Robi Axiata Limited

Robi Corporate Office, 53 Gulshan South Avenue, Gulshan-1, Dhaka-1212, Bangladesh.

T : +88 02 9887146-52, F : +88 02 9885463, Web : www.robi.com.bd
Business Identification Number(BIN): 000000178-0001

Purchase Order
Softwind Tech Ltd PO Number 4800019785
House 73, Level 5, Road 13/A, Banani Version Original
Dhaka 1213 PO Date 18.09.2023
Bangladesh Robi Contact Person Mr. Asif
Robi Contact Number 01817182057
Your Contact person: Moinur Hussain
Your Contact Number: +8801730433711
Your Supplier ID with us: 102467

Please deliver to: Robi Axiata Limited 53 Gulshan South Avenue, Dhaka

World Cup AR Filter Currency: BDT

Sl# Item Code Description Delivery Dt. Quantity UoM Unit Price Total Amount
10 30006866 World Cup AR Filter 18.09.2023 1.00 JOB 60,000.00 60,000.00
Total PO Amount: 60,000.00
(Total PO amount in words: BDT sixty thousand taka and zero paisha)

Price Summary:
Total PO Amount 60,000.00
VAT Amount 3,000.00
Total Amount ( Including VAT, if any ): 63,000.00

**PO value includes VAT and other taxes.

GR will be done at actual

All other terms and conditions shall be as per Contract Ref.No: Robi-LP-004010.

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For Robi Axiata Limited
Acceptance by Vendor/Supplier:
I accept to provide/supply the products/services mentioned in this order agreeing to all the terms and conditions.

----------------------------
Vendor's Signature

Created By: AZIM4643 ( PO# 4800019785) Page 1

 GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER (PO 4800019785)
This Purchase Order ("PO") and any attachments are the sole agreement between Robi Axiata Limited ("Robi") who is issuing a PO pursuant to
these terms and conditions and the Supplier identified on the face of this PO ("Supplier") regarding the goods and/or services specified in this
PO ("Goods and/or Services").
If issued independently, the PO represents the entire understanding between Robi and Supplier and shall supersede all prior understandings
and agreements relating to the subject matter hereof and may be amended only by written mutual agreement of the parties. If issued under any
Agreement, then this PO shall be read together with the terms of the Agreement. In the event of an inconsistency or conflict between the
provisions of any Agreement and this PO, the inconsistency or conflict will be resolved by giving precedence in the following order: (a) the
Agreement; (b) the provisions appearing on the front and reverse side of this PO or (c) other provisions when attached and agreed to in writing
by Robi.
1. ACKNOWLEDGEMENT COPY
This PO is expressly conditioned on Supplier's acceptance of all the terms and conditions set forth herein. Acceptance of this PO by Supplier
must be completed within 3 working days of receipt of PO, and shall form a binding contract with the Supplier signing/acknowledging
acceptance through email and returning the acknowledgement copy and/or by the timely delivery of the Goods and/or Services specified. If
Supplier fails to respond within 3 working days, it shall be deemed that Supplier has accepted the PO. The contract between the parties is
subject only to the terms and conditions detailed herein below. Any contractual terms and conditions of the Supplier, whether included in the
offer, invoices or any other document, are hereby excluded. In the event this PO contains any provisions, which are contrary to the provisions of
the contractor's offer, the provisions of this PO shall take precedence. This PO may be issued in addition to other duly signed Robi agreements,
exhibits and schedules incorporated therein with the Supplier ("Agreement") made with respect to the subject matter of this PO.
2. DELIVERY TERMS
Supplier shall deliver the goods in the ordered quantities or perform the services, each on the date(s) specified in this PO or as otherwise
agreed in writing by the parties (the "Delivery Date"). Timely delivery of the goods and/or services is of the essence. If Supplier fails to deliver
the goods or perform the services in full on the Delivery Date, Robi may terminate this PO immediately by written notice to Supplier and Supplier
shall indemnify Robi against any losses, claims, damages, and reasonable costs and expenses attributable to Supplier's failure to deliver the
Goods and/or Services on the Delivery Date. Alternatively, if Supplier fails to meet the Delivery Date, Robi, without limiting its other rights or
remedies, may direct expedited routing; any excess costs incurred thereby shall be debited to Supplier's account. Robi may return any Goods
delivered prior to the Delivery Date at Supplier's expense and Supplier shall redeliver such Goods on the Delivery Date.
All Goods and/or Services shall be delivered to the address specified above in this PO (the "Delivery Address") or as otherwise instructed by
Robi.
In case Supplier is not going to be able to deliver within deadline as mentioned in the PO, Supplier is requested to notify Robi in writing at least
7 working days before the stipulated deadline, along with proper justification and supporting documents (as applicable), as to why Supplier will
not be able to meet the deadline. Robi will consider Supplier's justifications for delay in delivery and Robi has the sole discretion to either
accept Supplier's justification and provide an extension to the delivery deadline or reject Supplier's justification and not provide any extension
of delivery date. If Supplier fails to provide above stipulated 7 working days' prior written notification and Supplier fails to deliver as per delivery
date as stipulated in the PO, such default on Supplier part may be considered as a material breach on Supplier part and furthermore, Supplier
may incur financial loss/penalty as per terms and conditions of the PO or contract, as applicable. Furthermore, please also note that Robi
reserves the right to close all Open POs after expiry of 90 days from stipulated delivery date if no justification is received from Supplier.

3. PAYMENT TERMS
Unless otherwise specified above in the PO and/or Agreement, Robi shall, on fulfilment of the Delivery Terms by Supplier, make payment within
calendar 90 days, of receipt of the Supplier's invoice for the goods and copies of the customary supporting documents. Unless authorized by
Robi, a separate invoice must be submitted in respect of each PO. Invoices must contain the following information: PO number, description of
Goods and/or Services prices, extended totals and attach all supporting documentation [including but not limited to Delivery Challan copy,
VAT/Musuk Challan 6.3, proof of latest income tax return submission, PO and/or Agreement copy, Work Completion Certificate (if any) and other
relevant supporting document], as applicable. The prices shown in the PO may not be increased except by express written agreement of Robi.
Inspection prior to shipment does not relieve the Supplier from its contractual obligations. Robi shall have a reasonable time after delivery of the
goods and/or services to inspect them and to reject and refuse acceptance of goods and/or services not conforming to the PO. Any adjustments
in Supplier's invoices due to late performance, rejections or other failure to comply with the requirements of this PO may be made by Robi
before payment. Payment does not constitute final acceptance. Robi may offset against any payment hereunder any amount owed to Robi
(and/or its subsidiaries, affiliates etc.) by Supplier. If Supplier fails to submit invoice and/or claim for any payments for goods and/or services
provided under this PO, within 6 calendar months of delivery acceptance by Robi, it will be deemed that Supplier has forfeited its claim against
Robi.
4. INSPECTION
Robi shall have the right to inspect and test the goods or services ordered at any time, including during the manufacture and construction, or
preparation, notwithstanding any prior payment or inspection. Defective goods or services not in compliance with Robi's drawings,
specifications or standards may at any time be rejected even though such goods or services may have previously been inspected and accepted.
Without limiting any rights it may have, Robi at its sole option may require Supplier, at Supplier's expense to: (i) promptly repair or replace any
or all rejected goods and/or services or (ii) refund the fees paid for any or all rejected goods and/or services. All such rejected goods will be held
for Supplier's prompt instruction and at Supplier's risk. Rejected goods will be transported for return to Supplier or destroyed at Supplier's cost.
Nothing contained herein shall relieve in any way Supplier from the obligation of testing, inspection, and quality control. Payment for goods or
services prior to inspection shall not constitute acceptance thereof and is without prejudice to any and all claims Robi may have against
Supplier or any other party.
5. RISK OF LOSS
Risk of loss, injury or destruction to the goods shall be borne by the Supplier until physical delivery of the goods has been completed in
accordance with the PO.

