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conversations.value: What is 'sec 4. PROJECTS' for this: (TRANSLATION) OUTSOURCING AGREEMENT
  This Outsourcing Agreement (hereinafter "Agreement") is effective as from the 1st day of January, 2009, by and between:
  Parties to this agreement
  SILICON SMELTERS << Pty >> Ltd, registration nr 1998/019036/07, VAT n° 4310178506, Registered office at Beyersnek Road, PO Box 657 Polokwane - South Africa, represented by Benoit Emile Norbert Ollivier, Managing Director, acting pursuant to the powers granted to him by the Board on the 22nd of May, 2008 (hereinafter referred to as "the Customer"),
  AND
  ESPACIO INFORMATION TECHNOLOGY, SA., a public limited company with place of business in P° de la Castellana, N° 259, 28046, Madrid, SPAIN, and represented by Mr. Carlos Lafitte as Chief Executive, in virtue of his powers, currently in force, conferred to him the 23rd of January of 1996 (Protocol No. 134), before Mr. Jose Maria Lucena Conde, Notary Public in Madrid, (hereinafter referred to as "EIT"). 1
  Source: FERROGLOBE PLC, F-4/A, 6/24/2015
  1. RECORDINGS
  This Agreement is being made and entered into with reference to the following facts:
   1.1. Silicon Smelters and EIT both belong to the GROUP VILLAR MIR.
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conversations.value: 4. 5. WORK PLACE AND NATURE OF SERVICES
   5.1. The services described in this Agreement are provided from the following location: EIT, P° de la Castellana, 259D, 28046, Madrid,SPAIN.
   5.2. For this reason, EIT uses its own IT environment, as well as the local equipment of the Customer, connected by a teleprocessingsystem to the Central Server of EIT.
   5.3. If necessary, EIT personnel will travel, in prior agreement with the Customer, to the different factories of the company. In this case, thetravelling expenses (travel, accommodation and meals) will be paid by the Customer.
   5.4. The IT environment belongs to EIT during the total course of the Agreement, with exception of the services subcontracted to thirdparties by EIT, for which the subcontractor will be responsible.
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conversations.value: Fill in the missing spans: (TRANSLATION) OUTSOURCING AGREEMENT This Outsourcing Agreement (hereinafter "Agreement") is effective as from the 1st day of January, 2009, by and between: Parties to this agreement SILICON SMELTERS << [spans 1] the powers granted to him by the [spans 2] Customer"), AND ESPACIO INFORMATION TECHNOLOGY, SA. , a public limited company with [spans 3] Mr. Carlos Lafitte as Chief Executive, in virtue of his powers, [spans 4].
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conversations.value: spans 1: Pty >> Ltd, registration nr 1998/019036/07, VAT n° 4310178506, Registered office at Beyersnek Road, PO Box 657 Polokwane - South Africa, represented by Benoit Emile Norbert Ollivier, Managing Director, acting pursuant to 
  spans 2: Board on the 22nd of May, 2008 (hereinafter referred to as "the 
  spans 3: place of business in P° de la Castellana, N° 259, 28046, Madrid, SPAIN, and represented by 
  spans 4: currently in force, conferred to him the 23rd of January of 1996 (Protocol No
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conversations.value: The rest of this: 134), before Mr. Jose Maria Lucena Conde, Notary Public in Madrid, (hereinafter ...
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conversations.value: Rest of text: referred to as "EIT").1 Source: FERROGLOBE PLC, F-4/A, 6/24/2015 1. RECORDINGS This...
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conversations.value: Agreement is being made and entered into with reference to the following facts: 1.1. Silicon Smelters and EIT both belong to the GROUP VILLAR MIR.1.2. The Customer is a company that manufactures...
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conversations.value: ferro-alloys in both its factories: Polokwane and Rand Carbide.1.3.
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conversations.value: The rest of this: EIT is a company that installs, integrates and develops the management and maintenance of Data Processing Systems, and desires toperform for the Customer the ...
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conversations.value: Rest of text: outsourcing services described in this Agreement.1.4.
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conversations.value: Fill in the missing words: GROUP VILLAR MIR demands the Customer [words 1] the management services of the group, developed [words 2] andsubcontract the management of its IT infrastructure to EIT. In consideration [words 3] payments to be made and services to [words 4] performed hereunder, the parties agree as follows: 2. [words 5] 2.1. The Agreement documents: 2.1.1. The [words 6] renders to the Customer's users on all [words 7].
