shall
be held weekly or at such other frequencies as agreed by the parties. Minutes
of these meetings shall be taken by the Contractor and sent to the Government
within five (5) working days of the meeting for the Government’s approval.
Only minutes so approved shall be treated as an accurate record of such
meetings.
6 CONTRACT PRICE AND MAINTENANCE CHARGES/TECHNICAL

SUPPORT FEE
Contract Price
6.1 The amounts, method and timing of payment of the Contract Price shall be
in accordance with Schedule C.
6.2 The Contract Price for the Project is firm and fixed and shall not be
subject to any increase except those increases expressly agreed by the
Government in writing in accordance with this Contract.
6.3 Where the Government requests and the Contractor agrees to perform
services relating to the Project which are not part of the Contract Price
then those services shall be chargeable on a time and materials basis at the
Contractor’s then current standard fee rates unless otherwise agreed.
6.4 The Contractor shall on request promptly supply the Government with all
information needed to check the calculation of prices and shall in
particular indicate all unit prices requested by the Government.
6.5 Where the Contract provides for stage payments of the Contract Price on
the occurrence of specific events or dates, payment shall fall due on the
scheduled dates upon the Contractor complying with the conditions
specified for each payment.
Maintenance Charges and Technical/Maintenance Support Fee

6.6 The Contractor shall pay the Maintenance Charges and
Technical/Maintenance Support Fee quarterly in arrears in the amount and
manner specified in Schedule C
6.7 All claims for payment pursuant to Clause 6.6 must be supported by the
relevant invoice and Maintenance Services Report (and duly verified and
certified by the Government or its authorized representative). The invoice
shall include the Contract Reference Number.
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6.8 The Maintenance Charges and Technical/Maintenance Support Fee shall
be fixed and firm throughout the System Support Period [and are inclusive
of cost of Spare Parts (as defined in Clause 24)], any travel, subsistence
and other out-of- pocket expenses incurred by the Contractor in respect of
the provision of System Support.
7 HARDWARE
7.1 The Contractor shall be responsible at its own cost for the Delivery and
off-loading of the Hardware at the Government’s premises where the Site
is located and its transfer to and installation at the Site.
7.2 Risk in and title to each item of the Hardware shall pass to the
Government on payment in full of that part of the Contract Price
attributable to that item.
8 SOFTWARE
8.1 The Contractor shall be responsible for providing and installing the
Software on the Hardware at the Site.
8.2 As regards the Software supplied under this Contract over which the
Contractor or any third party holds title or other rights, the Contractor
shall obtain for the Government the non-exclusive right to use that
Software in the operation of the System.
8.3 Risk in the media on which the Software is recorded shall pass to the
Government on Delivery at the Site.
9 IMPLEMENTATION PLAN AND DELAYS
9.1 The Contractors shall use all reasonable endeavours to achieve completion
of each Phase of the Project by the relevant Milestone in the
Implementation Plan.
9.2 If the Contractor:
9.2.1 fails to provide the System Ready for Use by the Milestone for
such stage, or
9.2.2 fails to deliver and install the Hardware and/or Software by the
Milestone for such stage; or
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9.2.3 fails to supply the Documentation by the Milestone for such stage;
or
9.2.4 fails to provide the training and other related services mentioned in
Clause 2.2.11 by the Milestone for such stage;
(hereinafter collectively referred to as the “Contract Obligations” and

individually as “Contract Obligations”)
then the Contractor shall pay liquidated damages to the Government for
the delay during the period beginning on the Milestone date and ending on
the date on which the Contract Obligation is actually performed. The
liquidated damages shall be payable for each week or part week of delay
of a sum equal to one percent (1%) of the Contract Price in respect of the
delayed Contract Obligation. Subject to Clause 9.3 the payment of
liquidated damages shall be in full satisfaction of the Contractor’s liability
for such period of delay but such payments shall not relieve the Contractor
from its obligation to provide the System Ready for Use or from any other
liability or obligation under this Contract.
9.3 If the System is not Ready For Use within eight (8) weeks after its
Milestone date then the Government may terminate this Contract with
immediate effect on giving written notice to the Contractor. Such
termination shall not affect the Government’s right to payments under
Clause 9.2 and shall be without prejudice to any right to recover money
previously paid to the Contractor under this Contract.
10 INSTALLATION TESTS
10.1 Following installation of the Hardware at the Site the Contractor shall
submit the Hardware and Operating Software to the standard installation
tests of the manufacturers or suppliers concerned to ensure that the
Hardware and Operating Software are in working order and ready for
Acceptance Tests.
10.2 The Contractor shall supply the Government with copies of the test
specification and results of the installation tests before the Acceptance
Tests begin.
11 ACCEPTANCE TESTS
11.1 The Contractor shall prepare an acceptance test specification which is

suitable to demonstrate that the System complies with and performs in
accordance with the Government Requirements and the provisions in
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Section 2- Specifications in the Invitation To Tender. Such work shall
be carried out by the Contractor in accordance with the Implementation
Plan. The Contractor shall, at least one month prior to the date of the
carrying out of the Acceptance Test, submit to the Government such test
criteria and procedures for the acceptance of the System (“the Acceptance
Specification”) for approval by the Government. If in the reasonable
opinion of the Government the Acceptance Specification does not provide
sufficient details to test all the functions and capabilities of the System, the
Contractor shall make the amendments as requested by the Government.
11.2 When the relevant part of the System is ready for the Acceptance Tests the
Government shall undertake the Acceptance Tests in accordance with the
Acceptance Specification and the Implementation Plan using test date data
and expected results prepared by the Government. The Contractor shall
provide all labour, materials, simulation and other special tools, test
equipment, transportation and documentation to complete the Acceptance
Tests.
11.3 The Contractor shall have up to two (2) suitably experienced personnel
involved with the supply of the System available on call at the
Government’s request to attend the Site to assist the Government and
provide advice on matters relating to the conduct of the Acceptance Tests.
Such assistance shall be included within the Contract Price.
11.4 The Government shall supply a sufficient number of suitably qualified

persons to check the results of each stage of the Acceptance Tests against
the Acceptance Specification. The Government shall appoint a
representative who shall co-operate and liaise with the Contractor in all
matters pertaining to the Acceptance Tests.
11.5 The Contractor shall prepare two (2) copies of a Test Report as soon as
possible after the completion of each test, regardless of whether the test
was witnessed by the Government Representative. If the Government
Representative has witnessed the test, he shall countersign the Test Report
to indicate his agreement. If the Government Representative has not
witnessed the test, but the results and readings are satisfactory, he shall
return one copy of the Test Report to the Contractor with a notification in
writing indicating his agreement with the tests and with the results and
readings.
11.6 If any part of the System fails to pass its applicable Acceptance Tests the
Contractor shall be given such time and facilities as are reasonable in all
the circumstances to rectify such part of the System and repeat those tests
applying to such part within a reasonable time (and at the expense of the
Contractor) but in any event not later than fourteen (14) days after the
failure to pass its applicable tests. The Contractor shall not be required to
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repeat any tests in respect of those parts of the System which have
successfully completed the Acceptance Tests applicable to them.
11.7 If the System or any part of it being tested fails to pass its applicable
Acceptance Tests after two (2) repeat Acceptance Tests are conducted in
accordance with Clause 11.6, then the Government may by written notice
to the Contractor elect at its option:
11.7.1 to require the Contractor to provide at no extra charge to the

Government such additional services and replacement items as
shall enable the System or part thereof to pass the Acceptance Tests
within a reasonable time and in any event within twenty eight (28)
days of such notice; or
11.7.2 to accept the System or part thereof with an abatement of the

