MARKETING AGENCY AGREEMENT

FOR SOLUTIONS AND SERVICES

BETWEEN

SYSTEMSPECS TECHNOLOGY SERVICES LIMITED

AND

RUBICONNODE TECHNOLOGIES LIMITED

THIS MARKETING AGENCY AGREEMENT is made this ______ day of ________________ 2023.

BETWEEN

SYSTEMSPECS TECHNOLOGY SERVICES LIMITED, a limited liability company registered under the
laws of the Federal Republic of Nigeria, whose registered address is at Plot B22, Chief Yesufu Abiodun
Oniru Road, Oniru, Victoria Island, Lagos, Nigeria(hereinafter referred to as “STSL” which expression shall
where the context so admits include its successors-in-title and assigns) of the one part.

AND

RUBICONNODE TECHNOLOGIES LIMITED , a limited liability company incorporated under the laws of the
Federal Republic of Nigeria , whose address is at ……………., Nigeria (hereinafter referred to as
“Representative” which expression shall where the context so admits include its successors-in-title and
assigns) of the other part.

“STSL” and “Representative” are hereinafter jointly referred to as “Parties” and each of them individually as
“Party”.

WHEREAS:
a. STSL is a technology company that engages in the business of product and software development,
digital distribution of products and services and other related businesses.

b. Representative is a …………….

c. Representative has represented to STSL that it has the requisite capacity and capability to facilitate the
successful introduction, adoption and use of any or all of STSL’s solutions in the Territory (as defined in
this Agreement).

d. Based on its representation, STSL hereby engages, and Representative accepts its engagement to
facilitate directly or through any other suitably qualified firm(s), the successful introduction, adoption
and use of any or all of STSL’ solutions and services in the Territory, subject to the terms stated in this
Agreement.

THE PARTIES HEREBY AGREE AS FOLLOWS:

1. DEFINITION AND INTERPRETATION

In this Agreement, the following terms shall have the meanings set opposite them, except where
such meaning would be manifestly incompatible with the context.

Agreement means this Marketing Agency Agreement between STSL and

Representative, the Annexures attached hereto, and any document
incorporated by reference.
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Client means any corporate organization or government entity operating in
the Territory and introduced by Representative to STSL, and who is
desirous of in the use of any one of STSL’s Solutions or services.

Confidential Information means all information whether confidential, proprietary or sensitive

tangible or intangible, oral or written belonging to either Party. It also
includes any information relating to and or including released or
unreleased software or hardware products, the marketing or
promotion of products, business plans, practices or policies, and
information received from either Party, including trade secrets, source
codes, object codes, patents, inventions, firmware, designs, formulas,
specifications, financial information and projections, lists of suppliers
and potential suppliers, lists of customers and potential customers,
equipment lists, employee lists, management methods, know-how,
working methods, manufacturing techniques, operating techniques,
and all manuals, documents, reports, spread sheets, files, market
information, computer disks and tapes (whether machine or user
readable) and other written or electronic information pertaining
thereto.

Effective Date means the date the last signing party executes this Agreement.

First Level Support means direct interface with Registered Clients, receiving, identifying
and prompt escalation of incident reports to STSL’s support team and
managing the relationship with the clients to ensure the consistent
use of the Solutions or service by the Clients.

Force Majeure means any event or circumstance beyond the reasonable control of
the Parties that is not foreseeable, is unavoidable and its origin is
not due to negligence, internal labour unrest, or lack of care on the
part of the Parties. Such events include but not limited to
pandemics/epidemics, acts of God, fire, flood, invasion, war,
revolution, uprising, insurrection, social/public unrest, public
disturbance, strike, riots, fire disaster, storm, acts of terrorism and
any other circumstance which may hinder or delay the performance
of the obligations of the Parties under this Agreement save for
obligations for payment which have fallen due prior to the occurrence
of the Force event.

Net Transaction Fee means the balance amount after deducting applicable charges
(Payment Switching Platform Fees, Inter-Bank Transfer Fees etc.)
payable to Payment Channel owners/operators from the Transaction
Processing Fee.

Registered Client means any entity that has been introduced by Representative and
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 has signed up to use any of STSL’s Solutions or services as stated in
this Agreement.

STSL Solutions Means any technology solution or product owned and/or operated by
STSL including STSL. This definition also extends to other services
provided by STSL as stated in Annexure One of this Agreement,
which may be supplemented from time to time.

Territory Means the Federal Republic of Nigeria and/or any other geographical
location which the Parties may agree upon.

Transaction Processing means the fee payable for the processing of a unique transaction on
Fee STSL’s Solutions and Services platform, and excludes items such as
Project Implementation and Delivery fees, Training Fees, Logistics
Costs, etc.