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conversations.value: words 1: to use 
  words 2: and maintained by EIT, 
  words 3: of the 
  words 4: be 
  words 5: PURPOSE OF AGREEMENT 
  words 6: services EIT 
  words 7: the company's levels; 2.1.2
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conversations.value: The rest of this: The clauses made regarding services and ...
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conversations.value: Rest of text: products between the Customer and EIT.2.1.3.
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conversations.value: The rest of this: The terms and conditions under which the Customer agrees to purchase and EIT agrees to provide the Services.2.2. The definitions that apply in the present Agreement are listed in Annex 1.2.3. The ...
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conversations.value: Rest of text: scope of application of this Agreement is restricted to the IT Management System of the Customer.
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conversations.value: Fill in the missing spans: The IT involving the industrialand production ... Agreement.2.4. The supervision of the Agreement is assured by EIT, represented by its Chief Executive, and by the Customer, represented by its Headof Information Technology Department.2.5. These specific services can be grouped in different types: 2.5.1. Network 2 ...
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conversations.value: spans 1: environments is excluded from this 
  spans 2: Source: FERROGLOBE PLC, F-4/A, 6/24/2015 2.5.2
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conversations.value: The rest of this: Servers ...
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conversations.value: Rest of text: 2.5.3.
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conversations.value: The rest of this: Applications 2.5.4. ...
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conversations.value: Rest of text: User Workstations...
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conversations.value: 2.5.5.
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conversations.value: Fill in the missing spans: Standard software licences 2.5.6. Definition of the agreed guidelines for negotiation 3. DESCRIPTION OF THE SERVICES RENDERED BY EIT The specific services rendered by EIT according [spans 1] 3.1. NETWORK EIT is in charge of the remote Network, which connects each workstation of the Customer to [spans 2].
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conversations.value: spans 1: to this Agreement include the following: 
  spans 2: the Central Server of EIT and to Internet (hereinafter "WAN")
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conversations.value: The rest of this: The internal network of the factories (hereinafter "LAN") is excluded from this Agreement and the Customer is responsible for it.3.1.1. The Customer has contracted, ...
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conversations.value: Rest of text: taking into account the technological standards defined by EIT, an external company (hereinafter "Network Supplier") for the setting up and the management of the Network.
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conversations.value: The rest of this: This Network Supplier is accountable to the Customer for the management of the Network.3.1.2. EIT commits itself to monitor the Network during working hours in South Africa, up to where the service rendered by theNetwork Supplier allows.3.1.3. EIT commits itself to alert the IT Department of the Customer when any malfunction (power cut, saturation, etc. ) is identified, and to carry out the necessary ...
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conversations.value: Rest of text: actions with the Network Supplier in order to solve this malfunction as quickly as possible.3.1.4. EIT commits to assure a high availability (availability rate defined in Annex 2) and the proper performance (response timeand no saturation) of the Network during working hours in South Africa (established in Annex 2).3.1.5.
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conversations.value: Fill in the missing words: The Customer and EIT commit themselves to give each [words 1] of malfunction with the Network Supplier.3 Source: [words 2].
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conversations.value: words 1: other notice of any case 
  words 2: FERROGLOBE PLC, F-4/A, 6/24/2015 3.2
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conversations.value: The rest of this: EIT is in charge of the list of servers (hereinafter "Servers") provided in Annex ...
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conversations.value: Rest of text: 3.3.2.2. The Customer is responsible for the maintenance of the hardware of the local servers.3.2.3.
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conversations.value: The rest of this: EIT is responsible for the maintenance ...
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conversations.value: Rest of text: of the hardware of the Central...
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conversations.value: Server.3.2.4.
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conversations.value: The rest of this: EIT commits to monitor the Servers during working hours in South Africa.3.2.5. EIT must alert the IT Department ...
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conversations.value: Rest of text: of the Customer if any problem should occur in any of the Servers, within the timeestablished in Annex 2.3.2.6.
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conversations.value: The rest of this: EIT commits to solve any problems that may arise in the Servers, ...
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conversations.value: Rest of text: within the time established in Annex 2.3.2.7.
