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Subcontract Agreement By and Between Dexis and Company NameMonth Day, Yearg)Adjustments to Fixed Price Based on Changed Scope of Work. The ceilingprice of this Agreement is subject to equitable adjustment as determined by Dexis in its solediscretion if the Scope of Work is modified or if Work is not performed or delivered as providedin the Scope of Work.h)Setoff/Recoupment. In the event that the Subcontractor fails or refuses topay or reimburse Dexis for any expense, cost, claim, or damage for which the Subcontractoris obligated under this Agreement, Dexis shall have the right to set-off and recoup suchexpense, costs, claim, or damage against any sums otherwise due the Subcontractor underthis Agreement or other agreements.i)Refunds. If, at any time during the life of the Agreement or as a result of anaudit of the Program or the Contract during or after the completion of the Agreement, it isdetermined that funds Dexis paid under this Agreement were expended for purposes not inaccordance with the terms of this Agreement or payment for the Work or the ReimbursableItems has otherwise been disallowed by USAID, Subcontractor shall promptly refund suchamounts to Dexis. This section will survive any expiration of termination of this Agreementfor a period of five years after all audits of the Program or the Agreement are final.Article 4.Administration of Agreement/Technical Directiona)Dexis Contractual Representative Authority. The Dexis ContractualRepresentative has the sole authority to approve changes to the Agreement Terms andConditions this Agreement (including, but not limited to, Scope of Work, price, quantity,technical specifications, delivery schedules, and Agreement terms and conditions). TheSubcontractor shall bring all contracting disputes or issues promptly to the attention of theDexis Contractual Representative. Only the Dexis Contractual Representative is authorized toformally resolve such problems on behalf of Dexis.b)Dexis Technical Representative Authority. Dexis’ Technical Representativeis authorized to take the following actions:1. Verify that the Subcontractor performs the technical requirements of theAgreement in accordance with the Agreement terms, conditions, and specifications.2. Perform or cause to be performed, necessary inspections of the Work and requirethe Subcontractor to correct all deficiencies in the Work to the satisfaction of Dexis.3. Maintain all liaison and direct communications regarding technical directions withthe Subcontractor. Written communications with the Subcontractor regardingtechnical directions may be signed by Dexis’ Technical Representative.4. Issue written interpretations of technical requirements and specifications.5. Monitor the Subcontractor's productivity or performance progress and notify theSubcontractor in writing of deficiencies observed, and direct appropriate correctiveaction. Record and report to the Dexis Contractual Representative incidents offaulty or nonconforming Work, delays or problems.6. Coordinate necessary security clearance and appropriate identification if access toGovernment facilities is required. Ensure that Dexis furnished property is availableif required.Revision: 0Effective Date: 1/31/2018Dexis Proprietary InformationUncontrolled when PrintedPage 4 of 44

Subcontract Agreement By and Between Dexis and Company NameMonth Day, Yearc)Dexis Technical Representative Limitation of Authority. The DexisTechnical Representative is not empowered to award, agree to, or sign any subcontract(including any task or purchase order(s)) or modification(s) to this Agreement or anysubcontract, or in any way to obligate the payment of money by Dexis. The Dexis TechnicalRepresentative may not change the Agreement schedule, Obligated Amount, or SOW. Allagreements, commitments, or modifications which involve costs, quantities, quality, orschedules shall be made only by the Dexis Contractual Representative or designee. Liaisonand direct communications regarding Agreement terms and modifications to the SOW of thisAgreement shall be through the Dexis Contractual Representative or designee.Subcontractor’s written communications regarding contractual specifications should be sentto the Dexis Contractual Representative (with a copy furnished to the Dexis TechnicalRepresentative).Article 5.Relationship of Parties; Taxesa)Relationship of Parties. The parties shall act as independent Subcontractorsin all matters pertaining to this Agreement and nothing in this Agreement shall be construedto create a partnership, joint venture or agency relationship, express or implied, between theparties. Further, the employees or agents of one party shall not be deemed to be employeesor agents of the other for any purposes, and each party shall be solely responsible for paymentof all compensation owed to its employees, Subcontractors, consultants or other retainedpersonnel.b)Taxes. The fees payable to the Subcontractor are inclusive of all taxes, excepta withholding tax of 5% or such percentage as applicable under the law, which Dexis willdeduct and remit to KRA. Dexis shall not be deducting any other Income Tax at source orService Tax, however, the Subcontractor shall be liable for payment of appropriate IncomeTax and all other taxes on such fees of any, and keep Dexis saved, indemnified and harmlessfrom all taxation liability in Kenya. The Subcontractor shall supply Dexis with its PIN certificateon or before execution of this contract. Any tax or duty from which the United StatesGovernment is exempt by agreement with the Government of Kenya, or from which theSubcontractor is exempt under the laws of Kenya, shall not constitute an allowable cost underthis Subcontract.Article 6.Insurance. The Subcontractor shall purchase and maintain throughout thecourse of the Program and period of performance of this Agreement, such insurance as willprotect the Subcontractor, Client, and Dexis from the following claims which may arise out ofor result from its operations hereunder (whether by itself, any Subcontractors, anyone directlyor indirectly employed by any of them, or anyone for whose acts any of them may be liable):claims under workmen's compensation, disability benefit and other similar employee benefitacts; claims for damages because of bodily injury, occupational sickness or disease, or death,of its employees or any other person; claims which are sustained by any person as a resultof the actions of the Subcontractor or by any other person; and claims for damages becauseof injury to or destruction of tangible property, including loss of use resulting there from. TheSubcontractor will provide Dexis with satisfactory evidence of compliance with thisrequirement. The Subcontractor is otherwise responsible and assumes any liability notcovered by the insurance coverage and amounts stated below.The following are the required types of coverage and minimum amounts for each:a)Worker’s Compensation.Revision: 0Effective Date: 1/31/2018Dexis Proprietary InformationUncontrolled when PrintedPage 5 of 44