1.1 In this Agreement:

1.1.1 References to a "clause" or “Annexure” are references to a clause of or an
Annexure to this Agreement.
1.1.2 Words in the singular include the plural and vice versa and words of any gender
include every other gender and references to legal persons shall include natural
persons and vice versa.

1.1.3 The headings to clauses are inserted for ease of reference only and shall not be
construed in the interpretation of this Agreement.

1.1.4 Reference to any statute, statutory provision or regulation includes reference to that
statute, statutory provision or regulation as amended, modified or re-enacted.

2. APPOINTMENT AND AUTHORITY

2.1 Appointment of Marketing Representative:
2.1.1 STSL hereby appoints Representative as its authorised and non–exclusive
representative for the provision of technical and marketing services for the promotion
and deployment of any or all of STSL’s Solutions in the assigned Territory, as stated
in Annexure One in this Agreement.

2.1.2 Representative hereby accepts its appointment as STSL’s authorised and non-
exclusive representative for the purpose of providing technical and marketing
services for the promotion and deployment of any or all of STSL’s Solutions as
stated in Annexure One of this Agreement, in the assigned Territory and agrees that
in carrying out its obligations under this Agreement it shall comply with all applicable
statutory requirements and regulations in the assigned Territory.

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 2.1.3 Nothing in this Agreement shall preclude STSL from;
2.1.3.1 formally or informally engaging any other entity or individual to operate and
provide STSL’s Solutions in the assigned Territory,
2.1.3.2 appointing agents or representatives in the assigned Territory to provide
technical and marketing services for STSL, or
2.1.3.3 entering into any arrangement in the assigned Territory with any person or
entity, and for any purpose whatsoever, including with respect to the
provision of STSL’s Solutions.

2.2 Relationship of Parties:

2.2.1 The relationship of the Parties established by this Agreement is that of independent
contractor, and nothing contained in this Agreement shall be construed to:

2.2.1.1 give either Party the power to direct and control the day-to-day activities of
the other; or
2.2.1.2 constitute the Parties as partners, joint ventures, co-owners or otherwise as
participants in a joint undertaking; or
2.2.1.3 allow Representative to create or assume any obligation on behalf of STSL
for any purpose whatsoever.

2.2.2 All financial and other obligations associated with Representative’s business are the
sole responsibility of Representative.

3. COMMENCEMENT AND DURATION

This Agreement shall commence on the Effective Date and shall remain in force unless terminated
in accordance with the terms of this Agreement.

4. REGISTRATION AND QUALIFICATION

4.1 To be eligible to earn any fee under this Agreement, Representative must ensure that it
registers with STSL in the manner prescribed by STSL.

4.2 Where more than one representative attempts to present a Registered Client for the purpose
of being recognised as the introducer, STSL shall recognise as introducer, the first entity to
present a fully completed and endorsed template of Annexure Three from the Registered
Client. Where the Representative introduces a Registered Client and the Registered Client
fails to process transactions for a period of six (6) months after registration, any other
representative can re-activate such Registered Client to process transactions, and will be
given the opportunity to solely earn the applicable introducer’s fee.

4.3 Where a parent company (in the case of a private sector organisation) or a supervising body
(in the case of a government ministry, department or agency) adopts any STSL Solution
through another representative for the use of any Registered Client introduced by
Representative, Representative shall cease to receive further income on the transactions
processed by the Registered Client.
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 4.4 Where for any reason whatsoever, a Registered Client introduced by Representative issues
a new Mandate form in recognition of another representative other than Representative,
Representative shall cease to receive further introducer income on the transactions
processed by or in favour of the Registered Client.

5. OBLIGATIONS OF REPRESENTATIVE
Representative shall:
5.1 in marketing STSL’ Solutions and Services in the Territory, quote the functionalities of
STSL’ Solutions and Services as listed in Annexure One to this Agreement titled – “STSL’
Solutions and Services” and as may be advised in writing by STSL from time to time.

5.2 not market or represent products considered by STSL to be in competition with its
Solutions during the term of this Agreement.

5.3 where required, request for STSL assistance to make presentations or demonstrations of
the functionalities of STSL’ Solutions and Services based on terms and conditions that will
be agreed.

5.4 exercise its best efforts to develop a large and profitable sales pipeline, and market for
STSL’s Solution in the assigned Territory and shall, at its own expense, offer, advertise,
demonstrate and otherwise promote STSL’s Solution in the assigned Territory.