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conversations.value: Fill in the missing spans: EIT is in charge of supervising [spans 1] backups. For this, it has provided the Customerwith a backup process.3.2.8. The Customer commits to follow the backup process [spans 2] him.3.2.9. The Customer must alert EIT of any incidence it might detect by sending an electronic mail to sistemas@eit. es.3.3. APPLICATIONS EIT provides and [spans 3] the table in Annex 4). For each of these applications, EIT commits to: 3.3.1. Provide the Customer with hardware installations (servers, disks, backup tapes, etc.
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conversations.value: spans 1: and assuring the proper performance of the 
  spans 2: that EIT has provided for 
  spans 3: is responsible for the support and maintenance of the applications (defined in
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conversations.value: The rest of this: ) which enable the performance of theapplication.3.3.2. Assure the availability of the application (which varies for each application, defined in Annex 2).4 Source: FERROGLOBE PLC, F-4/A, 6/24/2015 3.3.3. Monitor the applications to analyse the transaction charges and carry out the appropriate corrections in order to optimizethe system.3.3.4. Provide Level 2 assistance to users via direct telephone numbers of the persons responsible for each application, during the hours established in Annex 2. If there is a public holiday in Spain, EIT commits to provide for the Customer a central telephone number to communicate any incidences that may ...
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conversations.value: Rest of text: occur.3.3.5. Solve the problems communicated by e-mail to incident. smelters@eit. es during working hours in South Africa, within timeaccording to the severity of the problem, defined in Annex 2.3.3.6. Maintain the present interfaces between the central application GES-INDUS and the Customer's local applications: PayrollGesprod and Maximo.3.3.7. Guarantee the reliability of the application (software and databases) and of the hardware support (server, disks, etc. ), toprevent any loss of information that could affect the Customer's business.3.3.8. Carry out the backups and necessary restorations in order to assure the durability of the application and prevent any lossof information.3.3.9.
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conversations.value: Fill in the missing words: Guarantee a high service level (reasonable response time [words 1] transactions). With regard to the electronic [words 2] able, after contacting with the Customer, to restrict the [words 3] files. It is noted that the customer currently do not make use of this service but [words 4] no additional cost 3.3.10.
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conversations.value: words 1: and correct progress of 
  words 2: mail service, EIT will be 
  words 3: type and size of exchanged 
  words 4: has the option to use it at
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conversations.value: Fill in the missing spans: Assure the security of the access to ... applications. EIT commits to supply the necessary securities ... to the data authorized by the Customer.3.4. WORKSTATIONS AND PRINTERS 3.4.1. The Customer is responsible for the purchase and ... printers.3.4.2. EIT commits to assist the Customer to implement ... inworkstations.3.5. STANDARD SOFTWARE LICENCES 3.5.1. The Customer will benefit from the group contracts negotiated by EIT in name of Group Villar Mir for the purchase oflicences.3.5.2. The purchase ...
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conversations.value: spans 1: information: the Customer is responsible for the opening of accesses to the 
  spans 2: to ensure the access rights defined by the Customer guarantee access only 
  spans 3: maintenance of the workstations and 
  spans 4: a master that allows the quick installation of all the standard software 
  spans 5: of licences will be carried out directly by the Customer.5 Source: FERROGLOBE PLC, F-4/A, 6/24/2015 3.5.3
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conversations.value: Fill in the missing words: EIT declares and guarantees the Customer [words 1] of all the software necessary for the use of thecentral applications [words 2].
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conversations.value: words 1: the legal purchase of licences 
  words 2: created by EIT.3.5.4
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conversations.value: The rest of this: EIT must inform the Customer in due course if any ...
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conversations.value: Rest of text: changes take place in licences or in their rights of use.3.6.
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conversations.value: The rest of this: DEFINITION OF STANDARDS AND AGREED GUIDELINES EIT is responsible for: 3.6.1. The ...
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conversations.value: Rest of text: definition of the technological standards to be used in the Customer's IT...
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conversations.value: environment.3.6.2.
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conversations.value: The rest of this: The agreed guidelines with the suppliers, in order to assure the provision of certain services or the purchase of certain ITtools which, according to EIT, are necessary for the provision of the mentioned services.4. PROJECTS 4.1. Apart from these services, EIT must provide other supplementary services, not considered in the present Agreement. These services include the study, development and implementation of new applications, changing to new platforms, as well as any other service that the Customer may need in the field of IT services.4.2. The terms and conditions of these services will be separately negotiated if ...