Subcontract Agreement By and Between Dexis and Company NameMonth Day, Year1. Before commencing performance under this Agreement, establish provisions toprovide for the payment of disability compensation and medical benefits to coveredemployees and death benefits to their eligible survivors, by purchasing DefenseBase Act (DBA) insurance pursuant to the terms of the contract between USAIDand USAID’s DBA insurance carrier unless the Subcontractor qualifies as a selfinsurer under the Longshore and Harbor Workers’ Compensation Act (33 U.S.C.932) as extended by the Defense Base Act (42 U.S.C. 1651, et seq.), or has anapproved retrospective rating agreement for DBA. The Subcontractor mustcontinue to maintain these provisions to provide such Defense Base Act benefitsuntil Agreement performance is completed.2. If USAID or the Subcontractor has secured a waiver of DBA coverage in forSubcontractor’s employees who are not citizens of, residents of, or hired in theUnited States, the Subcontractor agrees to provide such employees with worker’scompensation benefits as required by the laws of the country in which theemployees are working (and in particular Work Injury Benefit Act, 2007 Laws ofKenya and all the enabling Laws), or by the laws of the employee’s native country,whichever offers greater benefits. The Department of Labor has granted partialblanket waivers of DBA coverage applicable to USAID-financed contractsperformed in countries listed in the DEFENSE BASE ACT (DBA) WAIVER LIST.3. Within ten days of an employee’s injury or death or from the date the Subcontractorhas knowledge of the injury or death, submit Form LS-202 (Employee’s First Reportof Injury or Occupational Illness) to the Department of Labor in accordance withthe Longshore and Harbor Workers’ Compensation Act (33 U.S.C. 930(a), 20 CFR702.201 to 702.203).4. Pay all compensation due for disability or death within the timeframes required bythe Longshore and Harbor Workers’ Compensation Act (33 U.S.C. 914, 20 CFR702.231 and 703.232).5. Provide for medical care as required by the Longshore and Harbor Workers’Compensation Act (33 U.S.C. 907, 20 CFR 702.402 and 702.419).6. If controverting the right to compensation, submit Form LS-207 (Notice ofControversion of Right to Compensation) to the Department of Labor in accordancewith the Longshore and Harbor Workers’ Compensation Act (33 U.S.C. 914(d), 20CFR 702.251).7. Immediately upon making the first payment of compensation in any case, submitForm LS-206 (Payment of Compensation Without Award) to the Department ofLabor in accordance with the Longshore and Harbor Workers’ Compensation Act(33 U.S.C. 914(c), 20 CFR 702.234).8. When payments are suspended or when making the final payment, submit FormLS-208 (Notice of Final Payment or Suspension of Compensation Payments) to theDepartment of Labor in accordance with the Longshore and Harbor Workers’Compensation Act (33 U.S.C. 914 (c) and (g), 20 CFR 702.234 and 702.235).9. Adhere to all other provisions of the Longshore and Harbor Workers’ CompensationAct as extended by the Defense Base Act, and Department of Labor regulations at20 CFR Parts 701 to 704.Revision: 0Effective Date: 1/31/2018Dexis Proprietary InformationUncontrolled when PrintedPage 6 of 44