Contract Price (the abatement being such amount as, taking into
account the circumstances, is reasonable).
11.8 Failing the System passing the Acceptance Tests or written agreement as to
abatement, in each case within twenty eight (28) days after the date of such
notice, the Government may reject the entire System as not being in
conformity with this Contract, in which case the Government may
terminate this Contract at any time after rejection on written notice with
immediate effect.
11.9 On rejection under Clause 11.8 the risk in the System shall pass to the
Contractor. The Contractor shall as soon as reasonably practicable after
rejection disinstall and remove the rejected System.
11.10 The issue of any interim acceptance certificate on successful completion of

the Acceptance Tests for any particular part of the System shall not affect
the Government’s right to reject any accepted part if any later part of the
System fails to pass the Acceptance Tests and the Government cannot use
the accepted part because of such failure.
11.11 Acceptance of the System will occur on the date of successful completion
of all stages of the Acceptance Tests as acknowledged by the Government
signing an acceptance certificate (“the Acceptance Certificate) in the form
set out in Schedule D.
11 WARRANTIES
12.1The Contractor warrants and undertakes:
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12.1.1 that it is not aware as at the date of this Contract of anything within
its reasonable control which might or shall adversely affect its
ability to perform its obligations under this Contract;
12.1.2 that the import, supply and installation of the System shall not
infringe any laws of any country;
12.1.3 that as at the date of signature of this Contract:
12.1.3.1 each individual element of the System shall be

compatible with all other elements of the System
and shall work properly in combination with each
other as an integrated system;
12.1.3.2the System shall be compatible with the Government

Equipment and each shall operate properly in
conjunction with each other;
12.1.3.3the Hardware shall run the Software;
12.1.3.4the design of the System shall be suitable to fulfil the

Government Requirements and the System shall
perform and function in accordance with the
Government Requirements and the performance
standards;
12.1.3.5the installation of the System shall be free from defects

in workmanship;
12.1.4 that the Documentation and training provided pursuant to

Clauses 2.2.10 and 2.2.11 shall enable suitably qualified
personnel of the Government to make proper use of the System.
13. DEFECTS WARRANTY
13.1Subject as provided below the Contractor warrants and undertakes, to rectify

within a reasonable period of time by repair, or at the Contractor’s option by
supply of a replacement, without charge to the Government, any Defect
which under proper use, care and maintenance appears in the System (‘the
Defects Warranty’). For the purposes of this Clause 13 a “Defect” means any
non-conformance with the warranties specified in Clauses 12.1.3.1 to
12.1.3.5 inclusive.
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13.2The Defects Warranty period (“the Defect Warranty Period”) for the System
shall commence on their respective Acceptance Date and shall last for twelve
(12) calendar months.
13.3The Contractor’s obligations under the Defects Warranty are contingent upon
the Contractor being given, without delay and free of charge, full details of
the Defect and adequate time and access to the System during the
Contractor’s normal working hours to rectify such Defect. If the Contractor
rectifies the Defect within a reasonable period of time then the Contractor
shall have no other liability of any kind in respect of or arising from such
Defect.
13.4The Contractor shall not be responsible for any problem arising from or
caused by any modification (whether by alteration, deletion, addition or
otherwise) made to the System or any part of it by persons other than the
Contractor without its express prior written consent. The Government shall
not permit any modification to be made to the System or any part of it during
the Defects Warranty Period by persons other than the Contractor and its
authorised representatives without the Contractor’s prior written consent. If
any unauthorised modification is made then, without prejudice to the
Contractor’s other rights and remedies, the Defects Warranty shall be null and
void.
13.5 The Contractor shall, without charge to the Government, provide the
Government with a functionally equivalent equipment (“Loan
Equipment”):
13.5.1 if the Contractor cannot repair a faulty or defective Hardware

within twenty four (24) hours of its service engineer or technician
(as the case may be) arriving at the Site; or
13.5.2 if the Contractor determines that it is necessary to move a

Hardware or part thereof (“the Removed Equipment”) to the
Contractor’s premises in order to repair or service the Hardware or
part thereof and as a consequence the Hardware cannot be used by
the Government.
13.7 On receipt of a request by the Government for the Contractor’s services

pursuant to this Clause 13, the Contractor shall despatch a suitably
qualified service engineer or technician (as the case may be) to the Site
within two (2) hours of receipt of such request. If there is a need for the
Contractor to perform the services outside the Standard Coverage Hours,
the Contractor shall do so without additional charge to the Government.
13.8 If the Contractor rectifies a defect in the System or otherwise substitutes or

modifies a component of the System in accordance with this Contract
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prior to the expiry of the Defects Warranty Period, it shall within fourteen
(14) days of such correction, substitution or modification ensure thay any
consequential amendments to the Documentation are implemented and are
supplied to the Government.
Final Payment
13.9 Upon the date of expiry of the Defects Warranty Period and provided the
Contractor has rectified all Defects in accordance with the provisions of
and within the time specified in this Contract, the Government shall pay
the Contractor the remaining ten percent (10%) of the Contract Price
14. MAINTENANCE AND SUPPORT
14.1 Following the expiry of the Defects Warranty Period pursuant to Clause
13, the Contractor shall provide maintenance of the Hardware and support
for the Software (collectively “System Support”) in accordance with the
Hardware Maintenance Agreement at Schedule G and the Software
Licence and Maintenance Support Agreement at Schedule H. The
Contractor shall provide System Support for a period of __________(__)
years commencing from the date of expiry of Defects Warranty Period
(“System Support Period”).
14.2 The charges for the System Support are as set out in Schedule C.
15. PERFORMANCE BOND
15.1As security for the due performance of the Contractor’s obligations under this
Contract, the Contractor shall within ten (10) working days from the date of
signing of this Contract furnish or deposit with the Government a
Performance Bond in favour of the Government for an amount equal to ten
percent (10%) of the Contract Price. The Performance Bond shall be issued by
a reputable bank in Brunei Darussalam acceptable to the Government and
shall be in the form provided in Schedule I.
15.2The proceeds of the Performance Bond shall be payable to or may be taken

by the Government in deduction of any sum(s) that are or may become
payable by the Contractor to the Government or for which the Contractor is or
may become liable to the Government under this Contract or as compensation
for the Contractor’s breach of any term of this Contract or failure to complete
or fulfil any of its obligations under this Contract.
15.3The Government’s rights under Clause 15.2 shall be without prejudice and in
addition to the Government’s right to claim further damages (including
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damages for consequential loss) without limitation and/or equitable remedies
against the Contractor for any breach or failure by the Contractor as aforesaid.
15.4The Performance Bond shall be maintained by the Contractor at its full

amount until the expiry of six (6) months after the expiration of the last
Defects Warranty Period in Clause 13. Upon the expiry of the Performance
Bond, the Government shall return the Performance Bond to the Contractor
for cancellation.
15.5If at any time during the term of this Contract, any sum(s) shall be taken or
deducted by the Government from the Performance Bond, the Contractor shall
immediately arrange to replace or restore the Performance Bond to its full
amount.
15.6If the Contractor fails to furnish the Performance Bond to the Government
within the time stipulated in Clause 15.1, the Government shall be entitled by
notice in writing to the Contractor to forthwith terminate this Contract.
16 LIABILITY
16.1The Contractor shall indemnify the Government for any personal injury or
death caused by the negligence of its employees in connection with the
performance of its duties and obligations under this Contract, or by defects in
any Hardware, Software, or services supplied pursuant to this Contract.
16.2The Contractor shall indemnify the Government for direct damage to tangible
property caused by the negligence of its employees in connection with the
performance of their duties and obligations under this Contract.
17 INTELLECTUAL PROPERTY RIGHTS INDEMNITY
17.1The Contractor shall indemnify the Government and keep the Government
fully and effectively indemnified against all costs, claims, demands, expenses
and liabilities of whatsoever nature incurred by the Government to the extent
the System, Hardware and/or Software as used in accordance with the
Government Requirements infringes the intellectual property rights (including
without limitation any patent, copyright, registered design, design right or
trademark) of any third party in respect of the System, Hardware and/or
Software subject to the following conditions:
17.1.1 the Government shall promptly notify the Contractor in writing of