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6. FITNESS OF GOODS/PACKING
Supplier warrants that the goods, including adequate packaging, conform to the specifications and are fit for the purposes for which such
goods are ordinarily used and for purposes expressly made known to the Supplier by Robi, and are free from defects in workmanship and
materials. The Supplier also warrants that the goods are contained or packaged adequately to protect the goods.
7. REPRESENTATION AND WARRANTY CLAUSE
Supplier represents and warrants that: (i) it has the full right and authority to enter into, execute and deliver this PO; (ii) it has taken all requisite
corporate action to approve the execution, delivery and performance of this PO; (iii) this PO constitutes a legal, valid and binding obligation
enforceable against the Supplier; and (iv) its execution of and performance under this PO shall not violate any applicable existing regulations,
rules, statutes or court orders, or any contract to which the Supplier is a party.
The Supplier warrants that the use or supply by Robi of the goods and/or services offered for sale under the PO do not infringe any copyright,
patent, trade-name, or trade-mark. In addition, the Supplier shall pursuant to this warranty indemnify, defend and hold harmless Robi from any
actions or claims brought against Robi pertaining to the alleged infringement of a copyright, patent, design, trade-name or trade-mark arising
from the PO. Supplier further warrants that the goods or services delivered shall be free from defects in material and workmanship, be of even
kind and quality and run without variation, be of merchantable quality, be fit for the intended use of Robi, Robi's customers and/or any other
intended uses of such goods and shall be new and not refurbished; and be of grade and performance in conformity with all specifications,
blueprints, designs, drawings, samples, models, descriptions, instructions, and other items referred to in this Purchase. Supplier also warrants
that the goods and/or services to be delivered hereunder were produced in compliance with all applicable laws, rules, regulations, directives,
orders and guidelines. Supplier shall maintain, solely at Supplier's cost and expense, all licenses, permits, approvals, and the like necessary to
conduct its business and perform its obligations under this PO. Further, the services will be performed with the highest degree of skill and
judgment exercised by recognized professionals performing the same or similar services. These warranties are be in addition to all other
warranties, express, implied or statutory. Payment for, inspection of, or receipt of the goods or services does not constitute a waiver of any
breach of foregoing warranties. In the event of any breach of the foregoing warranty, Supplier will, at its own expense and at Robi's option
either: (a) provide replacement goods satisfactory to Robi, (b) re-perform the nonconforming services to the satisfaction of Robi, or (c) refund to
Robi the total amount paid for such goods and/or services. Supplier will extend all warranties it receives from its suppliers to Robi and to Robi's
customers (if applicable).
8. INDEMNITY
Supplier shall defend, indemnify and hold harmless Robi and Robi's shareholders and its subsidiaries, and affiliates (collectively,
"Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or
expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any rights hereunder and the cost of
pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the goods purchased or services
received from Supplier or Supplier's negligence, willful misconduct or breach of these PO terms. Supplier shall not enter into any settlement
without Robi's or Indemnitee's prior written consent.
9. LIMITATION OF LIABILITY
Robi's liability to pay any amount to Supplier for any reason shall not exceed the amount Robi has agreed to pay Supplier for the goods or
services. ROBI SHALL NOT BE LIABLE TO SUPPLIER FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OR COMMERCIAL
LOSSES ARISING FROM THE PURCHASE OF GOODS AND/OR SERVICES REGARDLESS OF THE CAUSE OF ACTION OR THE FORM OF THE
CLAIM FOR DAMAGES, AND EVEN IF ROBI IS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
10. TERMINATION FOR DEFAULT
In addition to any remedies that may be provided under this PO, Robi may terminate this PO with immediate effect upon written notice to
Supplier, either before or after the acceptance of the goods or services, if Supplier has not performed or complied with any of the terms of this
PO, in whole or in part, if Supplier fails to make progress so as to endanger performance of the PO as reasonably determined by Robi, or if
Supplier becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy,
receivership, reorganization or assignment for the benefit of creditors. If Robi terminates this PO pursuant hereto, Supplier's sole and exclusive
remedy is payment for the goods or services received and accepted by Robi prior to termination.
11. TERMINATION FOR CONVENIENCE
Robi may at any time (notwithstanding the existence of any of the causes or events specified in Section 10 or any other condition of default), by
written notice, cancel in whole or in part, the undelivered portion of the goods or services by written notice to Supplier, who shall immediately
upon receipt of such notice discontinue all work in respect to the cancelled portion of this PO except as may be necessary to preserve and
protect the work and materials then in process.
12. CONFIDENTIAL INFORMATION
Robi's confidential and proprietary information includes, without limitation, its business plans; business strategies; marketing plans; industry
and competitive information; technology, product and proposed product information; pricing and cost arrangements and agreements with Robi,
distributors, customers, suppliers, licensers and licensees; information relating to its customer base; information concerning employees and
financial information. All such confidential and proprietary information shall (a) remain the property of Robi, (b) be carefully preserved and
maintained by Supplier at its expense, and (c) be promptly returned to Robi or satisfactorily accounted for upon completion of this PO or upon
Robi's written demand. This clause shall survive and remain binding on Supplier for 5 years from expiry of this PO term or upon
termination/cancellation/suspension of this PO.
13. FORCE MAJEURE
i. If the performance of either Party's obligations under the Agreement is materially and adversely affected as a result of riots, wars,
declared or undeclared, insurrections, rebellions, terrorism, or civil commotion; or actions, inactions, dispositions, or orders of the Government;
or fires, floods, storms, or other acts of God or because of any other cause or event reasonably beyond the control of such Party (such events
collectively referred to herein as ("Force Majeure"), then, upon the occurrence of an event of Force Majeure, such Party shall be excused from
performing its obligations hereunder during the existence of such Force Majeure and for such period of time as such event of Force Majeure
continues.
ii. Notwithstanding the foregoing, the following events shall not constitute Force Majeure under the Agreement:

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 a. Late performance of the Services for any reason related to a shortage of equipment, supervisors or labour, inefficiencies, or similar
such occurrences;
b. Seasonal rains in Bangladesh;
c. Labour disturbances, labour shortages, or work stoppages.
d. "Hartals" (i.e. political strikes), "Oborodhs" (i.e. blockades) and any other political activities of a similar nature
iii. Any Party relying on Force Majeure for suspending performance hereunder shall give to the other Party immediate notice thereof and, as
soon thereafter as possible, shall give formal written notice specifying in detail the event of Force Majeure relied upon and the effective date of
suspension.
iv. Upon the occurrence of any circumstances of Force Majeure, Supplier shall endeavor to continue to perform its obligations under the
Agreement so far as reasonably practicable. Supplier shall notify Robi of the steps it proposes to take, including any mitigation measures and
reasonable alternative means for remedy and/or performance which is not prevented by Force Majeure.
v. If such condition of Force Majeure continues for a period of seven (7) days, or more, Robi may, at its option, terminate the Agreement
without any further obligations or liabilities hereunder, except payment for Services already provided to Supplier under the Agreement.

14. CHANGES BY ROBI

Robi may, at any time, in writing, make changes within the general scope of this PO, including but not limited to the following: (a) applicable
drawings, designs or specifications; (b) method of shipment or packing; (c) place or timing of delivery; (d) materials, methods or manner of
production; or (e) quantity. If any such change causes an increase or decrease in the cost of or the time required for performance of this PO, an
equitable adjustment shall be made in the price or delivery schedule or both, and this PO shall be modified accordingly based on mutual
agreement.
15. AXIATA SUPPLIER CODE OF CONDUCT (ASCOC), ANTI-BRIBERY ANTI-CORRUPTION (ABAC) and ANNEXURE (Privacy and Data Security)
Supplier shall comply with the ASCOC, ABAC and ANNEXURE (Privacy and Data Security as applicable) attached with this PO. Any violation of
the ASCOC, ABAC and ANNEXURE (Privacy and Data Security) is grounds for termination of this PO by Robi for default.
16. RECORD RETENTION, INSPECTION AND AUDIT RIGHTS
Supplier shall maintain complete books and records, including inspection records, with respect to all Goods and/or Services, which shall be
available to Robi during performance of this PO and until the later of 5 years after final payment; final resolution of any dispute involving the
goods or services delivered hereunder; or the latest time required by applicable law or regulation. Supplier shall at any time, and after
reasonable notice by Robi, (i) grant to Robi, unrestricted access to (or if Robi so requests, provide to Robi copies of) such books and records,
wherever such books and records may be located (including third-party repositories), and (ii) provide Robi, the right to access, and to perform
any type of inspection, test, audit or investigation at Supplier's premises, for the purpose of enabling Robi to verify compliance with the
requirements of this PO. Supplier and its subcontractors shall furnish all reasonable facilities and assistance for the safe performance of the
inspection, test, audit and/or investigation.
17. SUBCONTRACTORS
If Supplier uses subcontractors for any part of the manufacture of the goods or performance of the services hereunder, Supplier shall be
responsible and liable for all acts or omissions of its subcontractors. Supplier must obtain prior written authorization from Robi to use
subcontractors for any activity relating to the goods or services provided hereunder. These Terms shall be applicable to all subcontractors and
Supplier is responsible for enforcement. Supplier will maintain a contractor management program to ensure that subcontractors comply with
the safety requirements of this PO. The Supplier is responsible to flow down to its sub-suppliers all applicable Robi requirements, including
regulatory requirements where required.
18. WAIVER
A waiver of any term, condition or default of this PO by Robi shall not be construed as a waiver of any other term, condition, or default.
19. AMENDMENT
No change to this Order is binding upon Robi unless it is in writing, specifically states that it amends this Order and is signed by a Robi
authorized representative.
20. GOVERNING LAW AND DISPUTE RESOLUTION
This PO shall be governed by the laws of Bangladesh. All disputes relating to the terms and conditions of this PO shall be settled amicably
between the two parties within 30 (thirty) days of receipt of any notice of dispute by either party. If such amicable dispute resolution fails within
above stipulated 30 days' time, such dispute may be referred to arbitration or the courts of Bangladesh, for resolution, at per sole discretion of
Robi.

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 ANTI-BRIBERY AND ANTI-CORRUPTION (ABAC)

Definitions
'Anti-Bribery Laws' means all Applicable Laws relating to anti-bribery, anti-corruption or anti-kickbacks, which may include the Prevention of
Corruption Act, 1947 of Bangladesh, Money Laundering Prevention Act, 2012, the Bangladeshi Penal Code, 1860, Anti-Corruption Commission
Act, 2004, the Malaysian Anti-Corruption Commission Act 2009, the U.S. Foreign Corrupt Practice Act of 1977, the United Kingdom Bribery Act of
2010 and any other Applicable Laws in any jurisdiction.

'Anti-Money Laundering Laws' means all Applicable Laws relating to anti-money laundering or combating financing of terrorism, which may
include the Money Laundering Prevention Act, 2012 of Bangladesh, the Money Laundering Prevention Rules, 2019 of Bangladesh, the
Anti-Terrorism Act, 2009 of Bangladesh, the Foreign Exchange Regulation Act 1947 of Bangladesh, Anti-Corruption Commission Act, 2004 and
the relevant regulations and guidelines, including but not limited to, guidelines on anti-money laundering, issued and to be issued by the
Bangladesh Bank (Central Bank of Bangladesh), the Malaysian Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 and any
other Applicable Laws in any jurisdiction.

'Applicable Laws' means with respect to any person or thing, any supranational, national, state, provincial, municipal or local law, common law,
regulation, directive, guideline, constitution, act of parliament, ordinance, treaty, convention, by-law, circular, guidance, notice, codes, rule
(including the rules of any applicable stock exchange), order, injunction, judgment, decree, arbitral award, ruling, finding or other similar
requirement enacted, adopted, promulgated or applied by an Authority, including any amendments, re-enactment or replacement of it, that has
the force of law with respect to such person or thing in any relevant jurisdiction.

'Authority' includes any supranational, national, state, municipal or local government, governmental, semi-governmental, intergovernmental,
regulatory, judicial or quasi-judicial body, agency, department, entity or authority, stock exchange or self-regulatory organisation established
under statute and shall include persons exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to
government.
'Axiata Group' means Axiata Group Berhad and its subsidiaries.
'Control' means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or
entity, whether through the ownership of voting securities, by contract or otherwise;
'Declaration' means the declaration required to be signed or agreed whether in written or electronic form by the Supplier prior to the entry into
this Agreement;
'gratification' and 'financial or other advantage' includes facilitation payments, asset, benefit, loan, employment, agreement to render services,
release, discharge of any liability, money, forbearance to demand money, forbearance from exercising any right or power, obtaining favourable
treatment or improper commercial advantage, gifts, entertainment, favours, services or benefits, commission, valuable consideration of any
kind and any service or favour and 'gift' is defined to include all forms of entertainment, travel and hospitalities, donations and sponsorships.
'Politically Exposed Persons' includes any government official, any official of government departments, agencies or instrumentalities, any
official or employee of public international organisations, political party official or, candidate for political office, any employee of a public body,
any employee of a state-owned or controlled entity, or their respective representatives or proxies.

