2. COMMENCEMENT AND DURATION
2.1 This agreement shall commence on the date when it has been signed by all the parties and shall
continue, unless terminated earlier in accordance with clause 14 (Termination), until the first anniversary
of the commencement of this agreement when it shall terminate automatically without notice.
2.2 The Supplier shall provide the Services to Kangaroo in accordance with this agreement from the date of
this agreement.New Paragraph
3. SUPPLIER'S RESPONSIBILITIES
3.1 For each project, Kangaroo and the Supplier shall complete a template Schedule 1 and Schedule 2.
3.2 The Supplier shall:
(a) provide the Services and the Deliverables in accordance with Schedule 1;
(b) ensure that the Services and Deliverables will conform in all respects with Schedule 1 and that
the Deliverables shall be fit for any purpose expressly or implicitly made known to the Supplier
by Kangaroo;
(c) perform the Services with the highest level of care, skill and diligence in accordance with best
practice in the Supplier's industry, profession or trade;
(d) ensure that the Deliverables, and all goods, materials, standards and techniques used in
providing the Services are of the best quality and are free from defects in workmanship,
installation and design;
(e) the Supplier shall not bring the name of Kangaroo into disrepute;
(f) co-operate with Kangaroo in all matters relating to the Services, and comply with Kangaroo's
instructions;
(g) before the date on which the Services are to start, obtain and at all times, maintain during the
term of this agreement, all necessary licences and consents and comply with all Applicable Laws
in relation to:
(i) the Services; and
(ii) the installation and use of the Supplier's Equipment;
(h) observe all health and safety rules and regulations and any other reasonable security
requirements that apply at any of Kangaroo's premises from time to time and that have been
communicated to it under clause 4.1(f). Kangaroo reserves the right to refuse any of the
Supplier's personnel involved in the provision of the Services access to Kangaroo's premises,
which shall only be given to the extent necessary for the performance of the Services;
(i) hold all Kangaroo Materials in safe custody at its own risk and maintain Kangaroo Materials in
good condition until returned to Kangaroo, and not dispose of or use Kangaroo Materials other
than in accordance with Kangaroo's written instructions or authorisations;
(j) take good care of any of Kangaroo's Equipment provided by Kangaroo pursuant to clause 4.1(e);
(k) not do or omit to do anything which may cause Kangaroo to lose any licence, authority, consent
or permission on which it relies for the purposes of conducting its business.
3.3 Time is of the essence in relation to any performance dates or Milestones for the Supplier. If the
Supplier fails to meet the relevant deadlines, then (without prejudice to Kangaroo's right to terminate
this agreement and any other rights it may have), Kangaroo may:
(a) refuse to accept any subsequent performance of the Services which the Supplier attempts to
make;
(b) purchase substitute services from elsewhere and reclaim from the Supplier any additional costs
incurred as a result of procuring such services from a third party instead of the Supplier;
(c) hold the Supplier accountable for any loss and additional costs incurred; and
(d) have any sums previously paid by Kangaroo to the Supplier in respect of the affected Services
refunded by the Supplier.
3.4 In relation to the Supplier's personnel, the Supplier shall:
(a) use the Key Personnel in the provision of the Services;
(b) ensure that all personnel involved in the provision of the Services have suitable skills and
experience to enable them to perform the tasks assigned to them, and that such personnel are
in sufficient number to enable the Supplier to fulfil its obligations under this agreement;
(c) ensure that the Supplier's Manager has authority to bind the Supplier on all matters relating to
the Services (including by signing Change Orders);
(d) promptly inform Kangaroo of the absence (or the anticipated absence) of any of the Key
Personnel, and if so required by Kangaroo, provide a suitably qualified replacement for such
individual; and
(e) use its best endeavours not to make any changes to the Key Personnel throughout the term of
this agreement and obtain the prior (written) approval of Kangaroo (such approval not to be
unreasonably withheld or delayed) to any replacements for such individuals.