any allegations of infringement of which it has notice and will not
make any admission without the Contractor’s prior written consent
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nor take any step which would prejudice the Contractor’s defence
of the claim;
17.1.2 the Government, at the Contractor’s request and expense, shall

allow the Contractor (subject to Clause 17.1.3 below) to conduct
and/or settle all negotiations and litigation resulting from such
claim;
17.1.3 the conduct by the Contractor of any such negotiations or litigation

shall be conditional upon the Contractor:
17.1.3.1giving to the Government such reasonable security as shall

from time to time be required by the Government to cover
the amount ascertained or agreed or estimated, as the case
may be, of any compensation, damages, expenses and costs
for which the Government may be liable; and
17.1.3.2taking over such conduct within a reasonable time after

being notified of the claim in question;
17.1.4 the Government shall, at the request of the Contractor, afford all
reasonable assistance with such negotiations or litigation, and shall
be reimbursed by the Contractor for any reasonable out of pocket
expenses incurred in so doing.
17.2The indemnity given under Clause 17.1 above will not apply to infringement
arising out of the use of the System, Hardware and/or Software or any part
thereof in combination with any equipment and computer program not
supplied or approved by the Contractor for use with System, Hardware or
Software or by reason of any modification or alteration made to the System,
Hardware or Software other than by the Contractor or with the Contractor’s
prior written consent.
17.3If the Government’s normal use or possession of the System, Hardware or

Software is held by a court of competent jurisdiction to constitute an
infringement of a third party’s intellectual property rights or if the Contractor
is advised by legal counsel that such use or possession is likely to constitute
such an infringement then the Contractor shall promptly and at its own
expense:
17.3.1 procure for the Government the right to continue using and
possessing the System, Hardware or Software; or
17.3.2 modify or replace the System, Hardware or Software (without

detracting from its overall performance) so as to avoid the
infringement (in which event the Contractor shall compensate the
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Government for the amount of any direct loss and/or damage
sustained or incurred by the Government by reason of such
modification or replacement); or
17.3.3 if the provisions in Clauses 17.3.1 and 17.3.2 above cannot be

accomplished on reasonable terms, remove the System, Hardware
or Software and refund the Contract Price to the Government.
18 CONFIDENTIALITY
18.1 The Contractor shall keep confidential all information, whether written or
verbal, relating to this Contract or concerning the business affairs of the
Government that it may obtain or receive as a result of or in the course of
the discussions leading up to the execution of this Contract and/or the
performance of its obligations under this Contract, save insofar as such
information is already in the public domain.
18.2 The Contractor shall disclose such confidential information to only such of
its employees, agents and/or sub-contractors who have a reasonable need
to know of the same to enable the Contractor to perform its obligations
under this Contract, or if required by any applicable laws or regulations.
18.3 The Contractor shall take all such steps as are necessary to ensure that all
of its employees, agents and/or sub-contractors to whom such confidential
information is disclosed are made aware of the confidential nature thereof
and keep the same confidential at all times.
18.5 For the avoidance of doubt, the provisions of this Clause 18 shall survive
the termination or expiration of this Contract.
19 PERSONNEL
19.1 The Contractor use all reasonable endeavours to maintain continuity in

respect of the key personnel listed in Schedule J (“the Key Personnel”)
for the duration of the Project. The Contractor shall not substitute any
Key Personnel (unless such Key Personnel are unable to continue on the
Project for reasons such as illness, holidays or termination of employment
with the Contractor) except with the Government’s prior written consent
which shall not be unreasonably withheld or delayed.
19.2 The Government may require the Contractor to replace any person
assigned by the Contractor to the Project if the Government reasonably
considers the performance of that person is unacceptable or his attitude is
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incompatible with the success of the Project or good personnel relations
within the Government’s organisation.
19.3 The Contractor shall ensure that all personnel of itself and its Sub-
Contractors comply with all relevant safety security and on site regulations
specified in writing from time to time by the Government for personnel
working on the Government’s premises.
20 GIFTS
The Government shall be entitled to terminate this Contract and recover from the
Contractor the amount of any loss resulting from such termination, if the
Contractor shall have offered or given or agreed to give to any person any gift or
consideration of any kind as an inducement or reward for doing or forbearing to
do or for having done or forborne to do any action in relation to the obtaining or
execution of this Contract with the Government, or for showing or forbearing to
show favour or disfavour to any person in relation to this Contract or any other
contract with the Government or the like acts shall have been done by any person
employed by the Contractor or acting on its behalf (with or without the
knowledge of the Contractor), or if, in relation to this Contract or any other
contract with the Government, the Contractor or any person employed by the
Contractor or acting on its behalf shall have committed or abetted to commit an
offence under the Prevention of Corruption Act (Cap. 131) or section 161 to
165 or 213 to 215 of the Penal Code (Cap. 22).
21. TERMINATION
21.1 Notwithstanding anything else contained in this Contract, this Contract

may be terminated at any time:
21.1.1 by either party forthwith on giving written notice to the other if the
other commits any material breach of any term of this Contract and
(in the case of a breach capable of being remedied) shall have
failed to have remedied such breach, within thirty (30) days of
receiving a written notice requiring it to do so; or
21.1.2 by the Government if the Contractor shall have a receiver or

administrative or Judicial Manager appointed of it or over any part
of its undertaking or assets or shall pass a resolution for winding-
up (otherwise than for the purpose of a bona fide scheme of solvent
amalgamation or reconstruction) or a court of competent
jurisdiction shall make an order to that effect or if the Contractor
shall become subject to an administration order or shall enter into
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any voluntary arrangement with its creditors or shall cease or
threaten to cease to carry on business; or
21.1.3 pursuant to Clause 9, 11, 20 or 22 in the circumstances mentioned

therein.
21.2 Termination of this Contract shall not affect any rights of the parties
accrued to them up to the date of termination.
22. FORCE MAJEURE
22.1 Neither party shall be liable for any delay in performing or failure to
perform any of its obligations under this Contract caused by events
beyond its reasonable control (“Force Majeure Event”). However any
delay or failure by a sub-contractor of the Contractor shall not relieve the
Contractor from liability for delay or failures except where the delay or
failure is also beyond the reasonable control of the sub-contractor
concerned.
22.2 The party claiming the Force Majeure Event shall promptly notify the
other in writing of the reasons for the delay or stoppage (and the likely
duration) and shall take all reasonable steps to overcome the delay or
stoppage.
22.3 If the party claiming the Force Majeure Event has complied with Clause
22.2 its performance under this Contract shall be suspended for the period
that the Force Majeure Event continues and the party shall have an
extension of time for performance which is reasonable and in any event
equal to the period of delay or stoppage. As regards such delay or
stoppage:
22.3.1 any costs arising from the delay or stoppage shall be borne by the
party incurring those costs;
22.3.2 either party may, if the delay or stoppage continues for more than
thirty (30) continuous days, terminate this Contract with immediate
effect on giving written notice to the other and neither party shall
be liable to the other for such termination.
23. NOTICES
23.1 Any notice given by one party to the other pursuant to this Contract shall
be in writing and shall be sent by registered mail to the address of the
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intended addressee or facsimile transmission to the address and number as
specified below: -
To the Government:
[Insert details]
Brunei Darussalam.
Facsimile :
To the Contractor:
Bandar Seri Begawan,