5.5 provide itself with and be solely responsible for (i) such facilities, its employees, and
business structure and logistics, and (ii) such permits, licenses, and other forms of
clearance from governmental or any Regulatory Agencies whether of Government or
otherwise as it deems necessary for the discharge of its functions under this Agreement.

5.6 bear the entire cost and expense of conducting its business in accordance with the terms
of this Agreement.

5.7 not make any false or misleading representations to any Registered Client in the Territory
or anyone else regarding STSL or STSL’ Solutions. Representative shall not make any
representations, warranties or guarantees with respect to the functionalities, features or
capabilities of STSL’ Solutions and Services that are not consistent with STSL’ issued
literature describing STSL’ Solutions and Services.

5.8 secure all its internal, statutory and regulatory approvals, licences and/or authorizations
required by it to perform its obligations under this Agreement.

5.9 where applicable, facilitate procurement of all statutory and regulatory approvals, licences,
permits and/or authorizations for STSL, where such are required by applicable laws or
regulations in the Territory, in connection with offering or deploying and or all of STSL
Solution and Services. The parties agree that STSL will own and bear the cost of all such
licenses, permits and approvals.
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5.10 subject to clauses 5.10.1, 5.10.2 and 5.10.3 hereunder, Representative shall during the
term of this Agreement be entitled to advertise and hold itself out as an authorised
representative of STSL and use the trademarks of STSL offered by STSL, provided that:

5.10.1 Representative shall not alter any trademarks applied to the Solutions or any
trademarks of STSL permitted for Representative’s use pursuant to this
Agreement.

5.10.2 Representative shall not use any of STSL’s service marks, logos, or slogans in any
manner likely to confuse, mislead, or deceive the public, or to be adverse to the
interest of STSL.

5.10.3 Representative shall submit samples of all proposed advertisements and

promotional materials for any Solution to STSL for inspection and approval.
Representative shall not use such advertisement or promotional material without
the prior written consent of STSL.

5.11 at its own expense, and in a manner consistent with the terms and conditions in this
Agreement maintain adequate contact with the existing and potential Registered Client
within the assigned Territory and assess each Registered Client’s requirements as it
pertains to the use of the Solution.

5.12 where applicable, ensure that at all times, at least two (2) of its staff are trained and
empowered to market and deploy the Solution to prospective Registered Clients.

5.13 where applicable, provide First Level Support to the Registered Clients.

5.14 comply with all policies, programs and requirements regarding the provision of technical
support on the Solutions as may be communicated to Representative by STSL from time
to time.

5.15 in connection with any performance under this Agreement, not by itself nor any of its
officer, employee, or agent make any payment, or offer or promise or authorise payment of
any money or other article of value, to any official or employee of STSL in order to either
obtain or retain STSL’ business or to influence any act or decision of any official or
employee of STSL to perform or fail to perform his or her duties.

5.16 in connection with any performance under this Agreement, not by itself nor any of its
officer, employee, or agent offer, solicit or receive any amount of cash or item, service or
favour of value from any third party with whom STSL does business, or with whom
Representative is seeking to procure business on behalf of STSL, including any
governmental official or employee in connection with obtaining or retaining any business of
STSL. Representative shall refuse to offer or accept all such gifts.

5.17 on a periodic basis carry out review of its operations to determine its level of compliance or
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 adherence to good anti-bribery practices and applicable anti-bribery laws in the assigned
Territory.

5.18 ensure that all its employees, agents, and assigns are informed of this obligation and
required steps are taken.

5.19 in the performance of its services under this Agreement, be regarded as having introduced
a Registered Client to STSL upon the production of a fully completed and endorsed form, a
template of which is Annexure Three to this Agreement. The receipt of this completed form
by STSL indicates the Registered Client’s adoption and use of the Solution by reason of
the Representative’s efforts. An electronic copy of this template shall be provided to the
Representative at the point of execution of this agreement for the continuous notification of
successful on-boarding of Registered Clients.

6. OBLIGATIONS OF STSL
STSL shall:
6.1 initiate and consummate, efficient working relationship with Registered Clients introduced
to STSL by Representative;

6.2 ensure continuous maintenance, security and optimum performance of the Solutions to
meet its obligations.

6.3 provide sales and support training on the Solutions to Representative’s personnel at
periodic intervals, with the frequency and content of the training to be determined by STSL.

6.4 provide the Representative with relevant marketing and technical information about the
Solutions.

6.5 provide a reasonable level of technical support to Representative and its personnel. STSL
shall use reasonable efforts to support Representative’s sales and marketing activities.

6.6 provide training to Registered Client and the Representative at such times and fees as
may be determined by STSL.