Subcontract Agreement By and Between Dexis and Company NameMonth Day, Year10. For additional information on the Longshore and Harbor Workers’ CompensationAct requirements see http://www.dol.gov/owcp/dlhwc/lsdba.htm.11. The Subcontractor must insert the substance of this clause including this paragraph(c), in all subcontracts to which the Defense Base Act applies.12. Where any of the provision of these laws is inconsistent with the Kenyan laws theKenyan law shall take precedentb)Public Liability Insurance. Throughout the period when work is performedand until final acceptance by Dexis, Subcontractor shall carry and maintain and ensure thatall subcontracts carry and maintain, Public Liabilty Insurance Coverwith available limits of notless than One Million Dollars ( 1,000,000) or the equivalent thereof in whatever currencydenominated per occurrence, for bodily injury and property damage combined. Suchinsurance shall contain coverage for all premises and operations, broad form propertydamage, contractual liability (including, without limitation that specifically assumed underArticle 18 herein). Such insurance shall not be maintained on a per project basis unless therespective Subcontractor, or Subcontractors, does not maintain blanket coverage.c)Automobile Liability. The amount of liability coverage on Subcontractor’spolicies shall be commensurate with any legal requirements of Kenya and sufficient to meetnormal and customary claims. Such liability coverage is applicable to both personal and thirdparty accident insurance claims.d)Proof of Insurance. Prior to the commencement of the Work, Subcontractorshall provide for Dexis’ review evidence of Insurance reflecting full compliance with therequirements set forth above, as applicable in the form of a Certificate of Insurance and otherrelated documents. Such documents shall be kept current and in compliance throughout theperiod when work is being performed and until final acceptance by Dexis, and shall, based onSubcontractor’s best efforts, provide for thirty (30) days advance written notice to Dexis inthe event of cancellation. Failure of Subcontractor or any Subcontractors to furnish Proof ofInsurance, or to procure and maintain the insurance required herein, or failure of Dexis torequest such proof of coverage shall not constitute a waiver of the respective Subcontractorsobligations hereunder.e)Medevac. Unless otherwise determined by the Dexis ContractualRepresentative, the Subcontractor is required to provide Medical Evacuation coverage for allof its employees who are U.S. citizens, U.S. permanent residents, third country nationals andtheir dependents. Information on Medevac requirements and providers will be provided toSubcontractor on request.Article 7.Records; Audita)Property. Any hardware or software or any equipment, purchased or acquiredby the Subcontractor, for discharging and performing his services under this agreement butpurchased, obtained or acquired out of the funds of Dexis shall be the absolute property ofDexis and the Subcontractor shall have no interest whatsoever whether legal or beneficialtherein. Dexis must provide approval before any hardware, software, or equipment can beacquired by the Subcontractor.b)Records. Subcontractor shall maintain complete and accurate recordspertaining to performance of the Scope of Work and any non-expendable property purchasedRevision: 0Effective Date: 1/31/2018Dexis Proprietary InformationUncontrolled when PrintedPage 7 of 44

Subcontract Agreement By and Between Dexis and Company NameMonth Day, Yearas contemplated in the Scope of Work. Financial records, supporting documents, statisticalrecords and all other records related to this Agreement shall be retained by Subcontractorunless and until their destruction is authorized by Dexis. Subcontractor shall retain all recordsassociated with the performance of this Agreement in accordance with their own documentretention policy and for no less than seven (7) years after completion of the Agreement.c)Inspection/Audit. The Subcontractor shall comply with the requirements ofFAR 52.215-2 “Audit and Records – Negotiation” (January 2004), 52.215-2 REQUIREMENTSFOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA; and52.216-7 “Allowable Cost and Payment” (December 2002). The Subcontractor agrees toprovide access to its offices and facilities, maintain its books and records, documents,computerized records, projections, and other supporting data in accordance with either UnitedStates Generally Accepted Accounting Practices (GAAP) or International Accounting Standards(IAS), as applicable, which properly reflect all direct and indirect elements of cost of whatevernature, whether incurred, or anticipated to be incurred, for the performance of any work, oranticipated work, under this Agreement.Article 8.Confidentiality and Release of Information; Publicity; IntellectualPropertya) Confidentiality and Intellectual Property. All data, information, materials,documentation and the like (including such data and materials which are electronically stored)processed, developed, conceived or created directly or indirectly by the Subcontractor orresulting from or under this agreement shall be the sole and absolute property of the Dexisand all Copy right therein shall automatically vest in Dexis and the Subcontractor shall haveno right or interest therein.The Subcontractor shall –(a) keep and hold all data, information, documents relating to the affairs of Dexis(hereinafter collectively referred to as “the Information”) which may, directly orindirectly, come to his/her knowledge, in confidence and shall not discuss,communicate or transmit such Information to others or make any unauthorisedcopy of or use the Information for any purposes unrelated to the affairs of Dexis;(b) use and apply the Information only in accordance with the direction and policy ofDexis;(c) take all reasonable steps and actions to prevent unauthorised use or disclosure ofand to protect the confidentiality and interest of Dexis in such Information.Provided however, nothing contained in the above clause of CONFIDENTIALITY ANDINTELLECTUAL PROPERTY shall apply to any information which is in public domain.b)Unauthorized Disclosure of Information. If Subcontractor breaches theterms of this Article, or if Dexis has a reasonable basis to believe that the other party is aboutto breach the terms of this Agreement, Dexis shall have the right to enjoin the other partythrough a restraining order and/or injunction process. This remedy is non-exclusive, andincludes the right to seek all other legal or equitable remedies available to it. Should Dexisneed to enforce the provisions of this Article, the Subcontractor agrees to pay all of Dexis’costs and expenses including court costs and attorneys’ fees, which are incurred in bringingthe enforcement action.c)Survival. The requirements of this Article shall survive any termination orexpiration of the Agreement.Revision: 0Effective Date: 1/31/2018Dexis Proprietary InformationUncontrolled when PrintedPage 8 of 44