Brunei Darussalam
Facsimile :
23.2 Notices may be delivered personally by registered letter or facsimile

transmission. Notices shall be deemed to have been received:
23.2.1 by hand delivery - at the time of delivery;
23.2.2 by registered post - 48 hours after the date of mailing;
23.2.3 by facsimile transmission-immediately on transmission provided a

confirmatory copy is sent by registered post or by hand by the end
of the next business day.
24. SPARE PARTS
24.1 For the continued use and operation of the System and Hardware by the
Government, the Contractor shall stock the spare parts specified in
Schedule F (“Spare Parts).
24.2 If so requested by the Government to supply an item of Spare Parts or

where an item of Spare Parts is required in the provision of the
Maintenance Services by the Contractor, the Contractor shall deliver such
item of Spare Parts to the Site within the time specified by the
Government. The price of such Spare Parts shall be as stated in Schedule
F.
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24.3 The Contractor warrants to the Government that the Spare Parts supplied
pursuant to this Clause 24 are free from defects of workmanship and
materials and undertakes to replace any item of Spare Parts that is found to
be defective within twelve (12) months of the date of delivery and
installation, where such defects are a result of faulty materials or
workmanship.]
25. WAIVER
No delay or failure by either party to exercise any of its powers, rights or

remedies under this Contract shall operate as a waiver of them nor shall any single
or partial exercise of any such powers, rights or remedies preclude any other or
further exercise of them. Any waiver, to be effective, must be in writing. The
remedies provided in this Contract are cumulative and not exclusive of any
remedies provided by law.
26. SEVERABILITY
If any part of this Contract is found by a court of competent jurisdiction or other

competent authority to be invalid, unlawful or unenforceable then such part shall
be severed from the remainder of this Contract which shall continue to be valid
and enforceable to the fullest extent permitted by law.
27. ENTIRE CONTRACT
This Contract is the complete and exclusive statement of the contract between the
parties relating to the subject matter of this Contract and supersedes all previous
communications, representations and other arrangements, written or oral.
28 DISPUTE RESOLUTION
28.1 The parties shall make every effort to amicably resolve, by direct informal
negotiation, any disagreement or dispute arising between them pursuant to
or in connection with this Contract.
28.2 If the parties are unable to amicably resolve any disagreement or dispute
within thirty (30) days from the date when such disagreement or dispute
arose, either party may require that the disagreement or dispute be referred
for resolution by arbitration in accordance with the provision of the
Arbitration Act (Chapter 173).
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29. AMENDMENTS AND VARIATIONS
No amendment or variation to this Contract shall be effective unless in writing

and signed by both parties or their duly authorised representatives.
30. ASSIGNMENT AND SUB-CONTRACT
The Contractor shall not, without the written consent of the Government, sub-
contract, assign or transfer the Contract or the benefits or obligations or any part
thereof to any other person, including any right of the Contractor to assign, either
absolutely or by way of charge, any monies due or to become due to him, or
which may become payable to him under the Contract. The Contractor shall be
responsible for the acts, defaults, neglects or omissions of any assignee or sub-
contractor, their agents, servants or workmen as fully as if they were the acts,
defaults, neglects or omissions of the Contractor, its agents, servants or workmen.
31. GOVERNING LAW
This Contract shall be construed in accordance with the governed by the law of
Brunei Darussalam.
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IN WITNESS WHEREOF this Contract has been executed by the authorised

representatives of the parties as the day and year first above written.
For and on behalf of

THE GOVERNMENT OF HIS MAJESTY THE SULTAN
AND YANG DI-PERTUAN OF BRUNEI DARUSSALAM
………………………….……………………………………
[Name and Position]
In the presence of
……………………………………………………………………………
[Name and Position]
For and on behalf of

[ ]
………………………………………………….…
[Name and position]
In the presence of
…………………………..………………………….
[Name and position]
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SCHEDULE A
LIST OF HARDWARE, SOFTWARE,
EQUIPMENT AND SERVICES
[to be inserted after award of tender]
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SCHEDULE B
CONTRACT SPECIFICATIONS
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SCHEDULE C
PAYMENT SCHEDULE
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SCHEDULE D
ACCEPTANCE CERTIFICATE
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SCHEDULE E
IMPLEMENTATION PLAN
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SCHEDULE F
SCHEDULE OF SPARE PARTS
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SCHEDULE G
HARDWARE SUPPORT AND MAINTENANCE TERMS
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Table of Contents
1. Definitions and Interpretation
2. Contractor’s Undertaking
3. Duration of Maintenance
4. Maintenance Charges
5. Maintenance Services
6. Government’s Obligations
7. Contractor’s warranties
8. Contractor’s Obligations
9. Training
10. Miscellaneous
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HARDWARE MAINTENNACE AND SUPPORT AGREEMENT
1.1 In this Agreement, unless the context otherwise requires, the following
terms have the following meanings:
1.1.1 "Down Time" means the period starting from the Contractor's
receipt of a notice from the Government requiring the Contractor
to deliver and/or provide the Maintenance Services in respect of
the Hardware until the rectification of the Hardware to normal
working order, in conformity with the specifications in the Main
Contract and/or restoration of database integrity;
1.1.2 “Government Requirements” has the same meaning as in the

Main Contract;
1.1.3 "Hardware" has the same meaning as in the Main Contract;
1.1.4 "Main Contract" means the Contract Reference No.

MOE/EGOV/DS/001-9/2004 entered into between the Contractor
and Government on _______________ 2005 for the Supply,
Delivery, Installation, Testing, Commissioning and Maintenance of
Schools Network Infrastructure for Government Primary,
Secondary and Religious Schools, Ministry of Education, Brunei
Darussalam (Phase I, II & III);
1.1.5 "Maintenance Charges" means the charges payable by the

Government to the Contractor as set out in Schedule C in the Main
Contract;
1.1.6 "Maintenance Services" means the preventative and corrective

maintenance services and mandatory engineering changes, as
defined in Clause 4 below to be provided by the Contractor
pursuant to this Agreement;
1.1.7 "Response Time" means the period starting from the Contractor's
to deliver and/or provide the Maintenance Services to the arrival
and/or commencement of the Maintenance Services at the Site;
1.1.8 "Site" has the same meaning as in the Main Contract;
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1.1.9 “System” has the same meaning as in the Main Contract.

schedules to this Agreement.
1.3 The Schedules to this Agreement shall be deemed to form part of this
Agreement.
this Agreement.
1.6 Unless the context requires otherwise, words importing the singular include
the plural and vice versa, words importing gender include every gender and
words denoting person shall include a natural person, company, firm,
unincorporated association or any other legal entity whether acting as trustee
or not.
In consideration of the payment by the Government to the Contractor, of the

Maintenance Charges in accordance with Clause 4, the Contractor hereby agrees
to provide the Maintenance Services to the Government in accordance with the
terms of this Agreement.
3. Duration of Maintenance
3.1 The Contractor shall provide the Maintenance Services in respect of the
Hardware for a period of ____ (__) years commencing from the date of
expiry of the Defects Warranty Period of the Hardware.
3.2 After the expiry of the aforesaid ______ (____) years maintenance period,
this Agreement may be renewable annually thereafter, at the Government's
option, on the same terms and conditions and/or on such revised
conditions as may be expressly agreed to between the parties in writing.
4. Maintenance Charges
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4.1 In consideration of the provision of the Maintenance Services, the
Government shall pay the Maintenance Charges levied monthly in arrears
by the Contractor according to the Main Contract.
4.2 The Maintenance Charges shall include all travel, accommodation and
subsistence expenses for or in respect of the Contractor's employees
(including the cost of time spent travelling) that may be incurred in the
course of the provision of the Maintenance Services.
5. Maintenance Services
5.1 The Contractor shall appoint a suitably skilled customer service

representatives to be responsible for the overall management of the
Maintenance Services and the keeping of the Hardware in good working
order in accordance with the terms of this Agreement.
5.2 The Maintenance Services shall comprise the provision by the Contractor
at the Site of "Preventive Maintenance", "Corrective Maintenance" and
"Mandatory Engineering Changes" (as respectively defined under Clauses
5.3, 5.4 and 5.5 below), in respect of each item of the Hardware at the
Site.
5.3 Preventive Maintenance shall comprise:
5.3.1 the [monthly] inspection and testing by attendance at the Site by the
Contractor of each item of Hardware in accordance with the
Hardware manufacturer’s recommendations therefor; and
5.3.2 the carrying out by the Contractor of such repairs, replacement of