Interpretation and Construction

1.1 In this Agreement, unless the context otherwise requires:
(a) words denoting the singular number include the plural and vice-versa;
(b) words denoting a gender include every gender;
(c) 'person' and words denoting natural persons include bodies corporate and unincorporated, governments, government officials, government
departments, agencies or instrumentalities, officials of government departments, agencies or instrumentalities, public international
organisations, officials of public international organisations, political party, political party officials, candidates for political office, or their
respective representatives or proxies; and
(d) references to any legislation or law shall include any modification, amendment, re-enactment or substitution of that legislation or law and
all regulations, directives, guidelines, by-laws, circulars, guidances, notices, codes, rules and statutory instruments issued under such
legislation or law that has the force of law;
1.2 A rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this
Agreement or any part of it.

Undertakings
2 Supplier shall observe and comply with all Anti-Bribery Laws and shall ensure that its directors, employees, representatives, agents and
sub-contractors do not violate any Anti-Bribery Laws during the term of this Agreement.
3 Supplier shall observe and comply with all Anti-Money Laundering Laws and shall ensure that its directors, employees, representatives,
agents and sub-contractors do not violate any Anti-Money Laundering Laws during the term of this Agreement.

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4 Supplier shall not, under any circumstances and whether directly or through a third party:
(a) give, request, agree to give, promise, offer or authorise the giving, the entry into any agreement to give, promise, offer or payment of, any
gratification or financial or other advantage:
1) to or from any person who is a director, employee or representative of any Axiata Group members or acting on its behalf; or
2) to or from any family member of such director, employee or representative; or
3) to or from any other third party;
as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation to this Agreement or showing
or forbearing to show favour or disfavour to any person in relation to this Agreement; or
4) do or carry out any acts in furtherance of a gift, agreement to give, offer, payment, promise to pay or authorisation referred to in Clause 4(a)
above.

5 Representations and Warranties

Supplier hereby represents and warrants that:

(1) it has not, under any circumstances and whether directly or through a third party:
(a) given, requested, agreed to give, promised, offered or authorised the giving, the entry into any agreement to give, promise, offer or
payment of, any gratification or financial or other advantage, to or from any person who is a director, employee or representative of any Axiata
Group members or acting on its behalf; or
(b) to or from any family members of such director, employee or representative; or
(c) to or from any other third party;
as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation to this Agreement or showing
or forbearing to show favour or disfavour to any person in relation to this Agreement; or
(d) done or carried out any acts in furtherance of a gift, agreement to give, offer, payment, promise to pay or authorisation referred to in
Clause 5(1)(a) above;
(1A) (i) it has not taken any action or acted in any way, in relation to the negotiation or execution of this Agreement and/or any Purchase Order,
that may be in violation of Anti-Bribery Laws or Anti-Money Laundering Laws;
(ii) it has not, under any circumstances and whether directly or through a third party:
(a) given, requested, agreed to give, promised, offered or authorised the giving, the entry into any agreement to give, promise, offer or payment
of, any gratification or financial or other advantage
i. to or from any Politically Exposed Person; or
ii. to or from any family members of such Politically Exposed Person
as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation to this Agreement or showing
or forbearing to show favour or disfavour to any person in relation to this Agreement; or
(b) done or carried out any acts in furtherance of a gift, agreement to give, offer, payment, promise to pay or authorisation referred to in Clause
5(1)(a) above;

(2) at any point in time, Supplier, the directors, controllers, agents or persons who are concerned in the management of the affairs of Supplier,
and entities within the control of Supplier (individually or collectively 'Subject Person') has never been charged or been the subject of
investigation by any regulatory agency or been debarred as a vendor or supplier to any government entity anywhere in the world in relation to
any of the matters described in Clause 5(1)(a) or 5(1)(b);

(3) the Declaration made by Supplier is true, accurate and complete in all material respects; and

(4) Supplier has and will continue to have policies, processes and procedures in respect of bribery, corruption and money laundering in place
and such policies, processes and procedures are consistently implemented, monitored and regularly reviewed.

Obligations
6 If Supplier:
(a) identifies or becomes aware of any credible allegation or evidence indicating (i) that there exists a material weakness in any policies,
processes or procedures of itself, any of its major shareholders, entities within the control of any of its major shareholders or entities within its
control, that results, or would reasonably be expected to result in, a violation or significant risk of violation of any Anti-Bribery Laws or (ii) that
it, any of its major shareholders, entities within the control of any of its major shareholders or entities within its control has violated, is violating,
or is at significant risk of violating, any Anti-Bribery Laws (any such matter, a 'Compliance Matter'); or

(b) receives notice of any deficiency at itself or any of its major shareholders, entities within the control of any of its major shareholders or
entities within its control identified by any Authority having jurisdiction over itself or any such shareholder or entity, whether in a report of
regulatory examination or otherwise and which indicates a violation, or a significant risk of violation, of any Anti-Bribery Laws ('Regulatory
Deficiencies'),
Supplier shall notify Axiata/Robi Axiata Limited in writing of this fact as soon as possible and in any event within seven (7) days.

7 Supplier shall, and shall procure that any of its major shareholders, entities within the control of any of its major shareholders or entities
within its control, promptly develop appropriate responses and remedial actions with respect to any Compliance Matters or Regulatory
Deficiencies and share these plans with Axiata/Robi Axiata Limited.
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Axiata/Robi Axiata Limited shall have the right to review any and all such responses and remedial actions, and Supplier shall, and shall procure
that its major shareholders, entities within the control of any of its major shareholders or entities within its control shall take all actions that
Axiata/Robi Axiata Limited may reasonably request to remedy any such Compliance Matters or Regulatory Deficiencies to the reasonable
satisfaction of Axiata/Robi Axiata Limited.

8 Supplier shall:
(a) conduct its businesses and affairs in an ethical, responsible and accountable manner; and
(b) maintain and develop a culture of compliance and policies and procedures reasonably designed to prevent unethical or improper business
practices.
Supplier shall, and shall ensure that its directors, employees, representatives, agents and permitted or authorised sub-contractors shall, at all
times, act in accordance with the highest ethical standards including in their dealings with any and all Authority.

9 Supplier undertakes to Axiata/Robi Axiata Limited that in performing its obligations under this Agreement, Supplier shall conduct itself
in a manner consistent with Axiata /Robi Axiata Limited's Supplier Code of Conduct accessible at
https://www.axiata.com/our-business/suppliers, which website/webpage may be updated from time to time.