4. KANGAROO'S OBLIGATIONS
4.1 Kangaroo shall:
(a) co-operate with the Supplier in all matters relating to the Services;
(b) ensure that Kangaroo's Manager has authority to bind Kangaroo on all matters relating to the Services
(including by signing Change Orders);
(c) provide access to Kangaroo's premises and data and other facilities as may reasonably be requested
by the Supplier and agreed with Kangaroo in writing in advance, for the purposes of the Services;
(d) provide to the Supplier all documents, information, items and materials required under Schedule 1;
(e) provide Kangaroo's Equipment to the Supplier by the dates specified and in the manner prescribed in
Schedule 1; and
(f) inform the Supplier of all health and safety and security requirements that apply at Kangaroo's premises
which the Supplier will require access to.
5. CHANGE CONTROL
5.1 Either party may propose changes to the scope or execution of the Services, but no proposed changes
shall come into effect until a relevant Change Order has been signed by both parties. A Change Order
shall be a document setting out the proposed changes and the effect those changes will have on:
(a) the Services;
(b) the Charges (and any additional expenses);
(c) the timetable for the Services; and
(d) any terms of this agreement.
5.2 If Kangaroo wishes to make a change to the Services:
(a) it shall notify the Supplier, providing as much detail as is reasonably necessary to enable the
Supplier to prepare the draft Change Order; and
(b) the Supplier shall, within 24 hours of receiving Kangaroo's request at clause 5.2(a), provide a
draft Change Order to Kangaroo.
5.3 If the Supplier wishes to make a change to the Services, it shall provide a draft Change Order to
Kangaroo.
5.4 If the Supplier submits a draft Change Order in order to comply with any applicable safety or regulatory
requirements and such changes do not affect the nature, scope of, or charges for the Services,
Kangaroo shall not unreasonably withhold or delay consent to it.
5.5 If the parties:
(a) agree to a Change Order, they shall sign it and that Change Order shall amend this agreement;
or
(b) are unable to agree a Change Order, in which case the Services shall not change or may be
terminated.
6. CHARGES AND PAYMENT
6.1 In consideration of the provision of the Services by the Supplier, Kangaroo shall pay the Charges.
6.2 Where the Charges are calculated on a time and materials basis:
(a) the Supplier's daily fee rates for each individual person as set out in Schedule 2 are calculated
on the basis on an eight-hour day, worked during Business Hours;
(b) the Supplier shall not be entitled to charge on a pro rata basis for part days worked by the
Supplier's team during Business Hours, unless it has Kangaroo's prior written consent to do so;
(c) the Supplier shall ensure that every individual whom it engages on the Services completes
time sheets to record time spent on the Services, and the Supplier shall indicate the time spent
per individual in its invoices.
6.3 The Charges shall exclude the following costs which shall be payable by Kangaroo monthly in arrears,
subject to submission of an appropriate invoice:
(a) the cost to the Supplier of any materials or services procured by the Supplier from third
parties for the provision of the Services as such items and their cost are specified in
Schedule 1 or approved by Kangaroo in advance from time to time.
6.4 The Supplier shall invoice Kangaroo for the Charges at the intervals specified, or on the achievement of
the Milestones indicated in Schedule 1. If no intervals are specified, the Supplier shall invoice Kangaroo
at the end of each month for Services performed during that month.
6.5 Unless agreed otherwise, Kangaroo shall pay each invoice submitted to it by the Supplier within 30
days of receipt to a bank account nominated in writing by the Supplier. Any payment profiles shall be
agreed between the parties.
6.6 If Kangaroo fails to make a payment due to the Supplier under this agreement by the due date, then,
without limiting the Supplier's remedies under clause 14 (Termination), Kangaroo shall pay interest on
the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.
Interest under this clause 6.6 will accrue each day at 1% a year above the Bank of England's base rate
from time to time, but at 1% a year for any period when that base rate is below 0%.
6.7 If Kangaroo disputes a payment in good faith, then the interest payable under clause 6.6 is only
payable after the dispute is resolved, on sums found or agreed to be due, from the after the dispute is
resolved until payment.