parts, cleaning, lubrication or adjustment to each item of Hardware
as the Contractor shall judge necessary as a result of said inspection
and testing.
5.4 Corrective Maintenance shall comprise:
5.5.1 upon receipt of a notification that the Hardware or any part thereof
are faulty or inoperative, the inspection and testing of the Hardware
and diagnosing of any faults or defects therein by the Contractor (by
attendance on site or remotely); and
5.5.2 the carrying out by the Contractor of such repairs, replacements of

parts, cleaning, lubrication or adjustments as the Contractor shall
judge necessary to remedy the said fault.
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5.5 Mandatory Engineering Changes shall comprise the implementation of
such mandatory alterations, adjustments, additions or modifications to the
Hardware as the Contractor shall from time to time prescribe.
Loan Equipment
5.6 The Contractor shall, without charge to the Government, provide the
Government with a functionally equivalent equipment (“Loan
Equipment”):
5.6.1 if the Contractor cannot repair a faulty or defective Hardware

within six (6) hours of its service engineer or technician (as the
case may be) arriving at the Site; or
5.6.2 if the Contractor determines that it is necessary to move a

Hardware or part thereof (“the Removed Equipment”) to the
Contractor’s premises in order to repair or service the Hardware or
part thereof and as a consequence the Hardware cannot be used by
the Government.
5.7 All incidental costs including parts, transportation and labour charges
incurred by the Contractor pursuant to Clause 5.6 above shall be borne by
the Contractor.
5.8 Response Time(s)
5.8.1 Corrective Maintenance will be provided by the Contractor upon

request by the Government between Mondays through Sunday
(irrespective of public holidays). The Response Time during
standard coverage period (as defined in Clause 5.9 below) shall be
two (2) hours from the time of notification of a fault and the Down
Time shall be six (6) hours.
5.8.2 Preventive Maintenance and Mandatory Engineering Changes will

be conducted on a regular basis, in accordance with the
maintenance schedule specified in Clause 5.3.1 above, and shall be
provided by the Contractor at such time(s), during normal business
hours, as may be agreed from time to time by the Contractor and
the Government.
5.9 Standard Coverage Period
5.9.1 The standard coverage period shall be from Mondays to Thursdays

and Saturday, from 7.45 am to 5.00 pm.
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5.9.2 If the Government requires the Contractor to provide any
Maintenance Services outside the standard coverage period, the
Contractor shall be obliged to provide such services to the
Government at no additional cost.
5.9.3 The Contractor’s Response Time outside the standard coverage

period shall be within three (3) hours from the time of receipt by
the Contractor of a request from the Government to rectify a fault.
Hard Disk
5.10 [In the event any fixed or hard disk has been replaced, the Contractor shall
destroy any information contained in such fixed or hard disk to the
Government's satisfaction.] [In the event any fixed or hard disk has been
replaced, the Contractor shall immediately upon such replacement hand
over such fixed or hard disk to the Government]
6.1 The Government shall:
6.1.1 grant the Contractor such access to the Site as the Contractor shall
from time to time reasonably require in order to perform the
Maintenance Services; and
6.1.2 make available the Hardware and supply all necessary

documentation and/or other information to enable the Contractor to
properly diagnose any fault in the Hardware.
7. Contractor’s Warranties
7.1 The Contractor warrants that all services provided by the Contractor
pursuant to Clause 5 above shall be carried out with reasonable care and
skill and performed in a timely, workmanlike and cost-effective manner
using only qualified staff sufficiently familiar with the functions and
operation of the Hardware and that the Contractor shall maintain a training
programme to ensure that adequately qualified support staff provide all
such services. The Contractor undertakes to remedy free of charge to the
Government any faulty work arising from a breach of this warranty which
is reported to the Contractor in writing [within 30 (thirty) days] after
performance by the Contractor of such work. If the Contractor rectifies
such faulty work by the provision at the Contractor’s option of
replacement or additional materials or services within [a reasonable period
of time], then the Contractor shall have no other liability of any kind in
respect of or arising from such faulty work.
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7.2 The Contractor further warrants and undertakes to the Government that all
conditions and/or warranties in respect of the Hardware as are contained in
the Main Contract shall be fully applicable in respect of any replacement
part(s) in respect of the Hardware supplied by the Contractor to the
Government under this Agreement.
7.3 The Contractor further warrants that, in the event that private and
confidential information is learned or gained by the Contractor, its
employees, personnel or agents in the course of performing the
Maintenance Services, the Contractor, its employees, personnel or agents
shall keep such information confidential and shall not cause or allow any
disclosure thereof to any third parties.
8. Contractor’s Responsibilities
8.1 Prior to performing the preventive maintenance services, the Contractor

shall submit to the Government a schedule of the preventive maintenance
services for the Government’s approval. The schedule of the preventive
maintenance services shall include but not limited to description of
equipment to be maintained, procedure and time taken to perform
preventive maintenance on each equipment.
8.2 The Contractor shall maintain a log of all activities at the Site carried out
by the Contractor pursuant to this Agreement. The Contractor shall
propose a format for the log and recommend procedures for its usage. The
log will include but not limited to the following:
8.2.1 Date and time the Contractor is notified of any defect or

malfunction;
8.2.2 Date and time of arrival of the Contractor’s personnel at the Site;
8.2.3 Item or part of the Hardware subject to investigation;
8.2.4 Date and time and total time the System or part thereof is made
unavailable to the Government;
8.2.5 Description of defects(s), including cause(s);
8.2.6 Corrective action taken, including temporary corrections, bypasses,

etc;
8.2.7 Date and time and duration of rectifications or corrections taken;
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8.2.8 Preventive action to be taken; and
8.2.9 Tests performed and results;
8.3 Following every visit to the Site by the Contractor’s personnel, the
Contractor shall at its own expense within a reasonable period of time,
clear away and remove from the Site all surplus materials, rubbish and
work of every kind and leave the whole of the Site clean and in
workmanlike condition.
8.4 Where the Contractor is unable to rectify any defect or malfunction within
the prescribed response time(s) from the time the Contractor is notified of
the same, the Contractor shall immediately notify the Government giving
pertinent details including the time by which it expects to complete the
rectification. The notice shall be for information only and it shall not by
itself result in a waiver by the Government of any rights or remedy which
the Government is entitled.
8.5 The Contractor shall continue with its effort to correct or rectify any defect
or malfunction in the Hardware reported to it until such time as the defect
or malfunction is corrected or restored such as to enable the System to
operate in the manner contemplated in the Government Requirements,
unless the Contractor is able to satisfy the Government that the defect or
malfunction is due to a factor for which the Government is responsible.
8.6 The Contractor shall, even where a defect or malfunction in the Hardware
or System is due to a factor for which the Government is responsible,
assist the Government to correct and/or rectify the defect or malfunction
free of charge.
8.7 Any software or equipment of any kind used by the Contractor to carry out
his obligations under this Agreement shall be deemed to be included in the
charges payable for such services and shall not interfere with the normal
operations of the System. Any debugging tools incorporated into the
System shall become the property of the Government.
8.8 The Contractor shall, at the request of the Government, supervise the
dismantling, packing, unpacking, inspection and re-installation of the
System or part thereof where the System or part thereof is moved from
one location to another in Brunei Darussalam provided that the
Government has given at least 3 days notice of its intention to move the
System or part thereof to the Contractor.
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9. Training
9.1 The Contractor shall provide the training services described in the Main
Contract.
9.2 The charges payable by the Government to the Contractor for the provision of
the abovementioned training services shall be according to the Main Contract.
10. Liquidated Damages
10.1 If the Contractor fails to rectify any faults or defects within the Down
Time (as prescribed in Clause 5 above), the Contractor shall pay as
liquidated damages and not as penalty a sum equivalent to [______ % of
the monthly Maintenance Charges], for each additional day or part thereof
(not to exceed thirty (30) days) that the Contractor fails to rectify such
fault or defect
10.2 The Contractor and the Government agree that these liquidated damages
are reasonable in light of the harm that will be caused by such delay and
the difficulties of proof of loss and the inconvenience and infeasibility of
otherwise obtaining an adequate remedy; provided always that the total
liquidated damages shall not exceed the [total annual Maintenance
Charges] paid by the Government to the Contractor. The payment of
liquidated damages shall be the Contractor’s liability and the
Government’s sole remedy for such delay.
10. Miscellaneous
The provisions in Clauses 12 and 16 to 31 of the Main Contract shall apply

mutatis mutandis to this Agreement
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SCHEDULE I
SOFTWARE LICENCE AND MAINTENANCE SUPPORT

