HEADS OF AGREEMENT FOR A STRATEGIC PARTNERSHIP This Heads of Agreement is entered on the [DAY] of [MONTH] of 2011 by and between:

1. [COMPANY NAME] with registration number [NUMBER] having its registered office at [ADDRESS]; and 2. [COMPANY NAME] with registration number [NUMBER] having its registered office at [ADDRESS]; and 3. [COMPANY NAME] with registration number [NUMBER] having its registered office at [ADDRESS]. Introduction This Heads of Agreement is entered into by [COMPANY NAME1], [COMPANY NAME2] and [COMPANY NAME3], henceforth referred to as the the The Parties, in relation to a strategic partnership arrangement which seeks to [insert EXECUTIVE STATEMENT]. 1. Heads of Agreement Principles 1.1 The the Parties agree that these Heads of Agreement constitute legally binding obligations upon each of the the Parties in respect of the matters covered herein. 1.2 In particular, the following overarching principles will apply to this Heads of Agreement: (a) intellectual property developed through this partnership will be jointly owned and will be available for both the Parties to jointly market and sell to customers, subject to the agreement of revenue/profit sharing arrangements; (b) all the Parties will ensure that specifications, tools and services provided will be compliant with [COMPANY NAME1]s standards; (c) [COMPANY NAME1] will ensure that the development partnership is fully versed with appropriate information governance requirements and responsibilities;

(e) [COMPANY NAME2] will provide [insert SUMMARY OF CONTRIBUTION]; (f) ) [COMPANY NAME3] will provide [insert SUMMARY OF CONTRIBUTION]; (g) products and services which are developed from this partnership will be jointly branded 1.3 This Heads of Agreement will be revisited following an initial six-month development stage, the workplan for which is set out in Appendix 1. At this time the Parties will seek to confirm an approach to the resources required to [insert EXECUTIVE SUMMARY] and agree work plan(s) for subsequent stages. 1.4 Work delivered through this agreement shall be coordinated through a project manager, who shall be appointed by [NAME OF COMPANY] with the written consent of the other The Parties. 1.5 This Heads of Agreement does NOT convey to [COMPANY NAME3] nor [COMPANY NAME2] any exclusive rights or privileged access to; [COMPANY NAME1], its personnel, data, information or business knowledge. [COMPANY NAME1] in accordance with its objects, is therefore free to make available its; personnel, data, information or business knowledge to other agencies and other such organisations as it deems necessary to fulfill its objects. 2. Confidentiality 2.1 The The Parties shall maintain the confidentiality of the information belonging to or relating to other each others finances, business affairs and which are not in the public domain and which: 2.1.1 the Parties have marked as confidential; or 2.1.2 the Parties have advised each other of its confidential nature, in writing or orally; or 2.1.3 due to its character or nature a reasonable person would treat it as confidential. (Hereafter referred to as confidential information.) 2.2 The Parties shall not, without each others prior written consent, use, disclose, copy or modify the other partys confidential information (or permit others to do so) other than is necessary for that part to fulfill the activities specified in these Heads of Agreement. 2.3 The Parties shall not make any use of, or otherwise process, the Confidential

Information received other than for the strict purpose or purposes which have been expressly agreed. 2.4 The Parties shall restrict access to the Confidential Information received solely to their responsible staff members and/or to the responsible staff members of any authorised third party organisation(s) who need to have such access for the strict purpose or purposes which have been expressly agreed. 2.5 The Parties shall give each other immediate notice of any unauthorised misuse, disclosure, theft or loss of the other partys Confidential Information. 2.6 The Parties may request from each other the return of their Confidential Information at any time and upon reasonable notice. 3. Duration and Termination 3.1 These Heads of Agreement shall come into effect on the date hereof and shall remain in full force and effect until 24 months from the date of this document. 3.2 These Heads of Agreement will subsequently be reviewed on a rolling 6month basis the Parties objectives. 3.3 The Parties shall be entitled to terminate these Heads of Agreement for any reason by giving thirty (30) days written notice. 4. Costs 4.1 The Parties shall be responsible for their own costs in relation to the preparation of feasibility studies and the development of specifications including the negotiation of these Heads of Agreement. 4.2 [COMPANY NAME1] shall not be responsible for paying any or any third party for evaluation or trial licenses for any tools and services, nor the cost of the development or support and maintenance of the same. 5. Governing Law 5.1 These Heads of Agreement are governed by the laws of Tanzania. 6. Successors and Assigns 6.1 This Heads of Agreement and the Parties' obligations hereunder shall be binding on the representatives, assigns and successors of such party and shall inure to the benefit of the assigns and successors of such party; provided, however, that the rights and obligations of the Parties hereunder are not assignable.

10. Headings 10.1 Headings used in this Heads of Agreement are provided for convenience only and shall not be used to construe meaning or intent. 11. Publicity 11.1 The Parties will agree, through the partnership development panel, the mechanisms for publicity, marketing and communication of tools, models and services which are developed through this Heads of Agreement. 11.2 The Parties shall not make any statement or issue any publicity in connection with these Heads of Agreement without the prior written consent of the other The Parties. [COMPANY NAME2] and [COMPANY NAME3] shall not use [COMPANY NAME1]s name or logo in any fashion without [COMPANY NAME1]s prior written approval as appropriate. IN WITNES WHEREOF the parties hereto have executed these Heads of Agreement on the day and year aforementioned. SIGNED for and on behalf of [COMPANY NAME1]s Name: Signature: Designation: Witness to the above Signature: Name: Signature: Designation: .. .

SIGNED for and on behalf of [COMPANY NAME2] Name: Signature: Designation: .

Witness to the above Signature: Name: Signature: Designation: ..

SIGNED for and on behalf of [COMPANY NAME3] Name: Signature: Designation: Witness to the above Signature: Name: Signature: Designation: .. .

Appendix 1 Phase 1 Workplan