6.8 Kangaroo may, at any time set off any liability of the Supplier to Kangaroo against any liability of
Kangaroo to the Supplier, whether either liability is present or future, liquidated or unliquidated, and
whether or not either liability arises under this agreement. If the liabilities to be set off are expressed in
different currencies, Kangaroo may convert either liability at a market rate of exchange for the purpose
of set-off. Any exercise by Kangaroo of its rights under this clause shall not limit or affect any other
rights or remedies available to it under this agreement or otherwise.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 In relation to Kangaroo Materials:
(a) Kangaroo and its licensors shall retain ownership of all Intellectual Property Rights in
Kangaroo Materials; and
(b) Kangaroo grants to the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable
licence to copy and modify Kangaroo Materials for the term of this agreement for the purpose
of providing the Services to Kangaroo.
7.2 In relation to the Deliverables:
(a) the Supplier assigns to Kangaroo or its customer, with full title guarantee and free from all
third party rights, all Intellectual Property Rights in the Deliverables;
(b) the Supplier shall obtain waivers of all moral rights in the Deliverables to which any individual
is now or may be at any future time entitled under Chapter IV of Part I of the Copyright
Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction;
(c) the Supplier shall at all times permit Kangaroo full access to the Deliverables and make
available to Kangaroo including but not limited to any passwords, raw files, URLs, images or
other elements of the Deliverables and shall under no circumstances be permitted to withhold
such Deliverables or hold such Deliverables as “ransom” or demand;
(d) the Supplier shall, promptly at Kangaroo's request, do (or procure to be done) all such further
acts and things and the execution of all such other documents as Kangaroo may from time to
time require for the purpose of securing for Kangaroo or its customer all right, title and
interest in and to the Intellectual Property Rights assigned to Kangaroo in accordance with
clause 7.2(a).
7.3 The Supplier:
(a) warrants that the receipt, use and onward supply of the Services and the Deliverables
(excluding Kangaroo Materials) by Kangaroo shall not infringe the rights, including any
Intellectual Property Rights, of any third party; and
(b) shall indemnify Kangaroo in full against all liabilities, costs, expenses, damages and losses
(including but not limited to any direct, indirect or consequential losses, loss of profit, loss of
reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and
all other reasonable professional costs and expenses) suffered or incurred by Kangaroo
arising out of, or in connection with, the receipt, use or supply of the Services and the
Deliverables (excluding Kangaroo Materials).
7.4 If the Supplier is required to indemnify Kangaroo under this clause 7, Kangaroo shall:
(a) notify the Supplier in writing of any claim against it in respect of which it wishes to rely on the
indemnity at clause 7.3(b) (IPRs Claim);
(b) allow the Supplier, at its own cost, to conduct all negotiations and proceedings and to settle
the IPRs Claim, always provided that the Supplier shall obtain Kangaroo's prior approval of
any settlement terms, such approval not to be unreasonably withheld;
(c) provide the Supplier with such reasonable assistance regarding the IPRs Claim as is
required by the Supplier, subject to reimbursement by the Supplier of Kangaroo's costs so
incurred; and
(d) not, without prior consultation with the Supplier, make any admission relating to the IPRs
Claim or attempt to settle it, provided that the Supplier considers and defends any IPRs
Claim diligently, using competent counsel and in such a way as not to bring the reputation of
Kangaroo into disrepute.
8. INSURANCE
8.1 During the term of this agreement and unless otherwise agreed, the Supplier shall maintain in force,
with a reputable insurance company, professional indemnity insurance at an amount not less than £5
million and public liability insurance at an amount not less than £5 million to cover the liabilities that
may arise under or in connection with this agreement and shall produce to Kangaroo on request both
the insurance certificate giving details of cover and the receipt for the current year's premium in
respect of each insurance.
9. COMPLIANCE WITH LAWS AND POLICIES
9.1 In performing its obligations under this agreement, the Supplier shall comply with the Applicable Laws
and the Supplier will inform Kangaroo as soon as it becomes aware of any changes in the Applicable
Laws
10. DATA PROTECTION
10.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This
clause 13 is in addition to, and does not relieve, remove or replace, a party's obligations or rights
under the Data Protection Legislation.
10.2 The parties acknowledge that for the purposes of the Data Protection Legislation, Kangaroo is the
controller and the Supplier is the processor. Without prejudice to the generality of clause 10.1,
Kangaroo will ensure that it has all necessary appropriate consents and notices in place to enable
lawful transfer of the personal data to the Supplier for the duration and purposes of this agreement.