6.7 upon being engaged by any Registered Client in the Territory to deploy any of its Solution
or Service, advise Representative of the details of such engagement;

6.8 pay Representative’s share of the Net Transaction Fee specified under this Agreement for
every successful transaction processed in the month after processing, subject to receipt by
STSL of the relevant fee during the validity of this Agreement.

7. FEES, TAXES, EXPENSES AND AUDIT

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 7.1 Fees accruable to the Parties under this Agreement shall be structured as provided in
Annexure Two to the Agreement titled –“Pricing and Fees”, or as may be agreed by the
Parties from time to time. The Fees provided in Annexure Two or any other agreement
between the Parties shall be the full and final consideration for the Representative’s
services under this Agreement and STSL shall not be liable for any further payments
pursuant to this Agreement.

7.2 In the event where STSL is entitled to a fee from a Registered Client introduced by
Representative, and such a fee does not fall into the category of fee income types listed in
Annexure Two, Representative shall be entitled to only ten percent (10%) of STSL’s Net
Transaction Fee.

7.3 Each Party shall be responsible for the payment of all taxes, levies and assessment arising
by virtue of this Agreement that are applicable to and payable by the Party and the paying
Party shall make available to the other Party on demand evidence of payment of any such
tax.

7.4 Each Party shall bear its own legal, other costs and expenses incurred pursuant to this
Agreement.

7.5 Representative shall have the right, on giving not less than Fourteen (14) Working Days’
notice, at its own expense and not more than once in any twelve (12) month period to
inspect, at reasonable times during STSL’ ordinary business hours, STSL’ relevant records
to verify the accuracy of fees paid pursuant to this Agreement and such exercise shall not
exceed more than one working (1) day and shall be restricted to transactions processed by
any existing Registered Client introduced by Representative.

8. REPRESENTATIONS AND WARRANTIES BY THE PARTIES

8.1 Representations and Warranties by Representative
Representative represents and warrants that:
8.1.1 it validly exists and has the corporate power, authority and all statutory and
regulatory approval(s) required to enter into, execute and deliver this Agreement
and other relevant documents and to perform fully its obligations herein.

8.1.2 it has entered into this Agreement and the transaction contemplated herein relying
on its own assessment and due diligence investigation of STSL and her Solutions
and Services offerings.

8.1.3 the execution of this Agreement will not result in the violation or breach of any
applicable law, regulation, contracts, agreements or other legal documentations to
which Representative is subject.

8.1.4 it shall perform its obligations in compliance with terms of this Agreement.

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 8.1.5 in providing services for STSL as defined in this Agreement it shall act in good faith
with due care, prudence and due diligence and in the best interest of STSL.

8.1.6 it shall not at any time during and after termination of this Agreement directly or
indirectly disclose any trade secrets or confidential information relating to STSL’
Solutions and Services or to the affairs, operations and customers of STSL to any
person including its staff (except staff who have a reasonable need to know
provided Representative shall cause such staff to take reasonable security
measures and Representative shall use its best endeavour to preserve and
protect the security of any trade secrets or confidential information of STSL)
without the prior written consent of STSL.

8.1.7 it shall not upon termination of this Agreement for any reason whatsoever either
individually or in partnership or in conjunction with any person or corporation or
entity in any capacity directly or indirectly solicit or offer to provide services to
customers on its own account or otherwise in competition with STSL and STSL’
Solutions and Services.

8.1.8 any representation or warranty made by Representative under this Agreement

contains no falsehood or omissions.

8.2 Representations by STSL

STSL represents and warrants that:
8.2.1 it validly exists and has the corporate power, authority and all statutory and
regulatory approvals, required to enter into, execute and deliver this Agreement
and other relevant documents and to perform fully their obligations herein.

8.2.2 it has entered into this Agreement and the transaction contemplated herein relying
on its own assessment and due diligence investigation of Representative.

8.2.3 the execution of this Agreement will not result in the violation or breach of any
applicable law, regulation, contracts, agreements or other legal documentations to
which STSL is subject.

8.2.4 it has the capacity to enter into this Agreement and has secured all internal,
statutory and regulatory approvals, licences and/or authorizations in respect of the
execution and performance of its obligations under this Agreement.

8.2.5 it shall perform its obligations in compliance with terms of this Agreement.
8.2.6 any representation or warranty made by STSL under this Agreement contains no
falsehood or material omissions.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Representative acknowledges that the copyright and all other intellectual proprietary rights
in Solutions and Services provided by STSL in the performance of its obligations belong
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 exclusively to STSL and shall not do anything which might bring into question STSL’
ownership of those rights or their validity.

