This Service Agreement is made this ___ day of ___________, 20 (the ‘’Effective Date’’)

BETWEEN: Skye Bank Plc, a company registered under the laws of the Federal
Republic of Nigeria, with its registered office located at No 3, Akin
Adesola Street, Victoria Island Lagos, Nigeria (hereinafter referred to as
"The Bank", which expression shall, where the context so admits, include
its assignees and successors-in-title)

AND: ……………………………………….………..………...…. an
organisation registered under the laws of the Federal Republic of Nigeria,
with its office located at No ………………………………………..
……………………… Nigeria (hereinafter referred to as "The
Contractor", which expression shall, where the context so admits, include
its assignees and successors-in-title)

The Bank and the Contractor shall be jointly referred to as the ‘Parties’ and each may be referred
to as a ‘Party’

RECITALS:

a) The Bank is a banking institution which provides general and specialized financial
services to the general public.

b) The Contractor is a service company with expertise in fumigation and pest control
services on a commercial scale.

c) Subject to the terms of this agreement, the Bank wishes the Contractor to provide it with
proper and adequate fumigation and pest control management of the Bank’s premises and
buildings (‘the Services’).

Now, the Parties hereby agree as follows:

SECTION A

1. TERM

A. The term of this agreement shall commence on the Effective Date and shall continue on a
Yearly basis thereafter. The agreement may be renewed for a further period and on such
terms as may be agreed in writing by the parties.
2. SCOPE AND PROVISION OF THE SERVICES

A. CONTRACTOR’S RESPONSIBILITIES

a) The Contractor shall ensure that it provides the Services to ensure that the premises and
buildings are adequately fumigated and that the chemicals used perform all functions
which it is manufactured to. In the provision of the Services, the duties of the Contractor
shall include but will not be limited to the following :
i) A thorough and complete fumigation of premises and buildings to ensure that they
are pest free.
ii) Ensuring that the chemicals used are of high quality and effective as well.
iii) Taking all necessary measures to ensure that the provision of the Services do not
harm any human being who occupy, or may occupy the buildings or premises
where the Services are provided.
iv) Giving the Bank proper and detailed advice on necessary steps to take for the
maintenance of its premises against pests and rodents .
b) Upon the completion of any fumigation service, the Contractor shall complete a Service
Maintenance Form, detailing the nature of the fumigation and work done, and any other
material information. This form must be signed off by both Parties.

B. BANK’S RESPONSIBILITIES

a) The Bank shall ensure that it gives clear details in making its requests to the Contractor in
respect of fumigation services.

b) The Bank reserves the right to increase or decrease the number of buildings and premises
to be fumigated by the Contractor at any time, with written notice to the Contractor,
provided that any increase shall be agreed with the Contractor. Any fees payable to the
Contractor shall be duly adjusted to reflect this change.

C. SERVICE LEVELS

The Service timeline for handling any fumigation or pest control issue, upon request by the
Bank, shall be within 24 hours of such request.

The Contractor agrees that the failure by it to meet the prescribed timeline may result in
serious financial and other losses to the Bank.

The Bank, in addition to other rights it may have in this agreement or in law, shall be
entitled to deduct a liquidated damages sum amounting to 5% of the Contractor’s total fee,
for each day the request remains untreated or unresolved by the Contractor beyond the
expiration of the Service timeline; or the breach of any the responsibilities in Clause 2A.
3. SERVICE OBLIGATIONS

A. The Bank may allow any Contractor’s duly authorized Service personnel or representative(s),
reasonable and supervised access to its premises and buildings to enable them carry out the
Contractor’s obligations under this agreement. The Contractor shall ensure that such access
granted shall not disrupt the functionalities of other properties/equipment of the Bank or
other activities at the location. The Contractor remains responsible at all times for the safety
of all its employees and agents providing the Services.

B. The parties shall ensure that they maintain all the detailed contact channels stated in this
agreement and shall immediately notify the other party of any change thereof.

PAYMENT

A. The fees due to the Contractor for the Services to the Equipment shall be as detailed in the
Schedule. The fees payable shall be payable in arrears and be due after 10 working days
upon receipt of the Contractor’s invoice, except where the Bank disputes the invoice. The
Bank’s maximum payment for all Services performed during the term of this Agreement
shall not exceed the fees stated in the Schedule.

B. Any payment due to the Contractor shall be made only after any deductions, as may become
due to the Bank under this agreement, have been deducted from such payment.

C. Where the Contractor fails or refuses to carry out any of its obligations, the Bank reserves
the right to engage the services of another Service provider to perform any or all of the
Services. The remuneration of such Service provider shall be paid by deducting an equal
amount from any payment due or which may, at anytime, become due to the Contractor.
This is in addition to any other right which the Bank may have in law or under this
Agreement.