10.3 Without prejudice to the generality of clause 10.1, the Supplier shall, in relation to any personal data
processed in connection with the performance by the Supplier of its obligations under this agreement:
(a) process that personal data only on the documented written instructions of Kangaroo unless
the Supplier is required by Applicable Laws to otherwise process that personal data. Where
the Supplier is relying on the laws of a member of the European Union or European Union
Law as the basis for processing personal data, the Supplier shall promptly notify Kangaroo of
this before performing the processing required by the Applicable Laws unless those
Applicable Laws prohibit the Supplier from so notifying Kangaroo;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and
approved by Kangaroo, to protect against unauthorised or unlawful processing of personal
data and against accidental loss or destruction of, or damage to, personal data, appropriate
to the harm that might result from the unauthorised or unlawful processing or accidental loss,
destruction or damage and the nature of the data to be protected, having regard to the state
of technological development and the cost of implementing any measures (those measures
may include, where appropriate, pseudonymising and encrypting personal data, ensuring
confidentiality, integrity, availability and resilience of its systems and services, ensuring that
availability of and access to personal data can be restored in a timely manner after an
incident, and regularly assessing and evaluating the effectiveness of the technical and
organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process personal data are obliged to
keep the personal data confidential; and
(d) not transfer any personal data outside of the European Economic Area unless the prior
written consent of Kangaroo has been obtained and the following conditions are fulfilled:
(i) Kangaroo or the Supplier has provided appropriate safeguards in relation to the
transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) the Supplier complies with its obligations under the Data Protection Legislation by
providing an adequate level of protection to any personal data that is transferred;
and
(iv) the Supplier complies with reasonable instructions notified to it in advance by
Kangaroo with respect to the processing of the personal data;
(e) assist Kangaroo, at Kangaroo's cost, in responding to any request from a data subject and
in ensuring compliance with its obligations under the Data Protection Legislation with
respect to security, breach notifications, impact assessments and consultations with
supervisory authorities or regulators;
(f) notify Kangaroo without undue delay on becoming aware of a personal data breach;
(g) at the written direction of Kangaroo, delete or return personal data and copies thereof to
Kangaroo on termination of the agreement unless required by Applicable Law to store the
personal data; (and)
(h) maintain complete and accurate records and information to demonstrate its compliance with
this clause 13 and allow for audits by Kangaroo or Kangaroo's designated auditor] and
immediately inform Kangaroo if, in the opinion of the Supplier, an instruction infringes the
Data Protection Legislation; and
(i) indemnify Kangaroo against any loss or damage suffered by Kangaroo in relation
to any breach by the Supplier of its obligations under this clause 13.
10.4 Kangaroo does not consent to the Supplier appointing any third party processor of personal data
under this agreement. Either party may, at any time on not less than 30 days' notice, revise this clause
13 by replacing it with any applicable controller to processor standard clauses or similar terms forming
party of an applicable certification scheme (which shall apply when replaced by attachment to this
agreement).
11. RESTRICTIONS
11.1 In order to protect the legitimate business interests of Kangaroo, the Supplier covenants with the
Kangaroo that it shall not (except with the prior written consent of Kangaroo) solicit or entice away (or
attempt to solicit or entice away) from Kangaroo the business or custom of any Restricted Customer.
11.2 The Supplier shall be bound by the covenant set out in clause 11.1 during the term of this agreement,
and for a period of 12 months after termination or expiry of this agreement.
11.3 For the purposes of this clause 11, a Restricted Customer shall mean any firm, company or person
who is or has been at any time during the immediately preceding 12 months a customer or prospective
customer of or in the habit of dealing with Kangaroo serviced by the Supplier (whether through the
provision of Deliverables or other services to the Restricted Customer) as a customer of
Kangaroo for the Services.
11.4 In the event that a Restricted Customer approaches the Supplier directly, the Supplier shall direct them
back to Kangaroo for assistance.
