PLATFORM TERMS AND CONDITIONS

2. INDEMNITY

1. CLIENT shall, at its expense, indemnify and defend SPOTTABL against any claim or action brought against SPOTTABL based on, as a result of, or in connection with (1) any illegal, offensive use of the networks of SPOTTABL, or (2) any claim that the Product Offering or any portion thereof have been used by the CLIENT or its agents/employees in an objectionable and inappropriate manner; or (3) claims of infringement of intellectual property rights of third parties; and CLIENT shall pay any costs, damages, reasonable attorneys' fees, or other expenses incurred by SPOTTABL with respect to any such claim or action.
2. In case of any tax related non-compliance by either party because of which a demand is raised on the other Party by the tax/GST authorities, such defaulting party shall fully indemnify the non-defaulting party and be liable to pay the applicable taxes/amounts (including interest, penalty and associated litigation costs)
3. SPOTTABL shall, at its expense, indemnify and defend CLIENT against any claim or action brought against CLIENT based on, as a result of, or in connection with (i) breach of applicable laws by SPOTTABL, (ii) breach of any of its obligations, representations and warranties and/or the terms of this agreement, (iii) willful misconduct, fraud, misrepresentation by SPOTTABL or any of its representatives,(iv) third party claims of infringement of intellectual property rights. SPOTTABL shall pay any costs, damages, reasonable attorneys' fees, or other expenses incurred by the CLIENT with respect to any such claim or action.
4. Except for losses, damages, liabilities or Claims arising from, or as a result of or in connection with or relating to the Client’s: (a) breach of its confidentiality obligations or the Applicable Law, (b) infringement on or misappropriation of any third party intellectual property rights, (c) indemnification obligations, neither Party be liable for any special, punitive, incidental, indirect or consequential damages, including but not limited to any loss of profits, revenue, business or data of any kind in connection with this Agreement, whether under contract, tort, or otherwise, including for negligence, even if the other Party has been informed in advance of the possibility of such damages.

3. ASSIGNMENT

1. Neither party shall assign or transfer any or all of its rights or obligations under this Agreement without the prior written consent of the other part

4. INTELLECTUAL PROPERTY

1. Neither Party will have any rights to use in any manner whatsoever the other Party’s intellectual property including trademarks, service marks and logos without prior written authorization of that other Party. Neither Party shall issue any press release, interview or other public statement regarding this Agreement or the Parties’ relationship without the prior written consent of the other Party. Neither Party shall use the name of the other Party for any of its marketing or presentation activities without the prior written consent of the other Party.
2. Neither Party shall disclose the terms of this Agreement to any third party without the prior written consent of the non-disclosing Party except as may be required by regulatory authority, auditor, external legal consultants
3. CLIENT acknowledges and agrees that its usage of Product Offering under this Agreement amounts to access and usage of the intellectual property belonging to SPOTTABL. CLIENT agrees that it shall at all times, while availing the Product Offering under this Agreement, respect and protect the intellectual property belonging to SPOTTABL against any form of misuse; and further undertakes that any act or omission on its part that results in usage, abuse or enjoyment of benefit of Product Offering by a third party not entitled to avail the Product Offering or its benefits hereunder, shall amount to violation and infringement of intellectual property belonging to SPOTTABL (the “Intellectual Property Infringement”)
4. “SPOTTABL License” means the licenses owned by SPOTTABL that may be accessed by CLIENT as a result of usage of Product Offering pursuant to this Agreement. All materials including, but not limited to, SPOTTABL License, any software, data and information provided by SPOTTABL, and all intellectual property, copyrights, trademarks, patents, trade secrets, any other proprietary rights inherent therein and appurtenant thereto, used by SPOTTABL to provide the Product Offering, whether developed alone or jointly with others, (collectively “SPOTTABL Materials”) shall remain the sole and exclusive property of SPOTTABL or its suppliers. Nothing herein is intended to, or shall, convey any right or ownership interest to CLIENT or any other person or entity in or to such SPOTTABL Materials. Upon payment of the fees for the Product Offering, SPOTTABL grants CLIENT a limited, non-exclusive, non- transferable and revocable license to use, only in accordance with this Agreement, SPOTTABL Materials that are incorporated into, or embodied within the Product Offering, provided that CLIENT is in compliance with this Agreement.