9.2 Representative understands that neither this Agreement nor the performance of the
obligations herein shall be deemed by Representative to convey title or any ownership
interest or rights in STSL’ intellectual property rights in any of STSL’ Solutions used by
STSL in the performance of its obligation under this Agreement. Representative shall not
infringe directly or indirectly or through any third party upon STSL’ intellectual property
rights.

10. CONFIDENTIALITY
10.1 The Parties by the nature of this Agreement shall have access to information that is
confidential to one another, such confidential information may include the Parties’ business
methods, salary structure, marketing strategies, pricing, competitor information, and all
other information designated as confidential by either party. The parties agree to maintain
the confidentiality of the confidential information and to protect as a trade secret all of the
other party’s confidential information by using all reasonable efforts to prevent any
unauthorized copying, use, distribution, installation or transfer of possession of such
information.

10.2 The confidentiality obligation contained herein shall not prevent either party from entering
into similar agreements with third parties, provided that the restrictions hereunder are not
violated.

10.3 A party’s confidential information shall not include any information that:

10.3.1 is or becomes part of the public domain through no breach of this Agreement by
the other party;
10.3.2 is lawfully acquired by the other party from a third party without any breach of
confidentiality;
10.3.3 is disclosed by a party to a third party without any obligation of confidentiality;
10.3.4 is independently developed by the receiving party;
10.3.5 is approved for release by prior written authorization of the disclosing party;
10.3.6 is required to be disclosed by a court of competent jurisdiction, administrative
agency or government body, or by law or regulation, or applicable regulatory or
professional standards;
10.3.7 is disclosed by the receiving party in connection with any judicial or other
proceeding involving the disclosing party or the receiving party or any employees
of the receiving party.

11. INDEMNITY
11.1 The Parties agree that the representations and warranties contained in this Agreement are
the only representations and warranties by the other Party with respect to this Agreement.
Each Party confirms that it has not relied on any warranty, indemnity, covenant,

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 undertaking or liability under any statute or legal principle which is not expressly contained
in this Agreement.

11.2 Representative agrees to protect and discharge STSL and its agents from any third-party
claims, damages and reasonable expenses caused by or arising from Representative’s
employees and agent’s activities under this Agreement resulting in death or personal
injury.

11.3 Representative shall protect, defend and hold STSL harmless from and against all claims,
damages and expenses arising from Representative’s conduct of its business or marketing
activities in pursuance of this Agreement.

12. LIMITATION OF LIABILITY

12.1 Neither Party shall be liable to the other for loss of profit, anticipated profit, data, time,
goodwill, or for any incidental, indirect, punitive, special, consequential or exemplary
damages whether foreseeable or not.

12.2 Save for damages and liabilities arising from Intellectual Property Rights,
misrepresentation or breach of good faith, in no event shall STSL be liable to
Representative for an amount exceeding the fees payable to Representative from any
transaction which gave rise to the specific liability. Where a claim against a party cannot be
attributed to any particular transaction, STSL’s liability would be determined in accordance
with the dispute resolution mechanism stated in this Agreement.

13. APPLICATION AND PLATFORM IMPROVEMENT AND CHANGE

STSL reserves the right to upgrade, change or modify the profile and functions on the Solutions at
any time without notification to Representative, and Representative agrees that STSL shall not be
liable to Representative and/or Registered Clients introduced by Representative or any third Party
for any such modification.

14. EQUITABLE RELIEF

The Parties acknowledge and agree that in the event of a breach or threatened breach of any of
the provisions of clauses 8 and 9 of this Agreement, the affected party will have no adequate
remedy in damages and, accordingly, shall be entitled to an injunction against such breach or
threatened breach; provided, however that non-specification of a particular legal or equitable
remedy shall not be construed as a waiver, prohibition or limitation of any legal or equitable
remedies in the event of a breach of the clauses.

15. TERMINATION
15.1 Either party shall have the right to terminate this Agreement where the other party commits
a substantial breach of any of its obligations and covenants under this Agreement which
remains uncured after Thirty (30) days written notice of the breach and intent to terminate
the Agreement by the other party.

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 15.2 STSL may suspend or terminate this Agreement at any point and without liability if:
15.2.1 it believes that Representative has committed a material breach any of its
obligations in this Agreement;

15.2.2 there is an actual or perceived attempt by Representative to commit a material

breach any of its obligations directly or indirectly.

15.2.3 In its opinion, Representative’s continued appointment as a marketing agent would

be detrimental to STSL’s business objectives and strategy;

15.2.4 Representative provides any information to it that is untrue, inaccurate, not current
or incomplete, or if STSL has reasonable grounds to suspect that such information
is untrue, inaccurate, not current or incomplete.