AGREEMENT
45
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Table of Contents
3. Duration of Technical/Maintenance Support
4. Technical/Maintenance Support Fee
5. Technical/Maintenance Support Services
6. Contractor’s Infrastructure
7. Contractor’s Facilities
12. Contractor’s warranties
13. Contractor’s Obligations
14. Training
15. Miscellaneous
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SOFTWARE LICENCE AND MAINTENANCE SUPPORT AGREEMENT
1. Definition and Interpretation
1.1 In this Agreement unless inconsistent with the context or otherwise

specified the following definitions shall apply:
1.1.1 “Acceptance Date” means the Acceptance Date as defined in the

Main Contract;
1.1.2 “the Current Release” means the most recent Release accepted
by the Government under the Main Contract;
1.1.3 “Defects Warranty Period” has the same meaning as in the Main
Contract;
1.1.4 “Documentation” has the same meaning as in the Main Contract;
1.1.5 "Down Time" means the period starting from the Contractor's
to deliver and/or provide the Technical/Maintenance Support
Services in respect of the System and/or Software until the
rectification of the System and/or Software to normal working
order, in conformity with the specifications in the Main Contract
and/or restoration of database integrity;
1.1.6 “Government Requirements” has the same meaning as in the

Main Contract;
1.1.7 "Hardware" has the same meaning as in the Main Contract;
1.1.8 "Main Contract" means the Contract Reference No.

MOE/EGOV/DS/001-9/2004 entered into between the Contractor
and Government on ___________ 2005 for the Supply, Delivery,
Installation, Testing, Commissioning and Maintenance of Schools
Network Infrastructure for Government Primary, Secondary and
Religious Schools, Ministry of Education, Brunei Darussalam
(Phase I, II & III);
1.1.9 "Maintenance Charges" means the charges payable by the

Government to the Contractor as set out in Schedule A;
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1.1.10 "New Release" means any new Release mad available to the
Government pursuant to Clause [ ];
1.1.11 “Release” means a version of the Software (defined by reference

to variations in version numbers, e.g v. 1, 2, etc.);
1.1.12 "Response Time" means the period starting from the Contractor's
to deliver and/or provide the Technical/Maintenance Support
Services to the arrival and/or commencement of the
Technical/Maintenance Support Services at the Site;
1.1.13 "Site" has the same meaning as in the Main Contract;
1.1.14 “the Specification” means the specification of the Current Release

describing the facilities and functions thereof;
1.1.15 “System” has the same meaning as in the Main Contract;
1.1.16 "Technical/Maintenance Support Fee" means the fee payable on

by the Government to the Contractor for the
Technical/Maintenance Support Services as described in the Main
Contract;
1.1.17 "Technical/Maintenance Support Services" means the

technical/maintenance support services to be provided by the
Contractor to the Government pursuant to Clause 2 below.

schedules to this Agreement.
1.3 The Schedules to this Agreement shall be deemed to form part of this
Agreement.
this Agreement.
1.5 Unless the context requires otherwise, words importing the singular
include the plural and vice versa, words importing gender include every
gender and words denoting person shall include a natural person,
company, firm, unincorporated association or any other legal entity
whether acting as trustee or not.
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1.7 Reference to any statute or statutory provision includes a reference to that

statute or statutory provision as from time to time amended, extended or
re-enacted.
2. Services to be provided
The Contractor hereby agrees to provide the Technical/Maintenance Support

Services to the Government upon the terms and conditions hereinafter contained.
3. Duration of Technical/Maintenance Support Services
3.1 The Contractor shall provide the Technical/Maintenance Support Services

for a period of __________(__) years commencing from the date of expiry
of the Defects Warranty Period.
3.2 After the expiry of the aforesaid ____________(___) years maintenance

period, this Agreement may be renewable annually thereafter, at the
Government's option, on the same terms and conditions and/or on such
revised conditions as may be expressly agreed to between the parties in
writing.
4. Technical/Maintenance Support Fee
4.1 The Technical/Maintenance Support Fee shall be levied by the Contractor

monthly in arrears according to the Main Contract and shall be payable by
the Government in Brunei Dollars.
4.2 The Technical/Maintenance Support Fee shall include the cost of any New
Release(s) of the Software and the cost of delivery and installation of any
such New Release(s) at the Site.
5. Technical/Maintenance Support Services
5.1 The Contractor shall provide the Government with the following
Technical/ Maintenance Support Services:
Error correction
5.1.1 If the Government shall discover that the Current Release fails to
conform with any part of the Specification then the Government
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shall within fourteen (14) days after such discovery notify the
Contractor in writing of the defect or error in question and provide
the Contractor (so far as the Government is able) with a
documented example of such defect or error.
5.1.2 On receipt of a request for correction of a defect or error, the

Contractor shall promptly dispatch appropriately qualified and
experienced person(s) to investigate and correct the defect or error
within the response time specified below:
Category Description Response Time Down Time

Priority 1 Defect When the System cannot Within 2 hours A period not
boot up or when the of receipt of exceeding one (1)
System is not notification of day
functioning as it defect
normally would, to the
extent that it boots up
but keeps “crashing”
Priority 2 Defect When the System is still Within 2 hours A period not
functioning but users are of receipt of exceeding three (3)
unable to use the main notification of days
core of its functions – defect
communications; file
sharing and software
database application
sharing
Priority 3 Defect When the System is still Within 2 hours A period not
functioning and except of receipt of exceeding seven (7)
for some isolated users notification of days
who are unable to logon, defect
most users are able to
logon and use the main
core of its functions
(communications, file
sharing and software
database application
sharing)
5.1.3 Forthwith upon such correction being completed, the Contractor

shall deliver to the Government the corrected version of the object
code of the Current Release in machine readable form together with
appropriate amendments to the Documentation specifying the
nature of the correction and providing instructions for the proper
use of the corrected version of the Current Release.
5.1.4 If requested by the Government, the Contractor shall provide as

soon reasonably practical training for designated members of the
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Government’s staff to enable the Government to make proper use of
the corrected version of the Current Release. The Contractor shall
in addition provide the Government with all other assistance
reasonably required by the Government to enable the Government
to implement the use of the corrected version of the Current
Release. The provision of such training and assistance is included
in the Technical/Maintenance Support Fee.
5.1.5 The foregoing error correction service shall not include the
provision of services in respect of:
5.1.5.1 defects or errors resulting from any modifications of the