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conversations.value: Rest of text: and when it applies.4.3. For that purpose and before the execution of the mentioned services by EIT, the Customer will pay EIT the package price, previously agreed by the parties. These services can either be carried out directly by EIT or by subcontracts in the sole discretion of EIT, which will have to notify the customer of this fact before the project commence. However if EIT decides to subcontract the project EIT remains responsible for the quality, the cost and the supervision of the services to the satisfaction of the customer.6 Source: FERROGLOBE PLC, F-4/A, 6/24/2015.
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  5. WORK PLACE AND NATURE OF SERVICES
   5.1. The services described in this Agreement are provided from the following location: EIT, P° de la Castellana, 259D, 28046, Madrid,SPAIN.
   5.2. For this reason, EIT uses its own IT environment, as well as the local equipment of the Customer, connected by a teleprocessingsystem to the Central Server of EIT.
   5.3. If necessary, EIT personnel will travel, in prior agreement with the Customer, to the different factories of the company. In this case, thetravelling expenses (travel, accommodation and meals) will be paid by the Customer.
   5.4. The IT environment belongs to EIT during the total course of the Agreement, with exception of the services subcontracted to thirdparties by EIT, for which the subcontractor will be responsible.
  5.5. EIT is responsible for the choice of the equipment considered the most appropriate in order to reach the service level convened in this Agreement. This equipment, and its further updates, should it arise, will be shown to the Customer and agreed upon prior to purchase and installation and refusal by the customer will only be valid upon presentation of a justification to EIT. EIT is responsible for the maintenance of its own IT environment, as well as of its maintenance and modernization expenses.
   5.5.1. EIT STAFF
   5.5.1.1. The work team appointed by EIT to fullfill this Agreement is responsible only to EIT, in accordance with the Spanish law. EIT will supervise and will be responsible for the behaviour and tasks of this team, especially on what concerns the confidentiality of the information.
   5.5.1.2. The Customer does not have any responsibility for the accidents that might be suffered by the staff of EIT, orfor the damages that might be caused by it to third parties, in the framework of its activities.
   5.5.2. SUBCONTRACTING
  EIT assumes full responsibility for the execution of the tasks carried out by any subcontractor. The subcontractor is equally obliged to assure the service level, the confidentiality and the security convened in the Agreement, for the provision of these services. It is the responsibility of EIT to enter into an agreement with the subcontractor to ensure their performance. 7
  Source: FERROGLOBE PLC, F-4/A, 6/24/2015. End with the words '6 Source: FERROGLOBE PLC, F-4/A,'.
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conversations.value: 4. PROJECTS
   4.1. Apart from these services, EIT must provide other supplementary services, not considered in the present Agreement. These services include the study, development and implementation of new applications, changing to new platforms, as well as any other service that the Customer may need in the field of IT services.
   4.2. The terms and conditions of these services will be separately negotiated if and when it applies.
  4.3. For that purpose and before the execution of the mentioned services by EIT, the Customer will pay EIT the package price, previously agreed by the parties. These services can either be carried out directly by EIT or by subcontracts in the sole discretion of EIT, which will have to notify the customer of this fact before the project commence. However if EIT decides to subcontract the project EIT remains responsible for the quality, the cost and the supervision of the services to the satisfaction of the customer. 6
  Source: FERROGLOBE PLC, F-4/A, 6/24/2015
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conversations.value: 6. SUPERVISION OF THE SERVICE LEVEL
   6.1. EIT commits to provide monthly measurements to analyse the service level defined in Annex 2.
   6.2. The parties will analyse monthly these measurements in order to identify what can be improved.
   6.3. The parties will review annually by mutual agreement the contents and aims of the Service Level Agreement.
  7. PAYMENTS AND PRICING
   7.1. TOTAL ANNUAL AMOUNT
  The total annual amount to be paid, excluding taxes, for the year 2009, for the total provision of the services described in Article 2 of this Agreement, as well as the supervision of these (establishment of measurements and supervision meetings) will be:
  TWO HUNDRED THOUSAND EUROS (200,000 €)
   7.1.1. This amount has been fixed for the two factories of Silicon Smelters: Polokwane and Rand Carbide, being the annualamount per factory A HUNDRED THOUSAND EUROS (100,000 €).