15.3 Either party shall have an immediate right to terminate this Agreement if the other Party
becomes or is declared insolvent or bankrupt, becomes the subject of any proceedings
relating to its liquidation, insolvency or for the appointment of a Receiver or similar officer
over or in respect of its assets, or compounds or makes an assignment for all, or
substantially all, of its creditors, or enters into an agreement for the composition, extension
or readjustment of all, or substantially all, of its obligations.

15.4 Any monies due and payable to either party at the time of termination shall remain payable
and become due immediately upon termination.

15.5 Upon termination, each party shall return to the other any and all documents, records, any
compositions, articles, documents and other items which contain, disclose and/or embody
any Confidential Information of the other party (including, without limitation, all copies,
reproductions, summaries and notes of the contents thereof), regardless of the person
causing the same to be in such form.

15.6 Termination shall not relieve the continuing obligations under this Agreement, particularly
the requirements of the clauses drafted with the intention of surviving the termination of
this Agreement, particularly clauses 2.2, 8, 9, 10, 11, 12, and this clause 15.

15.7 Without prejudice to the provisions of this clause 15, termination by Representative shall
not prevent STSL from the continued provision of STSL’ Solutions and Services to Clients
in the Territory whether sourced by Representative or not. The provision of STSL to Clients
in the Territory shall at all times be guided by the relevant Terms and Conditions agreed
between STSL and the Registered Client in respect of the specific Solution subscribed or
offered to the Registered Client.

16. FORCE MAJEURE

Neither party shall be considered in breach of its obligations under this Agreement or be
responsible for any delay in carrying out its obligations, if performance is prevented or delayed
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 wholly or in part as a (direct or indirect) consequence of force majeure. Force Majeure means any
circumstance beyond the reasonable control of either party including but not limited to
pandemics/epidemics, acts of war (whether war be declared or not), emergency, strike, rebellion,
insurrection, government sanctions, accident, internet and communication link failure, power
failure, fire, earthquake, flood, storm, tornadoes, hurricane, or any other act of God or any technical
failure caused by devices, matters or materials. If the performance of either party’s obligations
under this Agreement is in its opinion likely to be hindered, delayed or affected by reason of a
Force Majeure event, then the party shall promptly within 48hours notify the other party of the
circumstance in writing and use its best endeavour to abate the delay where practicable.

17. ENTIRE AGREEMENT

This Agreement together with the relevant Terms and Conditions agreed between STSL and the
Registered Client in respect of the specific Solution subscribed or offered to the Registered Client,
constitute the entire agreement between the Parties and supersedes any and all prior agreements
between the Parties, whether written or oral, including without limitation marketing documents with
respect to the subject matter hereof and shall not be amended or modified except in writing signed
by the Parties hereto.

18. THIRD PARTY RIGHTS AND DATA PRIVACY PROTECTION

18.1 Nothing in this Agreement shall confer on any third party the right to enforce any provisions
of this Agreement.

18.2 Parties agree that where either processes each other’s personal data for the purposes of
(i) fulfilling its obligations under this Agreement (ii) maintaining its administrative or client
relationship management systems with each other, and or (iii) providing each other with
information about its range of services; such personal data shall be treated as confidential
information, which shall only be processed by each Party and not disclosed to any third
party in accordance with Data Protection Laws or Regulations in Nigeria.

19. DISPUTE RESOLUTION

19.1. Negotiated Settlement and Mediation
In the event of any dispute the Parties shall seek to resolve any such dispute amicably
between themselves or through a negotiated settlement and in the event of their inability to
resolve the dispute as aforesaid the parties shall explore a mediated settlement with
Parties jointly appointing one (1) Mediator who shall act as a catalyst for resolution of the
said dispute.

19.2. Arbitration
If at any time the Parties are unable to amicably resolve any dispute(s) through negotiated
settlement or mediation, either Party shall refer the matter to be finally settled by arbitration
in accordance with the Arbitration &Conciliation Act, Cap A18, Laws of the Federation of
Nigeria (LFN) 2004, by Arbitration Committee of three (3) Arbitrators. Each Party shall
appoint one Arbitrator within seven (7) days of notice to commence arbitral proceedings
and the two arbitrators shall appoint the third arbitrator. If either Party does not appoint its
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 own Arbitrator such Arbitrator shall be appointed in accordance with the rules of the
Arbitration & Conciliation Act, Cap A18, LFN 2004. The Arbitration shall take place in
Lagos, Nigeria and be conducted in English Language and the Parties shall bear the cost
of the arbitration proceedings equally; however, each Party shall solely bear its cost of
prosecuting or defending the arbitral claim including but not limited to attorney’s fees. The
award of the arbitrator shall be final and binding on the Parties, subject to any available
rights of appeal preserved by the Arbitration and Conciliation Act or other applicable
Nigerian law or regulation.