Current Release made by any person other than the
Contractor without the Contractor’s prior written consent;
5.1.5.2 any version of the Software other than the Current Release;
5.1.5.3 use of the Current Release other than in accordance with the
Documentations or operator error;
5.1.5.4 defects or errors caused by the use of the Current Release on

or with equipment (other than the Hardware) [or programs]
not supplied by or approved in writing by the Contractor;
5.1.5.5 any modification or enhancement of the Current Release if

such modification or enhancement results in a departure
from the Specification.
5.1.6 The Contractor shall upon request by the Government provide the
foregoing error correction service notwithstanding that the defect
results from any of the circumstances described in Clause 5.1.5
above. The Contractor shall in such circumstances be entitled to
make an additional charge on a time and materials basis in
accordance with its then current standard rates.
5.2 If the Government shall discover that the Documentations does not provide
adequate or correct instruction for the proper use of any facility or function
set out in the Specification then the Government shall notify the Contractor
in writing of the fault in question within fourteen (14) days after such
discovery. The Contractor shall thereupon promptly correct the fault and
provide the Government with appropriate amendments to the
Documentations.
New Releases
5.3 The Contractor shall promptly notify the Government of any new Release
of the Software which the Contractor shall from time to time make
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generally available to its licensees. The Contractor shall provide with such
notification an explanatory memorandum specifying not only the nature of
the improvements but also any adverse effects which the New Release may
be expected to have including in particular any expected degradation in the
performance of the Software. While it is acknowledged by the Government
that the explanatory memorandum may not be equivalent to a detailed
specification of the New Release it shall contain sufficient information to
enable the Government to judge whether the New Release will be
appropriate to the Government’s requirements.
5.4 The provision of each New Release during the term of this Agreement is
included in the Technical/Maintenance Support Fee.
5.5 The Government is not obliged to accept or use the New Release.
5.6 If the Government accepts the New Release then the New Release shall
thereby become the Current Release and the provisions of this Agreement
shall apply accordingly.
5.7 In reasonable time prior to the delivery of the New Release the Contractor
shall provide the Government with amendments to the Specification which
describes the amended or additional functions and facilities of the New
Release. The Contractor shall deliver to the Government the object code of
each New Release which the Government elects to use.
5.8 If required by the Government the Company shall install the New Release
and provide training for the Government’s staff in the use of the New
Release as soon as reasonably practicable after the delivery and installation
of the New Release.
5.9 Upon the acceptance of the New Release by the Government, the
Government shall if requested by the Contractor return to the Contractor
previous Current Release and any part of the Documentations or the
Specification which has been superseded and all copies of the whole or any
part thereof, or, if required by the Contractor, shall destroy the same and
certify in writing to the Contractor that they have been destroyed.
Amendments
5.10 If required by the Government, the Contractor shall make such
amendments to the Software and Documentations as are necessitated by
new Releases of the system operating software and/or modifications to the
Hardware. The costs incurred by the Contractor for any work carried out
by the Contractor pursuant to this Clause 5.10 is included in the
Technical/Maintenance Support Fee.
Advice/Help Desk
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5.11 The Contractor shall provide the Government between the hours of
7.45a.m. to 5.00p.m., Monday to Thursday and Saturday (excluding public
holidays in Brunei Darussalam) with such technical advice by any of the
telecommunications (including but not limited to electronic mail) telephone
calls facsimile transmission postal mail or visits by staff of the Contractor
as shall be reasonably necessary to resolve the Government’s difficulties
and queries in using the Current Release.
Standard Coverage Period
5.12The standard coverage period shall be from Mondays to Thursdays and

Saturday, from 7.45 am to 5.00 pm.
5.13If the Government requires the Contractor to provide any Maintenance

Services outside the standard coverage period, the Contractor shall be obliged
to provide such services to the Government at no additional cost. The
Contractor’s Response Time outside the standard coverage period shall be
within three (3) hours from the time of receipt by the Contractor of a request
from the Government to rectify a defect or error.
Access
5.14 The Government shall:
5.14.1 grant the Contractor such access to the Site as the Contractor shall
from time to time reasonably require in order to perform the
Technical/Maintenance Support Services;
5.14.2 make available to the Contractor the System and/or Software and
all necessary documentation and/or other information to enable the
Contractor to properly diagnose any defect in the System and/or
Software
Technical/Maintenance Support Services outside Standard Coverage Period
5.16 If there is a need for the Contractor to provide the Technical/Maintenance

Support Services outside the standard coverage period, the Contractor shall
do so without additional charge to the Government. Standard coverage
period shall be Mondays to Thursdays and Saturdays, from 7.45 am to
5.00pm.
6. Contractor’s Support Infrastructure
6.1 The resources of the Contractor's support infrastructure shall be at the disposal
of the Contractor's customer service representative and shall be accessible at
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all times by the Government and/or the Government's representative(s).
These resources shall include the following:
6.1.1 The Country Specialist who shall be located in Brunei Darussalam,

and be responsible for specific ranges of products and shall
represent the Contractor's first line of support for the Government
in Brunei Darussalam.
6.2 Area Support Group
6.2.1 The Area Support Group, currently located anywhere in South East
Asian Region, shall represent the contractor's second line of
support.
6.3 Customer Service Technical Operation (hereinafter called "CSTO")
6.3.1 CSTO, located in Brunei Darussalam, shall represent the

Contractor's highest level of support for the Government in Brunei
Darussalam.
7. Support Facilities
7.1 The Contractor shall specify any requirements necessary to set up the
Government’s local support facilities or to incorporate the Contractor’s
support facilities.
7.2 Support facilities and assistance for site planning, assessment of system
performance and subsequent rearrangement or extensions within the
system shall be quoted by the Contractor to the Government, as and when
needed by the Government.
8. Contractor's Warranties
8.1 The Contractor hereby warrants that:
8.1.1 its title to and property in the Software and the Documentation is
free and unencumbered and that it has the right, power and
authority to license the same to the Government upon the terms
and conditions of this Agreement;
8.1.2 the media upon which the Software and/or Documentation are
stored will be free from defects in materials, design or
workmanship under normal use;
8.1.3 the Software will conform in all respects to the Specifications;
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8.1.4 all services provided pursuant to Clause 5 above shall be carried

out with reasonable care and skill and performed in a timely,
workmanlike and cost-effective manner using only qualified staff
sufficiently familiar with the functions and operation of the System
and/or Software and undertakes to remedy free of charge to the
Government any faulty work arising from a breach of this warranty
which is reported to the Contractor in writing within 30 (thirty)
days after performance by the Contractor of such work;
8.1.5 all conditions and/or warranties in respect of the System and

Software as are contained in the Main Contract shall be fully
applicable in respect of any replacement part(s) in respect of the
System and Software supplied by the Contractor to the
Government under this Agreement;
8.1.6 in the event that private and confidential information is learned or

gained by the Contractor, its employees, personnel or agents in the
course of performing the Technical/Maintenance Support Services,
the Contractor, its employees, personnel or agents shall keep such
information confidential and shall not cause or allow any
disclosure thereof to any third parties.
8.2 The Government shall give notice to the Contractor, as soon as it is

reasonably able, upon becoming aware of a breach of any of the
abovementioned warranties.
9. Contractor’s Responsibilities
9.1 The Contractor shall maintain a log of all activities at the Site carried out
by the Contractor pursuant to this Agreement. The Contractor shall
propose a format for the log and recommend procedures for its usage. The
log will include but not limited to the following:
9.1.1 Date and time the Contractor is notified of any defect or

malfunction;
9.1.2 Date and time of arrival of the Contractor’s personnel at the Site;
9.1.3 Item or part of the System and/or Software subject to investigation;
9.1.4 Date and time and total time the System or part thereof is made
unavailable to the Government;
9.1.5 Description of defects(s), including cause(s);
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9.1.6 Corrective action taken, including temporary corrections, bypasses,