   7.1.2. If one of the factories closes down, the total amount due will be reduced pro rata for the rest of the annual period for thefactory's annual amount.
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conversations.value: 7.2. INVOICING
   7.2.1. The invoicing of this amount will be carried out quarterly.
  The invoices will be issued by EIT at the start of each term. Such invoice must be paid by the customer within 45 days of the date on which the invoice is issued.
   7.2.2. INFRASTRUCTURE COSTS
   7.2.3. The costs of the communication lines, the network infrastructure, the local servers, the micro computing material (PC andprinters) are the Customer's responsibility and it is not included in the total annual amount defined in this Agreement.
   7.3. ANNUAL PAYMENT REVIEW
   7.3.1. The amount defined in Article 6.1 will be subjected to annual revision, following the publication of the Consumer Price Index in Spain (Spanish CPI) in January of each financial year by the National Statistics Institute of Spain. It will correspond to the financial year that has concluded. 8
  Source: FERROGLOBE PLC, F-4/A, 6/24/2015
   7.3.2. The Annual Package Price does not include a protection to inflation. For this reason, the amount will be adjusted annually,according to the growth of the Spanish CPI as was indicated above.
   7.3.3. The new payment is calculated using the following formula: R = R0 * (S+1), where:
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conversations.value: 7.3.4. R0 is the payment corresponding to the previous year.
   7.3.5. R is the new payment, and
   7.3.6. S is the last Spanish CPI published on the revision date.
   7.3.7. As a result, once the first year, since the date the Agreement was executed, has passed, and on this same date on thefollowing years, the annual price will be modified in proportion with the growth of the Spanish CPI.
   7.3.8. In case that the National Statistics Institute of Spain does not publish the CPI or it be significantly modified in form andcontent, the parties will agree to a new equivalent measurement, which must be published at least annually.
  8. INTELLECTUAL PROPERTY
   8.1. The Intellectual Property of the programmes in the application GES-INDUS, used by the Customer's exploitation of the managementsystems, belongs to EIT.
   8.2. The rights of Intellectual Property also protect the programmes that might be created, and the data processing, accounts, and diagramsgenerated by the mentioned programme.
  9. WARRANTY
   9.1. Solution's Adequacy
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conversations.value: 9.1.1. EIT guarantees that the solution suggested to the Customer in each moment is the best possible one for the needs of theCustomer.
   9.2. Cost Saving
   9.2.1. EIT declares that the way of acting will always be governed by the cost saving principle. 9
  Source: FERROGLOBE PLC, F-4/A, 6/24/2015
   9.3. Technology
   9.3.1. EIT commits to maintain its IT environment in accordance to the technological advances, in order to prevent it frombecoming obsolete.
   9.4. Quality Control
   9.4.1. EIT guarantees that the services described in this Agreement will be rendered in accordance with the best practice, aquality level accepted by the Customer, and in accordance with the service levels defined in Annex 2.
   9.5. Availability
   9.5.1. The IT staff of EIT will carry out the exploitation of the services during working hours in South Africa, except for urgentactions that will be carried out exceptionally, if it were necessary, out of the established hours.
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conversations.value: 9.6. Data and Backup Security
   9.6.1. EIT will produce a daily backup copy of the data and the applications residing in its IT environment, in order to re-establish and retrieve lost information.
  10. LIABILITY
   10.1. EIT is responsible for any damages caused to the Customer or to third parties, when these result from EIT not satisfying thecontractual obligations.
   10.2. Nevertheless, EIT will be free of responsibility, in case of not satisfying its obligations, if he can prove that this was due to forcemajeure or external causes out of his control, like accidents, natural disasters, vandalism acts or theft.
   10.3. The liability of EIT will be limited to a value equal to contractual value as per clause 7.1 and will not exceed this value. 10
  Source: FERROGLOBE PLC, F-4/A, 6/24/2015
  11. CONFIDENTIALITY
  The parties commit themselves to a total confidentiality and to not spread or use directly, through third parties or other companies, information about the other party to which they have access in the frame of this Agreement.
   11.1. PROTECTION AND CONFIDENTIALITY OF DATA
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conversations.value: 11.1.1. Confidential Information means any information disclosed by either party in the frame of this Agreement. In consequence, each party agrees not to use, disclose, publish or disseminate any Confidential Information of the other party for any purpose except to perform its obligations or exercise its rights under this Agreement, except:
   11.1.1.1. Following prior consent of the other party, or
   11.1.1.2. If the information was in the public domain at the time it was disclosed or becomes in the public domainthrough no act or omission of the Receiving Party.