20. ASSIGNMENT
STSL shall be entitled to novate or assign this Agreement and any of its rights and obligations
hereunder to any third party without Representative’s prior written consent, provided that STSL
shall promptly inform Representative upon such novation or assignment. Representative shall not
assign any of its rights under this Agreement without STSL’s prior written consent.

21. AMENDMENTS
Any changes and additions to this Agreement shall be by the mutual consent of the parties and
must be in writing and duly executed by the Parties.

22. SEVERABILITY
In the event that any provision of this Agreement is declared by any judicial or other competent
authority to be void, voidable, illegal or otherwise unenforceable or indications of this are received
by either of the Parties from any relevant competent authority the Parties shall amend that
provision in such reasonable manner as to achieve the intention of the parties without illegalities.

23. WAIVER
The rights and remedies of a Party in respect of this Agreement shall not be diminished, waived or
extinguished by the granting of any indulgence, forbearance or extension of time by a Party to
another or by any failure of or delay by a Party in ascertaining or exercising any such rights or
remedies. Any release by a Party shall not affect its rights and remedies as regards any other
Party or its rights and remedies against the Party in whose favour it is granted or made except to
the extent of the express terms of the release and no such release shall have effect unless granted
or made in writing.

24. NOTICES
Any notice or other communication required or permitted in this agreement shall be in writing and
shall be deemed to have been duly given when received by the other party. Notice may be served
personally or by facsimile or electronic mail transmission with confirmation, or by acknowledged
courier delivery and addressed to the respective parties at the addresses set forth below or at such
other addresses as may be specified by either party in writing.

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 Party Physical Address Postal Address Email Address

STSL Plot B22, Chief Yesufu Abiodun Plot B22, Chief Yesufu Abiodun
Oniru Road, Oniru, Victoria Island, Oniru Road, Oniru, Victoria Island,
Lagos, Nigeria. Lagos, Nigeria.

Attention: Managing Director Attention: Managing Director

Representative Same as Physical address

Attention: Managing Director

25. GOVERNING LAW AND JURISDSICTION

This Agreement shall be governed by and interpreted in accordance with the laws of the Federal
Republic of Nigeria.

26. 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 Agreement.

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IN WITNESS WHEREOF the Parties, intending to be legally bound, have executed this Agreement through
their authorized signatories on the day and year first above written.

For: SYSTEMSPECS TECHNOLOGY SERVICES LIMITED

_________________________________ _________________________________
AUTHORISED SIGNATORY AUTHORISED SIGNATORY
NAME: NAME:
DESIGNATION: DESIGNATION:

For: RUBICONNODE TECHNOLOGIES LIMITED

_________________________________ _________________________________
AUTHORISED SIGNATORY AUTHORISED SIGNATORY
NAME: NAME:
DESIGNATION: DESIGNATION:

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 ANNEXURE 1

Solution and Services

The Representative shall market the following as services rendered by STSL:

1. Development of mobile applications compatible with Android and iOS devices for tertiary institutions.

2. Provision of banking services including but not limited to money transfers, card services as well as
Value-Added Services (VAS) for school communities.

3. Automation and digitization of existing services and processes within school communities.

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 ANNEXURE TWO - A

PRICING AND FEES

Description Applicable Fees due to Representative from STSL

Implementation Fees Where Representative is responsible for the implementation, it shall be entitled to Ninety Percent (90%) of the Implementation Fee paid
by the Client pursuant to the terms of this Agreement.

Where STSL is responsible for the Implementation, Representative shall not be entitled to any share of the Implementation fee.

Recurring Fees Representative shall be entitled to Ninety percent (90%) of any recurring fee paid by a Client introduced by Representative pursuant to
the terms of this Agreement as stated in “a” (“Pricing”) above.

Description Applicable Fees due to STSL from Representative

Implementation Fees Where STSL refers a client to the Representative for implementation, it shall be entitled to Ten Percent (10%) of the Implementation
Fee paid by the Client.

Recurring Fees Representative shall also remit Ten percent (10%) of any recurring fee paid by a Client introduced by STSL.