etc;
9.1.7 Date and time and duration of rectifications or corrections taken;
9.1.8 Preventive action to be taken; and
9.1.9 Tests performed and results;
9.2 Following every visit to the Site by the Contractor’s personnel, the
Contractor shall at its own expense within a reasonable period of time,
clear away and remove from the Site all surplus materials, rubbish and
work of every kind and leave the whole of the Site clean and in
workmanlike condition.
9.3 Where the Contractor is unable to rectify any defect or malfunction within
the prescribed response time(s) from the time the Contractor is notified of
the same, the Contractor shall immediately notify the Government giving
pertinent details including the time by which it expects to complete the
rectification. The notice shall be for information only and it shall not by
itself result in a waiver by the Government of any rights or remedy which
the Government is entitled.
9.4 The Contractor shall continue with its effort to correct or rectify any defect
or malfunction in the System and/or Software reported to it until such time
as the defect or malfunction is corrected or restored such as to enable the
System and/or Software to operate in the manner contemplated in the
Government Requirements, unless the Contractor is able to satisfy the
Government that the defect or malfunction is due to a factor for which the
Government is responsible.
9.5 The Contractor shall, even where a defect or malfunction in the System
and/or Software is due to a factor for which the Government is
responsible, assist the Government to correct and/or rectify the defect or
malfunction free of charge.
9.6 Any software or equipment of any kind used by the Contractor to carry out
his obligations under this Agreement shall be deemed to be included in the
charges payable for such services and shall not interfere with the normal
operations of the System. Any debugging tools incorporated into the
System shall become the property of the Government.
9.7 The Contractor shall, at the request of the Government, supervise the
dismantling, packing, unpacking, inspection and re-installation of the
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System or part thereof where the System or part thereof is moved from
one location to another in Brunei Darussalam provided that the
Government has given at least 3 days notice of its intention to move the
System or part thereof to the Contractor.
10. Training
10.1 The Contractor shall provide the training services described in the Main
Contract.
10.2 The charges payable by the Government to the Contractor for the
provision of the abovementioned training services shall be according to
the Main Contract.
11 Liquidated Damages
11.1 If the Contractor fails to rectify any defect or error within the Down Time
(as prescribed in Clause 5 above), the Contractor shall pay as liquidated
damages and not as penalty a sum equivalent to [______ % of the
monthly Technical/Maintenance Support Fee], for each additional day or
part thereof (not to exceed thirty (30) days) that the Contractor fails to
rectify such fault or defect
11.2 The Contractor and the Government agree that these liquidated damages
are reasonable in light of the harm that will be caused by such delay and
the difficulties of proof of loss and the inconvenience and infeasibility of
otherwise obtaining an adequate remedy; provided always that the total
liquidated damages shall not exceed the [total annual
Technical/Maintenance Support Fee] paid by the Government to the
Contractor. The payment of liquidated damages shall be the Contractor’s
liability and the Government’s sole remedy for such delay.
12. Miscellaneous
The provisions in Clauses 12 and 16 to 31 of the Main Contract shall apply

mutatis mutandis to this Agreement
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SCHEDULE J
BANK GUARANTEE FOR PERFORMANCE BOND
To: […..]
WHEREAS [name of Contractor] of ………………….has entered into a contract with

the Government of His Majesty the Sultan and Yang Di-Pertuan of Brunei Darussalam,
represented by the Ministry of Education (“the Government”) dated …………… for the
Supply, Delivery, Installation, Testing, Commissioning and Maintenance of Schools
Network Infrastructure for Government Primary, Secondary and Religious Schools,
Ministry of Education, Brunei Darussalam (Phase I, II & III) (Contract Ref.
____________ ) (“the Contract”) and in this connection a performance bond is required
in the sum of [state amount] as security for the fulfillment by [name of Contractor] of its
obligations under the Contract.
NOW we [name of the bank] of [registered address of the bank], hereby guarantee
payment to the Government on demand of up to [state amount] in the event of [name of
Contractor] failing to fulfil the Contract, provided that the Government’s claim hereunder
is received in writing at this office accompanied by a signed statement that [name of
Contractor] has failed to fulfil the Contract, without the Government needing to prove or
show any ground(s) or reason(s) for its demand.
Such statement shall be accepted by us as conclusive evidence that the amount claimed is
due to the Government under this Guarantee.
This Guarantee shall become operative on the date of signing of the Contract by the
Government and the Contractor and shall expire six (6) months after the expiry of the last
Defects Warranty Period (as defined and specified in the Contract).
This Guarantee shall be governed by and construed in accordance with the laws of Brunei
Darussalam.
[signature of authorized signatory]

For and behalf of [name of the bank].
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SCHEDULE K
KEY PERSONNEL
59
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SCHEDULE L
DOCUMENTATION
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SCHEDULE M
TRAINING AND RELATED SERVICES

61

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MOE Contract For Schools Infrastructure Network

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CONFIDENTIAL

Dept of Schools/Schools Network Infrastructure

THE GOVERNMENT OF HIS MAJESTY THE SULTAN AND YANG DI-

The Supply, Delivery, Installation, Testing, Commissioning and Maintenance of

1. DEFINITIONS AND INTERPRETATION

6. CONTRACT PRICE AND MAINTENANCE CHARGES/TECHNICAL

9. IMPLEMENTATION PLAN AND DELAYS

10. INSTALLATION TESTS

11. ACCEPTANCE TESTS

13. DEFECTS WARRANTY

14. MAINTENANCE AND SUPPORT

15. PERFORMANCE BOND

17. INTELLECTUAL PROPERTY RIGHTS INDEMNITY

22. FORCE MAJEURE

24. SPARE PARTS

27. ENTIRE CONTRACT

28. DISPUTE RESOLUTION

29. AMENDMENTS AND VARIATIONS

30. ASSIGNMENT AND SUB-CONTRACT

31. GOVERNING LAW

SCHEDULE A: LIST OF HARDWARE, SOFTWARE, AND SERVICES

SCHEDULE B: CONTRACT SPECIFICATIONS

SCHEDULE C: PAYMENT SCHEDULE

SCHEDULE D: ACCEPTANCE CERTIFICATE

SCHEDULE E: IMPLEMENTATION PLAN

SCHEDULE F: SCHEDULE OF SPARE PARTS

SCHEDULE G: HARDWARE SUPPORT AND MAINTENANCE

SCHEDULE H: SOFTWARE LICENCE AND MAINTENANCE

SCHEDULE I: PERFORMANCE BOND

SCHEDULE J: KEY PERSONNEL

THIS CONTRACT is made on the day of 2007

THE GOVERNMENT OF HIS MAJESTY THE SULTAN AND YANG DI-

[ ] (hereinafter referred to as the “Contractor”).

NOW IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1.1 “Acceptance Date” means the date on which the System is

1.1.2 “Acceptance Tests” means the tests described in Clause 11;

1.1.3 “Contract” means these terms and the Schedules to them;

1.1.6 “Delivery” means when the delivery of an item of the Hardware,

1.1.7 “Documentation” means the Project Deliverables, Project

1.1.8 “Government Equipment” means the equipment, communications

1.1.9 “Government Requirements” means the specification of the

1.1.10 “Hardware” means those computer hardware, other peripherals and

1.1.11 “Invitation to Tender” means the Tender documents issued by the

1.1.12 “Implementation Plan” means the plan detailing the

1.1.13 “Milestone” means, as regards any of the Contractor’s obligations

1.1.14 “MOE” means the Ministry of Education;

1.1.15 “Operating Software” means the computer programs and

1.1.16 “Other Software” means the computer programs referred to in

1.1.17 “Phase” means a phase or stage of the Project as specified in the

1.1.21 “Software” means the Operating Software and Other Software to

1.1.22 “Services” means the services to be provided by the Contractor

1.1.24 “System” means the Schools Network Infrastructure System for

1.1.25 “System Support” means the maintenance and support services to

1.1.26 “System Support Period” means the period specified in Clause 14

1.2 References herein to Clauses and Schedules are to clauses in and

1.7 Any reference to a party in this Contract includes a reference to his

1.8 Reference to any statute or statutory provision includes a reference to that

2.1 The Contractor agrees as prime contractor to supply to the Government

2.2.6 sell the Hardware to the Government free from incumbrances;

2.2.8 supply the Documentation;

2.2.9 provide training and other related services in accordance with