5. CONFIDENTIAL INFORMATION

1. “Confidential Information” means any information and data, including in tangible, electronic or other form, of SPOTTABL or CLIENT that is identified as confidential or proprietary at the time of disclosure or which should be understood to be confidential by the nature of the information or the circumstances of the disclosure. Confidential Information shall include without limitation Services, products, data, business plans, strategies, technology, software, documentation, methodologies, know-how, technical information, financial information, information regarding each Party’s operations, business relationships and the terms of this Agreement. Confidential Information shall not include any information which: (a) is known to the receiving Party prior to receipt hereunder from a source other than one having an obligation of confidentiality to the disclosing Party; (b) becomes lawfully known (independently of disclosure by the disclosing Party) to the receiving Party from a source other than one having an obligation of confidentiality to the disclosing Party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement; or (d) is independently developed by the receiving Party without use of the Confidential Information. The receiving Party agrees that it will not use the Confidential Information of the disclosing Party in any way, for its own account or the account of any third party, except for the purpose of performing this Agreement, nor will the receiving Party disclose the Confidential Information of the disclosing Party to any third party except as required by law. The receiving Party will take reasonable precautions to protect the confidentiality of such Confidential Information. The obligations in this section of the Agreement shall survive for a period of six (6) months beyond the termination of this Agreement.

6. RELATIONSHIP OF THE PARTIES

1. Nothing contained or implied in this Agreement constitutes CLIENT or SPOTTABL being the partner, employer, employee, agent or representative of the other for any purpose or creating any joint venture, partnership, agency or trust between them. SPOTTABL will be considered an independent contractor when performing Services under this Agreement. Neither CLIENT nor SPOTTABL has any authority to bind the other in any way, except under the provisions of this Agreement.

7. PARTIAL INVALIDITY

1. If any provision of this Agreement is held to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision that is valid and enforceable and most nearly reflects the original intent of the unenforceable provision.

8. OVERRIDING EFFECT

1. The terms and conditions of this Agreement (including the terms & conditions regulating the usage of www.spottabl.com incorporated hereinabove by reference) constitutes the entire agreement and understanding of the Parties with respect to its subject matter, and shall supersede all oral negotiations and prior and contemporaneous writings with respect thereto. This Agreement may not be altered, amended, or modified except by a written instrument signed by the duly authorized representatives of the Parties.

9. PROPRIETARY RIGHTS

1. SPOTTABL and CLIENT will continue to own all copyrights, patents, trademarks, service marks, trade secrets and other proprietary rights that such Party owned immediately prior to the Effective Date.

10. LIMITATION OF REMEDIES

1. In the event SPOTTABL breaches its obligations under this Agreement, CLIENT’S sole and exclusive remedy is to request in writing, specifying the nature of the default in reasonable detail, that SPOTTABL cure the default as soon as commercially reasonable. The aforementioned remedy shall be without prejudice to any other remedy that the CLIENT may have under applicable laws

11. JURISDICTION

1. This Agreement shall be deemed to be a contract made under, and shall be construed in accordance with, the laws of the Republic of India (as applicable) Courts in Bangalore shall have exclusive jurisdiction over any disputes arising from this Agreement. SPOTTABL shall render Product Offering under this Agreement from its headquarters located in Bangalore.

12. CONFLICT OF PROVISIONS

1. Notwithstanding anything to the contrary in the Agreement, the Parties hereby agree that in the event of a conflict between the terms and conditions of this Agreement and any of its Annexures contained herein, the terms and conditions of this Agreement shall prevail.

13. NO THIRD PARTY BENEFICIARIES

1. This Agreement is for the sole benefit of the Parties hereto and their lawful successors and permitted assigns and shall not be construed as conferring any rights and benefits on any other party.

14. SURVIVAL

1. Clauses that by their nature are meant to survive, shall survive termination of this Agreement.

15. FORCE MAJEURE

1. Neither Party will be liable for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control in the event of Force Majeure, and will be entitled to a reasonable extension of time to remedy any such delay or failure to perform. For purposes of this Agreement, Force Majeure shall mean a cause or event that is beyond the reasonable control of the Party seeking protection under this clause, including acts of God, fires, floods, explosions, riots, wars, hurricane, terrorism, restraint of government and governmental acts. The rights of the Parties shall remain suspended during the continuance of the event of Force Majeure. This Agreement shall stand terminated if the event of Force Majeure continues for a consecutive period of more than 30 days.

16. RELATIONSHIP BETWEEN THE PARTIES

1. Each Party shall at all times be considered as an independent contractor and shall have no authority to assume or create any obligation whatsoever expressed or implied, in the name of the other Party or to bind the other Party in any way or manner. All transactions are strictly on a principal to principal basis in the course of trade/business. Nothing in this Agreement shall be deemed to constitute either Party a partner, agent or legal representative of the other Party, or to create any fiduciary relationship between the Parties.

1. DEFINITIONS

Unless the context otherwise requires, the capitalized terms used herein below shall have the meaning assigned to them hereunder:

1. “Defaulting Party” shall have the meaning ascribed to the term in Clause 14.2.
2. “Fees” shall have the meaning ascribed to in Clause 4.2.
3. “Force Majeure Event” shall have the meaning ascribed to the term in Clause 17.1.
4. “Prospects” shall have the meaning ascribed to the term in Clause 3.2.
5. “SPOC” shall have the meaning ascribed to the term in Clause 8.1.
6. “Term” shall have the meaning ascribed to the term in Clause 14.1.