   11.1.2. Any of these exceptions will not be presumed in any case, and the revealing party must clear any doubt to this respect.
   11.1.3. Both parties shall take reasonable precautions to preserve in strict confidence any confidential or proprietary information obtained by them, their agents, employees, subcontractors, suppliers, consultants, and in general, any person that has access to it.
   11.1.4. Confidential Information includes any technical, economic, financial and/or commercial information, confidential or not, bearing in any commercial relationship and in general, without any limitation, any information to which any of the parties has access during the application, in the frame of this Agreement.
   11.1.5. Except as provided hereinafter, for a period of five years after termination or expiration of this Agreement, each party shall not disclose, publish or disseminate information received from the other party which may be required to carry out this Agreement and which the disclosing party deems proprietary and confidential.
   11.1.6. Once this Agreement has expired, each party must, depending on the choice of the other party, destroy or hand over all technical, economic, financial or commercial information, confidential or not, in its possession, directly or indirectly, as convened in the present Agreement. 11
  Source: FERROGLOBE PLC, F-4/A, 6/24/2015
   11.2. MANAGEMENT OF ACCESS RIGHTS
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conversations.value: 11.2.1. In accordance to Article 10.1, the Customer is in charge of defining the opening, closing or modifying of access toinformation. The Customer is also in charge of defining the user accesses, as well as the level of access of its users.
   11.2.2. 10.2.2. EIT guarantees the control of access (through an access code and password) to information pursuant to the accessrights defined by the Customer.
   11.2.3. 10.2.3. EIT will not be held responsible if a Customer's user uses an access code and password of a third party.
  12. SUPERVISION COMMISSION
   12.1. The parties commit themselves to constitute a supervision commission formed by persons appointed for that purpose.
   12.2. This commission will act as an intermediary between the parties and it will accomplish the following tasks:
   12.2.1.1. Verify the fulfilment, in particular, the evolution and implementation, of all the services and applications. This operation willbe recorded in the corresponding reports, according to the convened periodicity.
   12.2.1.2. Interpret any Article of this Agreement that might be questioned by the parties.
   12.2.1.3. Resolve any potential conflict that may arise during the execution of this Agreement. For this, the commission memberswill act at their best, and assemble all the necessary information.
   12.3. If the commission members are not able to resolve a conflict or a problem in the interpretation of this Agreement within thirty naturaldays, the representatives of the parties will be duly informed in order to find a solution on friendly terms. 12
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conversations.value: Source: FERROGLOBE PLC, F-4/A, 6/24/2015
  13. DURATION
   13.1. The present Agreement is effective as from 1 January 2009. It is established by calendar year and renewed tacitly every year.
   13.2. The Agreement rests, for all that, cancellable at any time by any of the parties before the expiry date of the Agreement or any of itsrenewals, upon three months prior written notice.
  14. EARLY TERMINATION
   14.1. The Customer can cancel, on its own accord, the present Agreement upon certified notice to EIT, in the following cases:
   14.1.1. If there is a repeated interruption, by EIT, of the services convened in this Agreement, for a period of four working days.
   14.1.2. Upon the institution, by or against EIT, of insolvency, receivership or bankruptcy proceedings or any other proceedingsfor the settlement of its debts.
   14.1.3. Non-performance by EIT of its contractual obligations and warranties, assumed in the present Agreement.
   14.1.4. Absorption or fusion of EIT by other companies. In this case, the Customer can decide if he wants to continue working with the new company, which will have to continue rendering all the services convened in this Agreement, in the same conditions.
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conversations.from: assistant
conversations.value: 14.2. For simple convenience.
   14.2.1. In case the Customer cancels the Agreement in accordance with Articles 13.1, 13.2, EIT will pay the Customer the amountof 3.000 €, for the non observance of the Agreement of which it is responsible.
   14.2.2. In case of termination of this Agreement by the Customer according to Article 13.5, the Customer will pay EIT the amountof 3.000 €.