SECTION B

4. OTHER DUTIES AND LIABILITIES.

A. The Contractor agrees that it (including its employees and agents) may come across
information or data relating to the Bank’s processes, techniques, and personnel, which also
include the Bank’s customer’s information and data. The Contractor warrants that it shall, at
all times, keep such information confidential and shall not disclose any or all of the
information to a third party or make any use of same for itself without the express written
consent of the Bank. This confidentiality obligation shall survive the expiration or
termination of this agreement. Any such information received must be returned to the Bank,
or, where the Bank so requests, destroyed at the end of the agreement period.
 B. The Contractor shall hold harmless the Bank, its directors, employees, and subsidiaries from
all claims, liability and actions and shall indemnify the Bank, its directors and employees
against all damages, losses, costs or expenses (including legal fees) which may arise due to
the Contractor’s (or that of its employees or agents) negligence, fraud, breach of any or all
of its duties, obligations or warranties in this agreement; any misrepresentation, or any of its
intentional acts or omissions. The indemnity shall extend to such losses, costs and expenses
involving injury or death to persons, or damages to the Bank’s hardware systems, buildings,
software system or other property. This indemnity clause shall survive the expiration or
termination of this agreement.

C. In the event that any of the Bank’s property is damaged or destroyed by the Contractor, the
Contractor shall, within forty eight (48) hours, replace such property or shall refund to the
Bank, a monetary sum which will be equal to the total replacement value of the said
property.

5. TERMINATION

A. In addition to any other right of termination specified herein, either Party may terminate this
agreement forthwith in writing to the other in the event of:

i. the other's failure to pay any undisputed amounts due, within ten (10) working days
after the receipt of the terminating Party's written notice of default concerning the same;
or

ii. the other's failure to cure any breach of its obligations within seven (7) days after
receipt of the terminating Party's written notice of default concerning the same.

iii. the other party’s involvement in any arrangement with its creditors or becomes subject
to any winding up proceedings.

Either Party may otherwise terminate this agreement upon thirty (30) days prior written notice to
the other.

B. The Bank reserves the right to immediately terminate this agreement where:
i. in its sole discretion, the Services being provided by the Contractor are not to
the Bank’s satisfaction or
ii. Such termination is as a result of any judicial or industry- regulatory order or
iii. the Contractor does not meet the service timelines set in this agreement.

C. If the Bank terminates this agreement, it shall pay to the Contractor, any outstanding amount
earned and due to it within 15 working days after the effective termination date, subject to
the deduction of any amount that is due to the Bank in respect of this agreement. The
Contractor shall also pay to the Bank any outstanding amounts due to the Bank within 15
working days of such termination.
© Copyright Envision SBS. 2004. All rights reserved. Protected by the copyright laws of the United States and Canada and by international

D. Upon the termination or expiration of this agreement, the Contractor undertakes and
warrants that it shall provide all required support to the Bank or any of its nominees to
enable the seamless takeover of the Services being provided.

6. INDEPENDENT CONTRACTOR RELATIONSHIP

The Parties acknowledge that the Contractor is an independent contractor and not an agent,
employee or representative of the Bank. The Contractor’s employees are not and shall not be
deemed the employees of the Bank. The Contractor shall have no authority to act on behalf of, or
legally bind the Bank on any issue whatsoever, and the Contractor shall not hold itself out as
having any such authority. This agreement shall not be construed as creating a partnership or
joint venture.

The Bank shall, however retain the right to give directives as to its needs under this agreement.
The Contractor’s employees shall not receive any fringe benefits or other perquisites that the
Bank may provide to its employees. The Contractor agrees to be responsible for its own business
overhead expenses and costs of doing business and shall incur all expenses associated with its
performance (or reimburse the Bank for the cost where the Bank procures same). The Contractor
hereby indemnifies and holds the Bank harmless of any obligation that may be imposed on the
Bank resulting from the Contractor being determined not to be an independent contractor.

7. ARBITRATION

Except as specifically provided in this agreement, the parties agree that any dispute or
controversy arising out of, relating to or in connection with the interpretation, validity,
construction, performance, breach or termination of this agreement shall be submitted to binding
arbitration to be held in Lagos, Nigeria or any other place in Nigeria as may be agreed by the
Parties. The tribunal shall be made up of a single arbitrator, who shall be jointly appointed by the
parties. The decision of the arbitrator shall be final and binding on the parties to the arbitration.
The arbitral award may be enforced in any court of competent jurisdiction. The parties shall each
bear their own legal fees with respect to such arbitration. The arbitration shall be carried in
accordance with the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of
Nigeria 2004.

Nothing in this agreement shall, however, preclude the Bank from instituting any court action or
judicial proceedings in respect of any matter or dispute relating to this agreement, prior to the
commencement of any arbitral proceedings hereunder.

8. GENERAL

A. This agreement sets forth the entire understanding between the Parties with regard to the
subject matter hereof and supersedes any prior discussions between them. All amendments
to this agreement shall be in writing and signed by both Parties.
 B. The Contractor may not use the name, trademark, service mark or logo of the Bank in any
advertising, news releases or in any other media publication without the written consent of
the Bank.