12. CONFIDENTIALITY
12.1 Each party undertakes that it shall not at any time, disclose to any person any confidential information
concerning the business, affairs, Kangaroo, clients or suppliers or the other party, except as permitted
by clause 12.2.
12.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for
the purposes of exercising the party's rights or carrying out its obligations under or in
connection with this agreement. Each party shall ensure that its employees, officers,
representatives or advisers to whom it discloses the other party's confidential information
comply with this clause 12; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or
regulatory authority.
12.3 No party shall use any other party's confidential information for any purpose other than to exercise its
rights and perform its obligations under or in connection with this agreement.
13. LIMITATION OF LIABILITY
13.1 Nothing in this agreement:
(a) shall limit or exclude the Supplier's or Kangaroo's liability for:
(i) death or personal injury caused by its negligence, or the negligence of its personnel,
agents or subcontractors;
(ii) fraud or fraudulent misrepresentation;
(iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982
(title and quiet possession) any other liability which cannot be limited or excluded by
applicable law; or
(b) shall limit or exclude the Supplier's liability under clause 7.3(b) (IPR indemnity) or clause
10.3(i) (Data processing indemnity)).
13.2 Subject to clause 13.1:
(a) neither party to this agreement shall have any liability to the other party, whether in contract,
tort (including negligence), breach of statutory duty, or otherwise, for any indirect or
consequential loss arising under or in connection with this agreement;
(b) the Supplier's total liability to Kangaroo, whether in contract, tort (including negligence),
breach of statutory duty, or otherwise, arising under or in connection with this agreement shall
be limited to 100% of the total annual charges (calculated by reference to the charges in
successive 12-month periods from the date of this agreement) paid and payable by Kangaroo
under this agreement; and
(c) Kangaroo's total liability to the Supplier, whether in contract, tort (including negligence),
breach of statutory duty, or otherwise, arising under or in connection with this agreement shall
be limited to 100%) of the total charges paid by Kangaroo under this agreement.
13.3 Notwithstanding clause 13.2(a), the losses for which the Supplier assumes responsibility and which
shall (subject to clause 13.2(b)) be recoverable by Kangaroo include:
(a) sums paid by Kangaroo to the Supplier pursuant to this agreement, in respect of any
services not provided in accordance with the terms of this agreement;
(b) wasted expenditure;
(c) additional costs of procuring and implementing replacements for, or alternatives to, the
Services, including consultancy costs, additional costs of management time and other
personnel costs and costs of equipment and materials;
(d) losses incurred by Kangaroo arising out of or in connection with any claim, demand, fine,
penalty, action, investigation or proceeding by any third party (including any subcontractor,
Supplier personnel, regulator or Kangaroo of Kangaroo) against Kangaroo caused by the act
or omission of the Supplier;
(e) anticipated savings;
13.4 No amount awarded or agreed to be paid under the indemnity in clause 7.3(b) (IPR indemnity) or
clause 10.3(i) (Data processing indemnity) shall count towards the cap on the Supplier's liability under
clause 13.2(b).
13.5 The rights of Kangaroo under this agreement are in addition to, and not exclusive of, any rights or
remedies provided by the common law.
14. TERMINATION
14.1 Without affecting any other right or remedy available to it, either party may terminate this agreement
with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for
payment and remains in default not less than 10 days after being notified in writing to
make such payment;
(b) the other party commits a material breach of any other term of this agreement which
breach is irremediable or (if such breach is remediable) fails to remedy that breach within a
period of 14 days after being notified (in writing) to do so;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay
its debts as they fall due or admits inability to pay its debts or [(being a company or limited
liability partnership) is deemed unable to pay its debts within the meaning of section 123 of
the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or
as having no reasonable prospect of so doing, in either case, within the meaning of section
268 of the Insolvency Act 1986;
(d) the other party commences negotiations with all or any class of its creditors with a view to
rescheduling any of its debts, or makes a proposal for or enters into any compromise or
arrangement with any of its creditors;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in
connection with the winding up of that other party (being a company);
(f) an application is made to court, or an order is made, for the appointment of an
administrator, or a notice of intention to appoint an administrator is given or if an
administrator is appointed, over the other party (being a company);
(g) the holder of a qualifying floating charge over the assets of that other party (being a
company) has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over all or any of the assets of the other
party or a receiver is appointed over all or any of the assets of the other party;
(i) a creditor or encumbrancer of the other party attaches or takes possession of, or a
distress, execution, sequestration or other such process is levied or enforced on or sued
against, the whole or any part of the other party's assets and such attachment or process
is not discharged within 14 days;
(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction
to which it is subject that has an effect equivalent or similar to any of the events mentioned
in clause 14.1(c) to clause 14.1(i) (inclusive); and
(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a
substantial part of its business.