  15. CONTRACTUAL TRANSITION
  15.1. In case of expiration or termination of the present Agreement, the Customer and EIT will cooperate, in good faith, to make possible a transfer, in due form to the Customer or to a third party, chosen by the Customer, for the provision of the services defined in this Agreement. For that purpose, the parties will develop, with enough time in advance and with the necessary haste, a Transition Plan where the actions and measures to be taken will be defined. 13
  Source: FERROGLOBE PLC, F-4/A, 6/24/2015
   15.2. EIT will continue to provide the services defined in this Agreement between the date it receives from the Customer a notice ofexpiration or termination of this Agreement and the date this expiration or termination becomes effective.
   15.3. EIT commits to hand over to the Customer, on this date, all the data and its copies, in the frame of the provision of services.
  16. LITIGATION RULINGS
   16.1. All the litigations that may arise between the parties during the period of application of the present Agreement, in relation with its Articles, and that have not been solved in a friendly manner, will be subjected to the rulings of their respective Chief Executives. In case of persistent disagreement, the litigation will be subjected to the General Management of Group Villar Mir.
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: 16.2. However, if any of the parties no longer belongs to Group Villar Mir, any litigation that may not be solved in a friendly manner will besettled in compliance with the laws of Spain.
   16.3. Any doubt that arises, in the frame of this Agreement, will be settled through arbitration in equity, in compliance with the Spanish Law of Arbitration, Ley 60/2003, both parties agreeing to obey the decision. For the designation of the arbitrators and the management of the arbitration, the following rules will apply:
   16.3.1. There will be three arbitrators, solicitors. Each party will designate one, and these two will designate a third one.
   16.3.2. The place of arbitration will be Madrid.
   16.3.3. It will be governed by the laws of Spain and the language of the process will be Spanish.
   16.3.4. The arbitrators will dictate the decision within three months of the notice of the parties' acceptance.
   16.4. The parties, expressly waiving the Jurisdiction that may correspond to the same, submit themselves to the jurisdiction of the Courtsand Tribunals of Madrid for any matter derived from the present Agreement that cannot be subjected to arbitration. 14
  Source: FERROGLOBE PLC, F-4/A, 6/24/2015
  17. GOVERNING LAW
   17.1. This Agreement shall be governed by, and construed in accordance with the laws of Spain.
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: 18. IN WITNESS WHEREOF, the parties acknowledge that each has fully read and understood this Agreement, and, intending to be legally bound thereby, executed this Agreement on the date first above written. SLICON SMELTERS PTY LTD ESPACIO INFORMATION TECHNOLOGY, S.A.
  Name: Dr B.E.N. Ollivier Name: Carlos Lafitte Pradal
  Title: Managing Director Title: Director General 15
  Source: FERROGLOBE PLC, F-4/A, 6/24/2015
  ANNEX 1: DEFINITIONS
  The following definitions apply in the present Agreement:
  IT Department: Customer's work team in charge of the support and maintenance of the Customer's local infrastructure and applications.
  LAN: Internal network at the factories that connects the factory's routers with the workstations and peripheral devices of the site.
  WAN: External network that connects the Silicon Smelter factories with the central node located in Madrid. Network leaving the router of each factory.
  South African workdays: Monday to Friday, except for legal holidays of the South African work schedule.
conversations.from: human
conversations.value: More from this contract.
conversations.from: assistant
conversations.value: South African working hours: 8h00 - 20h00 during South African workdays.
  Local Servers: Servers listed in Annex 3, which are located in the factories of Silicon Smelters.
  Central Servers: Servers listed in Annex 3, which are located outside the factories of Silicon Smelters.
  Local Applications: IT applications used by Silicon Smelters and implemented on the local Servers. Silicon Smelters is responsible for these applications, which are listed in Annex 4.
  Data: The data or information belonging to the Customer saved on magnetic support or others, and that is subject to computer treatment.
  Source: FERROGLOBE PLC, F-4/A, 6/24/2015
  ANNEX 2: SERVICES AND LIABILITIES Service Period Timetable Response Liability Evaluation Period
   Type of Evaluation
  Network Availability
  Workdays in South African work schedule 8H-20H 98% availability Monthly
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Measuring periods when the network is not available
  Fault reports of network and server infrastructure problems
  Workdays in South African work schedule
  8H-20H
  Alert in the 15 minutes following the fault report as well as an account when the problem has been solved. Define what alert, how and who communicates it.