C. This agreement is non-assignable by any party without the written consent of the other. The
Bank may however assign or novate this agreement or any of its rights and obligations
hereunder without consent by the Contractor, where the Bank transfers or disposes of any of
its assets; is involved in any merger, acquisition or any other corporate reconstruction
exercise; or as provided for in any regulatory order or mandate.

D. Any property provided by the Bank to the Contractor, for use in connection with the
Services, shall be deemed to be, and will remain the Bank’s property and shall be returned
to the Bank upon the expiration or termination of this agreement.

E. This agreement has been negotiated in good faith by the parties and each clause of this
Agreement has been separately negotiated and specifically agreed upon for inclusion by the
parties.

F. The relevant provisions, including the indemnities, the confidentiality provisions and the
dispute resolution provisions, shall survive the termination of this agreement.

9. NOTICES

All notices or demands required or permitted hereunder shall be in writing, and shall be
effective when delivered personally or by courier at the respective mailing addresses set
forth below (or at such other addresses as shall be notified in writing, from time to time, by
either Party to the other). Service requests may, however, be made to the mailing addresses,
the e-mail addresses or the telephone numbers provided below (or at such other details as
shall be notified in writing, by either Party to the other)

If to the Contractor:

E-MAIL:

MAILING ADDRESS:

ATT TO:

TELEPHONE NO:

If to the Bank:
 EMAIL: gsd@skyebankng.com;cc:generalservicemembers@skyebankng.com

MAILING ADDRESS: Skye Bank Plc, Plot 708/709 Adeola Hopewell Street,
Victoria Island, Lagos, Nigeria.

ATT TO: The Head, General Services Department

TELEPHONE NO: 01-2705842

10. GOVERNING LAW

This Agreement and the relationship between the parties to this Agreement shall be governed by
and construed in accordance to the laws of the Federal Republic of Nigeria.

11. REPRESENTATIONS AND WARRANTIES

The Contractor hereby represents and warrants to the Bank as follows, that:

a. It is duly registered and has the full capacity, and corporate authorization to enter into this
agreement and discharge its obligations and responsibilities contained herein;

b. It is fully qualified to perform the Services under the applicable laws in Nigeria and has
obtained any licenses or completed any registrations required by law or contract to
perform the Services.

c. It has the expertise, relevant technical competence, equipment and fully trained staff to
provide the Services.

d. It shall provide the Services in a professional, cost effective and workman-like manner
and that it will perform all its duties and obligations in accordance with this Agreement
and sound, accepted industry and regulatory standards.

e. It shall avoid any real and apparent impropriety (either by act or omission) that might
adversely reflect on the Bank and it warrants acting in accordance with the Bank’s best
interests and shall not take any action that is detrimental to the Bank.

f. Any materials that it shall use for the Services does not infringe on any third party right
or intellectual property right.

12. FORCE MAJEURE

Neither Party shall be deemed in default of this Agreement to the extent that performance of its
obligations or attempts to cure any breach are delayed, restricted or prevented by reason of any
act of God, or any other act or condition beyond the reasonable control of the party in question,
provided that the breaching party has made reasonable efforts to mitigate the effect or outcome
of such force majeure event. Notice of such a condition shall be given promptly to the other
party, but no later than 48 hours of the knowledge of the condition by the affected party. Where a
party is unable to perform any of its obligations under this agreement due to a force majeure
event, the other party reserves the right to terminate this Agreement forthwith.

13. PARTIAL INVALIDITY

Should any provision of this agreement be held to be void, invalid or inoperative, the validity of
the remaining provisions of this agreement shall not be affected and this Agreement shall
continue in effect as if the said provision was never a part of the agreement thereof. .

14. NO WAIVER

No delay by any party to exercise any right, power or remedy will operate as a waiver of it nor
will any partial exercise preclude any further exercise of the same, or some other right, power or
remedy.

15. HEADINGS

The headings contained in this Agreement are for reference purposes only and shall not in any
way affect the meaning or interpretation of this Agreement.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and
all of which together shall constitute one and the same document.

IN WITNESS WHEREOF the parties hereto have executed this Agreement hereto the day and
year first above written.

(If Contractor is a company)

The common seal of the within named THE CONTRACTOR was affixed hereto in the
presence of

_____________
DIRECTOR SECRETARY
(If Contractor is a business name)

Signed by …………………………………..trading under the name and style of

…………………………………………

………………………………………… Signature

In the presence of

Name: ………………………………………. Date: …………………………………………

Occupation: ………………………………. Signature: ……………………………………….

The common seal of the within named SKYE BANK PLC was affixed hereto in the presence of

DIRECTOR SECRETARY

SCHEDULE

a) SERVICE FEE

1 BUNGALOW NATIONWIDE N25,000.00

2 ADDITIONAL NATIONWIDE N10,000.00
FLOORS
3 PREMISE NATIONWIDE N5,000.00