10 Supplier shall immediately report to Axiata if there is any director, employee, representative, agent or sub-contractor of any Axiata Group
members asking for, receiving or attempting to obtain gratification or financial or other advantage for themselves or for others, with reasonable
evidence to Axiata's speak up channels which can be accessed through:
Website: https://axiatagroup.integrityline.com;

Supplier's personnel and third parties

11 Supplier shall be fully responsible for the acts, omissions, defaults and neglect of its directors, employees, representatives, agents and
permitted sub-contractors regardless of whether Supplier has knowledge of the same.

12 Supplier shall not allow any third party to carry out any part of the obligations under this Agreement without Axiata/Robi Axiata Limited's
prior written consent. Notwithstanding the appointment of such third party, Supplier shall remain fully liable to Axiata/Robi Axiata Limited for the
supply and performance of the Services/Deliverables and shall be fully responsible for the acts, omissions, defaults and neglects of such third
party.

Maintaining records
13.1 Supplier must keep accurate and complete records and supporting documentation, both in hard copy and soft copy, to:
- demonstrate that it is in compliance with this Agreement and all Applicable Laws relating to the supply or performance of the
Services/Deliverables and/or anti-bribery, anti-corruption and/or anti-kickbacks; and
- enable Axiata/Robi Axiata Limited to verify the accuracy of such records.

13.2 Supplier must preserve the records and supporting documentation referred to in Clause 13.1 for a minimum period of seven (7) years
from the date of transaction, unless the Applicable Laws prescribe a period longer than 7 years, in which case the longer period shall be
applicable.

14 Audit, Inspection and Access

1. Upon Axiata/Robi Axiata Limited's written request, Supplier shall allow Axiata/Robi Axiata Limited (or its representative or nominee) or any
Authority to audit, inspect and access the relevant offices, premises, properties, facilities, books, records, correspondence, accounts,
supporting documentation, officers and employees (including those of its permitted or authorised sub-contractors), and, to the extent Supplier
is able to do so, its independent auditors for the purpose of investigating, verifying or a combination of both:
a. any Compliance Matter or Regulatory Deficiency and the Supplier's development and implementation of appropriate responses to, and
remediation of, such Compliance Matter or Regulatory Deficiencies;
b. whether Supplier is complying with all Applicable Laws relating to the supply or performance of the Services/Deliverables, anti-bribery,
anti-corruption and anti-kickbacks; and
c. whether Supplier is complying with this Agreement.

The audit, inspection and access by Axiata/Robi Axiata Limited (or its representative or nominee) referred to in this Clause 14 may be conducted
once every six (6) months as well as at any other time or times where there are reasonable grounds for Axiata/Robi Axiata Limited to believe that
there exists any Compliance Matter or Regulatory Deficiency or non-compliance with any Applicable Laws relating to the supply or performance
of the Services/Deliverables, anti-bribery, anti-corruption and anti-kickbacks, during the term of this Agreement and for two (2) years after the
expiry or termination of this Agreement.
The audit, inspection and access by any Authority referred to in this Clause 14 may be conducted at any time and from time to time as required
by such Authority, during and after the term of this Agreement.

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2. Supplier shall, at its own cost, provide Axiata/Robi Axiata Limited (or its representative or nominee) or such Authority all reasonable
assistance requested by Axiata/Robi Axiata Limited (or its representative or nominee) or such Authority in connection with an inspection or
audit including but not limited to facilities, resources, equipment and soft and hard data. Supplier shall ensure that its directors, employees,
representatives, sub-contractors and agents provide full cooperation and access to all relevant information in any such audit or investigation.
Axiata/Robi Axiata Limited, its representative or nominee and such Authority shall be entitled to make and retain copies of records and
supporting documentation.

3. Supplier shall at all times operate a system of accounting in relation to, and maintain complete, detailed and accurate records and supporting
documents for:
a. compliance with all Applicable Law relating to the supply or performance of the services/deliverables and/or all Applicable Law relating to
anti-bribery, anti-corruption and/or anti-kickbacks;
b. the resources used by Supplier in performing its obligations under the Agreement and/or relevant Purchase Order;
c. the unit amounts invoiced to Axiata/Robi Axiata Limited under the Agreement and/or relevant Purchase Order;
d. expenditure, transactions or disbursement concerning the fees relating to the Services/Deliverables and all dealings and transactions in
relation to its business and activities;
e. practices, procedures, systems and general controls relating to the deliverables under the Agreement and/or relevant Purchase Order
(including security);
f. procurement and supply chain practices and activities of Supplier in relation to this Agreement and all Purchase Orders;
g. any Authority's requests in relation to this Agreement and/or any Purchase Order; and
h. any other reasonable purpose as determined by Axiata/Robi Axiata Limited from time to time.

4. All such records and supporting documents shall be maintained by Supplier in accordance with the generally accepted accounting
methodology. Supplier shall retain all such records and supporting documents for a minimum period of seven (7) years from the date of
transaction, subject to Applicable Law which makes it mandatory to preserve such records or supporting documents for a longer period.

5. Axiata/Robi Axiata Limited shall bear its own costs and expenses of the audit carried out by Axiata /Robi Axiata Limited (or its representative
or nominee) under this Clause 14 (Audit, Inspection and Access) unless Supplier fails to perform any of its obligations in accordance with the
Agreement or any Purchase Order or there is a discrepancy in the expenditure, transactions or disbursement of the fees relating to the
Services/Deliverables in which case Supplier shall then bear the costs and expenses associated with the audit. Supplier shall bear its own costs
and expenses of any audit carried out by any Authority under this Clause 14 (Audit, Inspection and Access).

6. This Clause 14 shall survive the expiry or termination of this Agreement.

15 (A) Nothing in Clause 14 shall require Supplier to disclose any information to Axiata/Robi Axiata Limited (or its representative or
nominee) if such disclosure would violate any applicable law; and
(B) if Supplier fails to provide such access or such information in reliance on Clause 15(A) above, Supplier shall:
(1) promptly and in any event within three (3) days provide a written notice to Axiata/Robi Axiata Limited stating that it is withholding such
access or such information and stating the detailed justification therefor; and
(2) use best endeavors to provide such access or information in a way that would not violate such law.

16 Indemnity

Supplier shall on demand defend and indemnify Axiata/Robi Axiata Limited, other members of Axiata Group and their respective directors,
employees, representatives and agents (collectively 'Indemnified Persons') against all claims, demands, actions, proceedings, costs, expenses,
losses, damages and liabilities howsoever incurred, suffered, paid or payable by the Indemnified Persons (including legal costs on a solicitor
client basis and fines and penalties) in respect of any breach or breaches of the representations, warranties, undertakings or obligations dealing
with anti-bribery, anti-corruption or anti-kickbacks as detailed under this Agreement and or Purchase Order. In the course of defending any
claims, demands, actions or proceedings against any Indemnified Person, Supplier shall not make any settlement, compromise, admission or
waiver of any defences available in respect of any such claims, demands, actions or proceedings.
This Clause 16 shall survive the expiry or termination of this Agreement.