Subcontract Agreement By and Between Dexis and Company NameMonth Day, Yeard)Publicity. The Subcontractor shall not publish or publicly disseminate anyinformation or data derived or obtained from or in connection with any services renderedhereunder, without the prior written consent of Dexis which shall not be unreasonablywithheld. Before any publicity or publication is released by the Subcontractor concerning orinvolving the Subcontractor’s efforts in connection with this Subcontract, the Subcontractorshall provide Dexis a reasonable opportunity to review in advance and approve any suchpublicity or publication. The Subcontractor shall promptly provide to Dexis a copy of anypublicity or other publications discussing the Subcontractor’s performance in connection withthis Agreement.Article 9.No Assignment; No Right to SubcontractThe Subcontractor shall not assign this Agreement, or any interest herein, or any paymentdue or to become due, or any right or claim hereunder, or subcontract any portion of theWork without the prior written consent of the Dexis Contractual Representative. Anyassignment not conforming to this requirement shall be ineffective and void. For the avoidanceof doubt, Subcontractor’s use of personnel who are independent Subcontractors rather thanemployees shall not be considered subcontracting so long as Subcontractor remains fullyresponsible in all respects for such personnel to the same extent as if they were employeesof Subcontractor.Article 10.Non- SolicitationNeither party shall knowingly solicit, recruit, hire or otherwise employ or retain any employeeof the other, performing under this Agreement, during the term of this Agreement, and forone year following the termination or expiration of this Agreement, without the prior writtenconsent of the other party. This provision shall not prevent any employee of either partyapplying for a publicly advertised position of the other.Article 11.Communications with ClientAll of the Subcontractor’s contractual written or oral communications with or to the Client, orlocal agencies relative to work under the Subcontract, must be through or with theauthorization of Dexis’ Contract Administrator. Should Subcontractor be required tocommunicate directly with Dexis’ Client, Subcontractor shall request written consent fromDexis within a reasonable amount of time prior to any communications taking place, and suchconsent shall not be unreasonably withheld.Article 12.Compliance with Lawsa)Compliance with Laws. Subcontractor shall comply with all laws, ordinances,rules and regulations of the United States of America and the laws of any country in whichthis Agreement will be performed to the extent that such laws are applicable to Subcontractor,this Agreement or the performance of the Work. Subcontractor has all licenses, permits andauthorizations required under all applicable laws to perform the Work.b)Debarment/Suspension.1. No Debarment. Subcontractor represents for itself and its principals, owners,officers, employees, and directors that none of them is presently suspended ordebarred, or otherwise listed in the System for Award Management (“SAM”)Revision: 0Effective Date: 1/31/2018Dexis Proprietary InformationUncontrolled when PrintedPage 9 of 44

Subcontract Agreement By and Between Dexis and Company NameMonth Day, Year(https://www.sam.gov/SAM/) as excluded from receiving Federal contracts,subcontracts, or Federal financial and non-financial assistance and benefits or asineligible to participate in federally funded programs.2. No Subcontracts with Debarred Parties. Subcontractor shall not enter into anysubcontract with an entity or individual that is debarred, suspended, or proposedfor debarment. Subcontractor shall verify that no lower tier subcontractor,regardless

Subcontract Agreement By and Between Dexis and Company Name Month Day, Year Revision: 0 Effective Date: 1/31/2018 Dexis Proprietary Information Uncontrolled when Printed Page 3 of 44 b) Payment Schedule. Dexis will pay the Subcontractor in accordance with the payment schedule set forth herein, in paragraph (f) below, and in Attachment B for Work