15. CONSEQUENCES OF TERMINATION
15.1 On termination or expiry of this agreement:
(a) the Supplier shall immediately deliver to Kangaroo all Deliverables whether or not then
complete, and return all of Kangaroo Materials and Kangaroo's Equipment. If the Supplier
fails to do so, then Kangaroo may enter the Supplier's premises and take possession of
them. Until they have been delivered or returned, the Supplier shall be solely responsible
for the safe keeping of all Deliverables, Kangaroo Materials and Kangaroo's Equipment in
its possession and will not use them for any purpose not connected with this agreement;
and
(b) the Supplier shall, if so requested by Kangaroo, provide all assistance reasonably
required by Kangaroo to facilitate the smooth transition of the Services to Kangaroo or any
replacement supplier appointed by it.
(c) the following clauses shall continue in force: clause 1 (Interpretation), clause 7
(Intellectual Property Rights), clause 12 (Confidentiality), clause 13 (Limitation of liability),
clause 15 (Consequences of termination), clause 16 (Inadequacy of damages), clause 19
(Governing law) and clause 20 (Jurisdiction).
15.2 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of
the parties that have accrued up to the date of termination or expiry, including the right to claim
damages in respect of any breach of the agreement which existed at or before the date of termination
or expiry.
16. INADEQUACY OF DAMAGES
16.1 Without prejudice to any other rights or remedies that Kangaroo may have, the Supplier acknowledges
and agrees that damages alone would not be an adequate remedy for any breach of the terms of this
agreement by the Supplier. Accordingly, Kangaroo shall be entitled to the remedies of injunction,
specific performance or other equitable relief for any threatened or actual breach of the terms of this
agreement.
17. MISCELLANEOUS
17.1 The Supplier shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over
or deal in any other manner with any of its rights and obligations under this agreement.
17.2 Subject to clause 5 (Change control), no variation of this agreement shall be effective unless it is in
writing and signed by the parties (or their authorised representatives).
17.3 A waiver of any right or remedy under this agreement or by law is only effective if given in writing and
shall not be deemed a waiver of any subsequent right or remedy.
17.4 A failure or delay by a party to exercise any right or remedy provided under this agreement or by law
shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any
further exercise of that or any other right or remedy. No single or partial exercise of any right or
remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or
any other right or remedy.
17.5 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it
shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this
agreement.
17.6 If any provision or part-provision of this agreement is deemed deleted under clause 17.5 the parties
shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible,
achieves the intended commercial result of the original provision.
17.7 This agreement constitutes the entire agreement between the parties and supersedes and
extinguishes all previous agreements, promises, assurances, warranties, representations and
understandings between them, whether written or oral, relating to its subject matter.
17.8 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint
venture between any of the parties, constitute any party the agent of another party, or authorise any
party to make or enter into any commitments for or on behalf of any other party.
17.9 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
17.10 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999
to enforce any term of this agreement.
18. COUNTERPARTS
18.1 This agreement may be executed in any number of counterparts, each of which when executed shall
constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
18.2 Transmission of the executed signature page of a counterpart of this agreement by (a) fax or (b) email
(in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this
agreement. If either method of delivery is adopted, without prejudice to the validity of the agreement
thus made, each party shall provide the others with the original of such counterpart as soon as
reasonably possible thereafter.
19. GOVERNING LAW
19.1 This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of
or in connection with it or its subject matter or formation shall be governed by and construed in
accordance with the law of England and Wales.
20. JURISDICTION
20.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to
settle any dispute or claim (including non-contractual disputes or claims) arising out of or in
connection with this agreement or its subject matter or formation.