17 Termination

Axiata/Robi Axiata Limited may terminate this Agreement, any Purchase Orders or both by giving written notice to Supplier ('Notice'):
a) with immediate effect, if Supplier commits any breach of Clause refer to the representations, warranties, undertakings, indemnity or
obligations dealing with anti-bribery, anti-corruption or anti-kickbacks as detailed under this Agreement and or Purchase Order or Axiata/Robi
Axiata Limited has reasonable belief that this may occur;
b) with immediate effect, if Axiata/Robi Axiata Limited receives a notice from Supplier pursuant to Clause 6 or Clause 1 under 'Conflict' or
Axiata/Robi Axiata Limited has reasonable belief that this may occur;
c) with effect from fourteen (14) days after the date of the Notice, if there is a change of Control of the Supplier;
d) with effect from fourteen (14) days after the date of the Notice, if there is a merger of Supplier or any of its assets or businesses;
e) with immediate effect, if the Declaration is found by Axiata/Robi Axiata Limited to be false, incomplete or misleading.

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18 Step In Rights

18.1 If:
a. Axiata/Robi Axiata Limited receives a notice from Supplier pursuant to Clause 6; or
b. Axiata/Robi Axiata Limited has reasonable cause to suspect or believe that Supplier has committed any breach of Clause refer to the
representations, warranties, undertakings or obligations dealing with anti-bribery, anti-corruption or anti-kickbacks, Axiata/Robi Axiata Limited
may, without limiting any other rights or remedies it may have, step in and manage the provision of deliverables under this Agreement or any
Purchase Order, in whole or part, by itself, through a third party or a combination of itself and the third party. All costs and expense incurred by
Axiata/Robi Axiata Limited under this Clause 18 shall be borne in full by Supplier.

18.2 In the event that Axiata/Robi Axiata Limited elects to exercise its rights under Clause 18.1, Supplier shall provide:
a. Access to, and all relevant rights to use, the facilities, systems, materials, intellectual property rights of Supplier; and
b. Access to all premises in relation to which the Services/Deliverables are provided, at no charge to Axiata/Robi Axiata Limited. Without
prejudice to any rights and remedies Supplier may have, Supplier shall not be entitled to receive or invoice the fees/charges related to such
Services/Deliverables provided or performed by Axiata/Robi Axiata Limited, its personnel or any third party appointed by Axiata/Robi Axiata
Limited. All costs and expenses incurred by Supplier in providing the facilities, systems, materials, intellectual property rights and assistance to
Supplier for such step in pursuant to this Clause 18 shall be borne by Supplier.

19 Conflict

1. Supplier shall declare to Axiata/Robi Axiata Limited all work or relationships that may give rise to conflicts of interest between itself and
Axiata/Robi Axiata Limited and other members of Axiata Group which will materially affect directly or indirectly Supplier ability to supply or
perform the Services/Deliverables.

2. Subject to any restrictions imposed by law or confidentiality obligations, Supplier shall declare the existence of any pending or ongoing
litigation against the Supplier which will materially affect its ability to supply or perform the Services/Deliverables under this Agreement and any
Purchase Order.

Robi Axiata Limited ('Robi') and its majority shareholder, Axiata Group Berhad of Malaysia (collectively referred to as 'Axiata'), are strongly
committed to observing the highest ethical standards in all its procurement activities and as such, the Axiata Anti-Bribery and Anti-Corruption
(ABAC) have been prepared to provide a clear statement of Robi's as well as Axiata's expectation from all of its Suppliers, ensuring that
internationally recognized procurement ethics are followed. I/We, Softwind Tech Ltd, (hereinafter referred to as 'Supplier'), hereby confirm that
I/we have read and understood the terms of the ABAC as attached to this Purchase Order (PO) and warrant, undertake and represent to be
bound by its terms in relation to this Purchase Order 4800019785 and/or any subsequent Contracts and/or amendments and/or addendums and
/or renewals and/or extensions thereof.

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 Data Privacy and Security Annexure

1.1 Definitions
In this Annexure the following expressions shall, unless the context otherwise requires, have the meanings assigned to them below:
"Affiliate" means in relation to a party, a corporation owned or controlled by the Party or which owns or controls the Party or which is owned or
controlled by a parent corporation which also owns that Party.
"Company" means the entity with whom Robi is entering into the Agreement.
"Robi Data" includes, but is not limited to, the data, text, drawings, diagrams, plans, statistics or images (together with any database made up of
any of these) which are embodied in any electronic, magnetic, electromagnetic, optical, tangible or other media,
(a) which are supplied to the Company by or on behalf of Robi
(b) which the Company accesses, processes, stores, transmits or replicates using or on the Company's systems or equipment pursuant to this
Agreement; or
(c) which the Company has custody or control of for purposes connected to this Agreement,
including any Personal Data which Robi controls the Processing of or which comes into the knowledge, possession or control of the Company
pursuant to this Agreement;
"Robi Systems" means the hardware (including computer hardware), software and telecommunications or information technology equipment,
systems and networks used or owned Robi or licensed to Robi by a third party;
"Applicable Privacy Laws" include prevailing privacy and personal data protection laws, rules, regulations, guidelines, directives, etc. in
Bangladesh.
"Best Industry Practice" means, in relation to any undertaking and any circumstances, the exercise of the degree of skill, care, diligence,
prudence, foresight and judgement which could reasonably be expected from highly skilled, experienced persons, entities and world leading
suppliers and contractors engaged in comparable types of undertaking under similar circumstances, applying equivalent or better standards
currently applied in the industry relevant to the Professional Services and any other products, works and services that may
become available to ensure, without limitation, the objectives and obligations identified in this Agreement are achieved and performed that
include best practices and value in respect of price, performance and time to market;
"Commencement Date" means Purchase Order (PO) date;
"Confidential Information" means all information, reports or data such as diagrams, plans, statistics, drawings and supporting records or
materials (whether in writing, orally, or by any electronic or other means), which has come into the possession of the Company before, on or
after the Commencement Date which relate to Robi , its customers (including its customers' customers) or suppliers and shall include but is not
limited to:
(a) data on the network, formulae, photographs, drawings, specifications, software programs, samples and any technical, business plans,
financial or commercial information relating to Robi or
(b) any information relating to its business, operations, processes, plans, intentions, product information, know-how, design rights, trade
secrets, market strategy and opportunities, customer and supplier details and business affairs and any other material bearing or incorporating
any information and documentation relating to Robi; and
(c) any Personal Data which Robi controls the Processing of or which comes into the knowledge, possession or control of the Company
pursuant to this Agreement
"Data Subject" means an individual who is the subject of the Personal Data;
"Deliverables" means the items set out in Schedule 1 including any amendments and modifications as requested by Robi from time to time and
shall include anything compiled, written, provided, created and developed by the Company in relation to the Professional Services, including but
not limited to materials, studies, methodologies, models or general industry perspective and practices, plans, drawings, diagrams, statistics and
reports;
"Malware" means anything, software or device which may impair or otherwise adversely affect the operation of any computer or system, prevent
or hinder access to any program or data (whether by rearranging within the computer or any storage medium or device, altering or erasing, the
program or data in whole or in part, or otherwise), gain unauthorised access to any program, equipment, system or data or collect data or
surveillance without authorisation, including worms, Trojan horses, computer viruses, ransomware, spyware or similar things;
"Party" means a party to this Agreement and "Parties" means the parties to this Agreement;
"Personal Data" means personal data, personal information or data relating to the Data Subject transferred under this Agreement;
"Personnel" means in relation to a party, the employees, directors, officers, agents, advisers, contractors and subcontractors of that party or of
its Affiliates or associates, and the employees, directors and personnel of any such agents, advisers, contractors and subcontractors. The
Company's Personnel shall, in addition to the foregoing, include Sub-Processors;
"Process" or "Processing" means collecting, recording, holding or storing Personal Data or carrying out any operation or set of operations on
Personal Data, including:
(a) the organization, adaptation or alteration of Personal Data;
(b) the retrieval, consultation or use of Personal Data;
(c) the disclosure of Personal Data by transmission, transfer, dissemination or otherwise making available; or
(d) the alignment, combination, correction, erasure or destruction of Personal Data;
"Professional Services" means the services to be provided by the Company to Robi which includes the Deliverables and more particularly set
out in the Scope of Work;
"Scope of Work" means the Company's scope of work for the performance of the Professional Services in accordance with Contract hereto;
"Sub-Processor" means any party appointed by, or on behalf of, the Company to Process Personal Data of Robi in connection with this
Agreement.
2. Data Security and Protection
2.1 In supplying the Deliverables and performing the Professional Services, and in carrying out the other tasks allocated to it in this Agreement,
the Company shall in accordance with Best Industry Practice:

Page 10
(a) do all things that a reasonable and prudent entity would do to ensure that all Robi Data are protected at all times from accidental,
unauthorised or unlawful access, processing or Processing, use or transfer by a third party or loss, misuse, damage or destruction by any
person, including adopt and implement all appropriate technical and organisational measures and controls;
(b) provide and implement protective policies, processes, measures and controls for the Robi Data that are no less rigorous than accepted
industry standards and commensurate with the consequences and probability of accidental, unauthorised or unlawful access to, processing or
Processing, use or transfer of, or the loss, misuse, damage or destruction of, the Robi Data. The Company shall provide Robi with an up-to-date
copy of its written physical, technical and organizational security measures;
(c) comply with Robi's information technology, security, access and usage policies, procedures and directions set out in this Agreement or
notified to it from time to time;
(d) take all necessary steps to prevent any Malware being introduced into any software or onto any of the Robi Systems or any information
technology equipment (including computer hardware), systems or networks used by the Company to access, process or Process, store,
transmit or generate Robi Data or to supply the Professional Services to Robi;
(e) not access or attempt to access the Robi Systems without the prior written consent of Robi;
(f) procure that no unauthorised third party will, as a result of any act or omission of the Company or its Personnel, obtain access to any of the
Robi Data or Robi Systems;
(g) apply security procedures, measures and controls to guard against the misuse, loss, damage, destruction, corruption or alteration of the
Robi Data in the possession or control of (or accessed by) the Company or its Personnel;
(h) ensure that it does not deliberately or negligently misuse, lose, damage, destroy, corrupt, alter or erase the Robi Data on the Robi Systems or
on its own equipment or systems;
(i) not disclose or share passwords, authentication tokens or credentials supplied by Robi to access the Robi Systems to any person other than
its Personnel with a need to know and revoke or remove such access immediately upon any such Personnel no longer having the need to know
or leaving the Company;
(j) immediately notify Robi of any breach of (a) to (i) above; and
(k) develop or adapt for acceptance by Robi a Data Protection Plan ("DPP") that sets out how the Company will deal with and discharge its
obligations in respect of Robi Data (including Personal Data) during the provision of the Professional Services. The DPP must:
(i) be consistent with the requirements of this Agreement (including this Clause 2);
(ii) be consistent with the requirements of all relevant privacy or data protection and other laws, including the privacy or data protection laws of
jurisdictions where any Robi Data is stored, managed or transited;
(iii) specifically deal with cybercrime or cybersecurity risks, including protecting against and monitoring actual, attempted or potential
unauthorised access and rapidly responding to any unauthorised access, cybercrime or cybersecurity breaches in order to limit the effects of
such access, crime or breach and the occurrence of any other such access, crime or breach;
(iv) set out the steps and processes that the Company and Robi will follow to protect the Robi Data from actual, attempted or potential
unauthorised or unlawful access, use, processing or Processing, or transfer, or misuse, damage, destruction, loss or corruption and rapidly
respond to any unauthorised or unlawful access, cybercrime or cybersecurity breaches; and
(v) include any comments from or requirements of Robi from time to time,
and once accepted by Robi, the Company must comply with the DPP.
2.2 If the Company becomes aware of any actual or suspected:
(a) action taken through the use of computer networks that attempts to access the Company#s information system or Robi Data residing on that
system or that results in any actual or potential adverse effect on the Company#s information system or Robi Data residing on that system (a
"Cyber Incident");
(b) any other unauthorised access or use by a third party or misuse, damage or destruction by any person (an "Other Incident"); or
(c) breach of any applicable law by the Company (a "Breach"),
the Company shall:
(i) notify Robi in writing immediately (and no longer than two (2) hours after becoming aware of the Cyber Incident, Other Incident or Breach)
providing full details of the Cyber Incident, Other Incident or Breach and Robi updated at all times thereafter in relation to the Cyber Incident,
Other Incident or Breach; and
(ii) provide sufficient information and assistance to allow Robi to meet their respective obligations to report the Cyber Incident, Other Incident or
Breach to the relevant authorities or inform the Data Subjects under the applicable privacy or data protection and other laws. The Company shall
co-operate with Robi, and the relevant authorities to take all reasonable steps to assist in the investigation, mitigation and remediation of the
Cyber Incident, Other Incident or Breach;
(iii) comply with the DPP and all other directions issued by Robi in connection with the Cyber Incident, Other Incident or Breach, including in
relation to:
(1) notifying any relevant body, as required by the DPP or Robi;
(2) obtaining evidence (including digital forensic evidence) about how, when and by whom the Company#s information system or the Robi has or
may have been compromised, providing it to Robi on request, and preserving and protecting that evidence for a period of at least twelve (12)
months;
(3) implementing any mitigation strategies to contain and reduce the impact of the Cyber Incident, Other Incident or Breach or the likelihood or
impact of any future similar event, incident or breach; and
(4) recovering and restoring the Professional Services (if affected) and preserving and protecting Robi Data (including as necessary reverting to
any backup or alternative site or taking other action to recover Robi Data).
Notwithstanding anything contained in this Agreement, Robi may suspend the transfer of Robi Data to the Company until such Cyber Incident,
Other Incident or Breach has been rectified or the Processing of Robi Data under this Agreement is terminated.
2.3 The Company shall ensure that:
(a) all subcontracts, other supply chain arrangements and contracts with Sub-Processors, which may allow or cause access to Robi Data,
contain provisions that are at least as stringent as those in this Clause 2 and do not contain any provisions that are inconsistent with this