  98% of faults reported in the time period
  Monthly
  Measuring the period between the beginning and the end of the problem, and fault reporting
  Ges-Indus Availability
  Workdays in South African work schedule 8H-20H 98% availability Monthly
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: Measuring periods when the application is not available
  Ges-Indus Support Level 2
  Workdays in South African work schedule 8H-20H
  Ø
  Response: less than two South African working hours
  98% of requests solved in the time period Monthly
  Measuring response times for each request
   Ø Blocking Bug:
  Ges-Indus Maintenance
  Workdays in South African work schedule
conversations.from: human
conversations.value: Next lines please.
conversations.from: assistant
conversations.value: 8H-20H
  ●
  Consideration and response: less than two South African working hours
  98% of requests solved in the time period
  Monthly
  Measuring the response times for encountered problems
  ●
  Solution or work-around: less than one South African workday
   Ø Non-blocking Bug:
  ●
conversations.from: human
conversations.value: Next lines please.
conversations.from: assistant
conversations.value: Consideration and response: less than three South African workdays
   ● Solution or work-around: set out by the requestor
  Electronic Mail Service Availability 7d/7d 24h/24h 99% availability
  Measuring periods when the electronic mail service is not available
  OFINET Availability 7d/7d 24h/24h 95% availability Measuring periods when OFINET is not available
  Source: FERROGLOBE PLC, F-4/A, 6/24/2015
  ANNEX 3: INVENTORY OF SERVERS USED BY SILICON SMELTERS
  Name of Servers Functionality Priority Local or Central Server Server Management Responsibility ERP Ges-indus Management of commercial and financial flow High Central EIT SMTP.EIT.ES Transmission of electronic mail High Central EIT POP.EIT.ES Delivery of electronic mail High Central EIT OFINET WEB application, access to electronic mail service and sharing of documents and information Medium Central EIT
  Source: FERROGLOBE PLC, F-4/A, 6/24/2015
  ANNEX 4: INVENTORY OF APPLICATIONS USED BY SILICON SMELTERS
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: Name of Application Functionality Priority Local or Central Server Server and Application Management Responsibility Ges-Indus Management of commercial and financial flow High Central EIT Email service Transmission and reception of electronic mail High Central EIT OFINET WEB application, access to electronic mail service and sharing of documents and information Medium Central EIT
  Source: FERROGLOBE PLC, F-4/A, 6/24/2015
conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: OUTSOURCING AGREEMENT
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * ESPACIO INFORMATION TECHNOLOGY, SA.
  * SILICON SMELTERS << Pty >> Ltd
  * EIT
  * the Customer
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: 1st day of January, 2009,
conversations.from: human
conversations.value: The date when the contract is effective ?
conversations.from: assistant
conversations.value: * 1st day of January, 2009,
  * The present Agreement is effective as from 1 January 2009
conversations.from: human
conversations.value: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice?
conversations.from: assistant
conversations.value: It is established by calendar year and renewed tacitly every year.
conversations.from: human
conversations.value: What is the notice period required to terminate renewal?
conversations.from: assistant
conversations.value: The Agreement rests, for all that, cancellable at any time by any of the parties before the expiry date of the Agreement or any of itsrenewals, upon three months prior written notice.
conversations.from: human
conversations.value: Which state/country's law governs the interpretation of the contract?
conversations.from: assistant
conversations.value: This Agreement shall be governed by, and construed in accordance with the laws of Spain.
conversations.from: human
conversations.value: Can a party terminate this  contract without cause (solely by giving a notice and allowing a waiting  period to expire)?
conversations.from: assistant
conversations.value: Yes. The Agreement rests, for all that, cancellable at any time by any of the parties before the expiry date of the Agreement or any of itsrenewals, upon three months prior written notice.
conversations.from: human
conversations.value: Is there a fee increase or consent requirement, etc. if one party’s use of the product/services exceeds certain threshold?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Does the contract limit the ability of a party to transfer the license being granted to a third party?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Does the contract contain a  license grant that is irrevocable or perpetual?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery?
conversations.from: assistant
conversations.value: Yes. The liability of EIT will be limited to a value equal to contractual value as per clause 7.1 and will not exceed this value.
conversations.from: human
conversations.value: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?
conversations.from: assistant
conversations.value: I don't know. Can you provide more information?
conversations.from: human
conversations.value: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?
conversations.from: assistant
conversations.value: I don't think so.