NOTES:
1. All payments under this Agreement are net of Value Added Tax (VAT).
2. This commercial arrangement and schedule of fees contained in Annexure Two-B shall be subject to periodic reviews if the base fee/pricing changes by way of market
operations or regulatory requirements

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 ANNEXURE TWO - B

Split
Amount to Partnering
SS VAT Net SS
Debit Bank ISO Introducer
SS Payable Bonus Pot Income
Transactio Wallet Debit Sprea (Polaris (Pomengranate SS Income fee
Revenue Line VAT NIBSS (Inc. (VAT (Customer (Pouchii
n Fee (Transactio source d Commissio ) Commission (Ex. VAT) (Introducer
VAT) Payable Bonus Pot) Income
n Fee + n Payable Payable Wallet) Wallet)
Wallet) Wallet)
VAT) Wallet)
A B C D E F G H I J K L
0.70
A+B C-D E*0.10 E*0.20 G/1.075 M*0.075 A*0.05 A*0.10
of E
7.5% of
Sharing Percentage (%) 10% 20% 70% Gross 5% 10%
Income
Wallet to Wallet Transfer Free
Wallet to Bank Transfer
NG
Virtual NGN NGN NGN
From #1 to #5,000 NGN 10.00 N NGN 10.75 NGN 0.67 NGN 1.34 NGN 4.38 NGN 0.33 NGN 0.50 NGN 0.47 NGN 3.40
Account 4.03 6.72 4.70
0.75
NG
Virtual NGN NGN NGN
From #5,001 to #50,000 NGN 25.00 N NGN 26.88 NGN 2.28 NGN 4.57 NGN 14.88 NGN 1.12 NGN 1.25 NGN 1.60 NGN 12.03
Account 4.03 22.84 15.99
1.88
NG
Virtual NGN NGN NGN
Above #50,000 NGN 50.00 N NGN 53.75 NGN 4.97 NGN 9.94 NGN 32.38 NGN 2.43 NGN 2.50 NGN 3.48 NGN 26.39
Account 4.03 49.72 34.80
3.75

Others 0% 0% 100% 5% 10%

NG
Virtual NGN NGN
Pay RRR Fees NGN 50.00 N NGN 53.75 NGN 0.00 NGN 0.00 NGN 50.00 NGN 3.75 NGN 2.50 NGN 5.38 NGN 42.13
Account 53.75 53.75
3.75

NG
Virtual NGN NGN
Share of TSA Fees (Federal) NGN 49.50 N NGN 53.21 NGN 0.00 NGN 0.00 NGN 49.50 NGN 3.71 NGN 2.48 NGN 5.32 NGN 41.70
Account 53.21 53.21
3.71
Standing Order NGN 50.00 NG NGN 53.75 Virtual NGN NGN 0.00 NGN 0.00 NGN NGN 50.00 NGN 3.75 NGN 2.50 NGN 5.38 NGN 42.13
N Account 53.75 53.75
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 3.75
NG
Bills Payment (Cable TV & Virtual NGN NGN
NGN 50.00 N NGN 53.75 NGN 0.00 NGN 0.00 NGN 50.00 NGN 3.75 NGN 2.50 NGN 5.38 NGN 42.13
Electricity) Account 53.75 53.75
3.75

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 ANNEXURE THREE

STSL REPRESENTATIVE MANDATE FORM

Dear STSL,

Please be advised that (Representative Name) is hereby appointed to facilitate the provision of the related service(s) identified
below on the STSL platform to (Subscribing Organization Name).

Kindly provide all necessary support required to ensure smooth operations and efficient service delivery to the organization.

SERVICES REQUIRED (Tick appropriate box)

1. School Portal STSL Modules

i. Funds Transfer
2. Schools Mobile App ii. Bills Payment
iii. Merchant Payments
3. Value Address Services iv. Campus Adverts
v. Value Added Services
vi. School Portal
vii. Others

In furtherance to the above, (Subscribing Organization Name) hereby confirms:

1. That it has read and accepted the online terms & conditions on www.systemspecs.net

2. That (STSL’s Representative Name) introduced (Pouchii) to (Subscribing Organization Name).

In addition to the foregoing,

3. Each Party undertakes that it shall not at any time disclose any confidential information concerning the business or
affairs of the other Party except as permitted by Law. Each Party shall not use the confidential information of the other
Party for any purposes other than to perform its obligations under this Agreement.

By signing this form, (Subscribing Organization Name), either by itself or through its employees, officers, agents, or
representatives hereby represent that it has the legal capacity and requisite authority to execute this Form and, upon execution,
the terms as contained herein shall constitute a valid and binding obligation on (Subscribing Organization Name).

The common seal of (Subscribing Organization Name)

was affixed hereto in the presence of:

(Signature 1) (Signature 2)
Name: ___________________________________ Name: __________________________________
Date: ___________________________________ Date: __________________________________
Designation: _______________________________ Designation: _______________________________

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