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Clause 2; and
(b) all the Company's Personnel who have access, directly or indirectly, to Robi Data or Robi Systems comply with this Clause 2 as if the
Personnel were the Company.
2.4 The Company shall at all times comply with the Applicable Privacy laws in respect of the Processing, dealing, remote access or transfer of
Personal Data of Robi , including but not limited to Personal Data of the customers or employees of Robi. The Company shall not do or omit to
do anything that would cause Robi Group to contravene, or that would result in Robi Group contravening, any Personal Data Laws.
2.5 The Company shall only Process Personal Data of Robi for the sole purpose of performing the Professional Services and in accordance with
the respective instructions and policies of Robi. The Company shall immediately notify Robi if it believes that the data Processing instruction
infringes the applicable privacy or data protection laws.
2.6 The Company shall not transfer or remotely access Personal Data of Robi Group without the prior written consent of Robi. The Company
shall ensure that any transfer of, or remote access to, Personal Data of Robi Group does not contravene any provisions of this Agreement or
any applicable laws and that such Personal Data is adequately protected at all times. All transfer of such Personal Data shall be encrypted or be
secured in other ways and the Company shall ensure that the third party, whom the Personal Data transferred to, adheres.to the same
obligations as the Company's obligations with respect to Robi Data (including Personal Data) and Confidential Information in this Agreement.
The Company shall be responsible for verifying the third party's compliance. The Company shall be fully responsible to Robi for any
non-compliance by any third party with the aforesaid obligations or any applicable laws.
2.7 The Company shall not engage a Sub-Processor to Process any Personal Data of Robi or change any Sub-Processor without the prior
written consent of Robi. Where the Company engages any such Sub-Processor, the Company shall ensure that the Sub-Processor adheres to
the same obligations as the Company's obligations with respect to Robi Data (including Personal Data) and Confidential Information in this
Agreement. The Company shall be responsible for verifying the Sub-Processor's compliance. The Company shall be fully responsible to Robi
for any non-compliance by any Sub-Processor with the aforesaid obligations or any applicable laws.
2.8 The Company shall assist Robi to handle and comply with their respective obligations in complying with Data Subjects' rights. If the
Company or its Sub-Processor receives a complaint or any request (including any request for access to or correct the Personal Data) from any
Data Subject or his/her agents, or from any authority, the Company must, without undue delay, inform Robi of the complaint or request. Upon
request by Robi, the Company shall, without undue delay, supply the information to Robi to enable them to respond to such complaint or
request. The Company shall not respond to these complaints or requests unless instructed in writing by Robi.
2.9 The Company shall establish and maintain a record of Personal Data Processing activities in electronic form. Such record shall, at the
minimum, contain the following information:
(a) types/categories of Personal Data Processed;
(b) transfer details, including countries transferred to and the safeguards for the transfer;
(c) information of the Sub-Processor and details of the Processing activity;
(d) specific data security requirements;
(e) information of the Company and its Data Protection Officer or appointed officer responsible for the Processing of Personal Data;
(f) technical and organizational security measures employed by the Company to safeguard Personal Data.
The Company shall furnish a copy of the up-to-date record to Robi upon request.
2.10 The Company shall provide reasonable assistance to Robi with any data protection impact assessment and consultation with supervisory
authority, when required by Robi.
2.11 (a) Robi may conduct, or require a third party nominated by them to conduct, a security audit of the Company's facilities, safeguards,
policies, procedures and security measures in place to protect the Robi Data and Confidential Information at any time and from time to time
during the Term, including if directed by the data protection authority or if necessary due to any accidental, unauthorised or unlawful access to,
processing or Processing, use or transfer of, or loss, misuse, damage or destruction of, any Robi Data. The Company shall make available all
information necessary to demonstrate compliance with the provisions of this Agreement and privacy or data protection laws. The Company may
engage its own auditor, provided such auditor is acceptable to Robi, and shall furnish the auditor's report to Robi for their review. Subject to
Clause 2.11(b), each Party will bear its own cost of audit.
(b) Robi will review the results of the security audit with the Company. If such results demonstrate that the Company has breached any of its
obligations, or that the Company's safeguards and security measures in place to protect the Robi Data or Confidential Information do not meet
industry best practice standards, or there is a reasonable risk of material security breaches, the Company shall (without limiting Robi's rights
and remedies):
i. pay Robi's costs associated with the security audit; and ii. promptly take such steps as are necessary to remediate the issues identified in
respect of the safeguards and security measures to at least the industry standard identified as adequate in the security audit and will provide to
Robi regular status updates of such remediation. The frequency of such status updates will be agreed upon by the Robi but in any event will be
at least once every seven (7) days.
2.12 In respect of Personal Data:
(a) in the event of any conflict or inconsistency between Clause 2.4 and any other provisions in this Agreement, the former shall prevail to the
extent of the conflict or inconsistency;
(b) if compliance with any mandatory Personal Data Laws will result in any conflict with any provisions in this Agreement, the Company shall
comply with such mandatory Personal Data Laws to the extent of the conflict; and
(c) in the event of any conflict or inconsistency between any provisions in Clause 2 and any provisions in confidentiality clause of this
Agreement, the former shall prevail to the extent of the conflict or inconsistency.
[2.13 The Company shall comply with all the obligations, requirements and provisions set out in the Appendix hereto.]
3. Consequences of Termination
3.1 Where this Agreement is terminated:
(a) the Company shall permanently destroy, or return to Robi and other relevant member(s) of the Robi, all Confidential Information and
Deliverables or deal with the same in the manner instructed by Robi, within the earlier of the time period required under law (if any) and fourteen

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(14) days after the termination or expiry of this Agreement ("Execution Date"), and shall provide a written confirmation to this effect to Robi
within seven (7) days of the Execution Date;
(b) the Company shall, at no cost and expense Robi, make available Personnel and take immediate steps to assist Robi to ensure a smooth
transition if a third party has been appointed to replace the Company in the performance of its obligations under this Agreement. The Company
shall support Robi with any transfer of Personal Data to a third party if required by them;
(c) the Company shall take immediate steps to cease the Professional Services in a prompt and orderly manner, discontinue from making
commitments and shall proceed to cancel all existing orders and terminate all works under this Agreement as promptly as is practicable and
hand over all Deliverables and other related materials to Robi; and
(d) Robi shall not be liable to the Company by virtue of early termination of this Agreement including but not limited to any claim for loss of
profits and revenue or prospective profits.
3.2 The termination or expiry of this Agreement shall not prejudice the rights of either Party to sue for damages or to obtain any other relief in
respect of any antecedent breach of the terms of this Agreement by the other Party prior to such termination or expiry

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