2. INTERPRETATION

In this Agreement, unless the context otherwise requires:

1. Words importing the singular shall include the plural and vice versa, where the context so requires;
2. References to any Law shall include such Law as from time to time enacted, amended, supplemented or re-enacted;
3. Reference to one gender shall include a reference to the other genders;
4. References to the words “include” or “including” shall be construed without limitation;
5. References to this Agreement or any other agreement, deed, instrument or document shall be construed as a reference to this Agreement, such other agreement, deed, instrument or document as the same may from time to time be amended, varied, supplemented or novated in accordance with the terms of this Agreement;
6. The headings and titles in this Agreement are indicative and shall not be deemed part thereof or be taken into consideration in the interpretation or construction of this Agreement.

3. SERVICES

1. The Expert Recruiter will provide, from time to time as listed on Spottabl, services to or for the benefit of Spottabl’s client by providing resumes of candidates suitable to specifications as per the listed job profile and open postings on Spottabl.
2. The Expert Recruiter shall identify and shortlist suitable candidates (“Prospects”) as per the written job profile and client’s business, company story, role details, interview process updated on Spottabl after proper screening and evaluation of such Prospects.
3. The Expert Recruiter shall act as an interface between the Company and the Prospects and shall be responsible for arranging meetings, discussions and interviews of the Prospects with the Company.

4. SELECTION OF PROFESSIONALS

1. The Expert Recruiter would be assigned the particular openings available on Spottabl on the basis of their expertise as indicated to the onboarding team and the Spottabl platform profile and the Expert Recruiter shall have full access to the complete information required for all the openings specifically assigned to him/ her along with the billing details of each vacancy. Such openings will be assigned on an non-exclusive basis, certain Expert Recruiters may be granted Role Exclusivity at the discretion of the Spottabl team on the basis of criteria including but not limited to performance, responsiveness, process compliance, quality of profiles and candidate story etc.
2. Upon the Prospects being selected and confirmed by the client for the specified job and thereupon accepting and joining the client, the Expert Recruiter shall be paid consideration based on the billing details for the position for its efforts in identifying, referring and assisting in engaging the Prospect on Spottabl (“Fees”). Payment for the qualified lead will be done on a monthly basis and for the marketplace roles it will always be in line with the contract the Company signs with the client The fee for the qualified lead roles and the marketplace roles will be mention in the SOW.

5. LIFE OF RESUME AND CANDIDATE DUPLICATION

1. The resume of each Prospect posted by the Expert Recruiter to Spottabl will have a life of 6 (six) months from the date of posting. If Spottabl receives the same resume against the same job posting, then the Company will not take that resume forward to the client.
2. The candidate duplication check will be done on the basis of - candidate Name, Email and Phone Number. In case the above details are not entered properly, the Expert Recruiter will not be able to claim candidate ownership in the case of a conflict arising due to duplication

6. REPLACEMENT GUARANTEE

1. The Expert Recruiter agrees and understands that, in the event that the selected Prospect voluntarily terminates its employment with the Company’s client within as per the below timeline
   1. positions above 90 lakh - 6 months replacement period from the date of joining
   2. positions below 90 lakh - 3 months replacement period from the date of joining
   of his/ her joining the Company’s client, the Company, at its sole discretion, shall have the right to exercise the following three options:-
   1. seek a suitable replacement Prospect under its replacement guarantee; or
   2. set off the Fees paid to the Expert Recruiter for such candidate against the Fees due to the Expert Recruiter for its Services for other candidates, until the entire amount already paid for the recruitment of the selected Prospect is entirely set off; or
   3. claim and receive the refund of the said amount within 30 (thirty) days of the date of termination of his/her employment.
   4. The difference in Commercials of the replaced candidate's revenue sharing will be either adjusted in the next invoice or additionally payable by Spottabl as applicable.
2. It is hereby clarified that if the Prospect has voluntarily terminated his/ her employment within 30 (Thirty) days of joining the Company’s client, then the Company shall not be liable to make any payment of Fees to the Expert Recruiter.

7. PAYMENT TERMS

1. For the roles subscribed under ER Pack, the Expert Recruiter would receive the payment within 15 days from the day the Company receives the payment from its client, which is generally after 30-60 days of the date of joining the candidate. Therefore, the Expert Recruiter agrees to raise an invoice after 30 (thirty) days of the date of joining of the candidate. However, Spottabl will communicate the commercial terms, % of the transaction fee when the expert recruiter starts engagement with each role. These transaction fees, terms and conditions would differ from client to client and would be governed by the agreement between the client and the Company.
2. Under the qualified lead role model the fees would be payable on a monthly basis as per payment terms agreed under Annexure A of this Agreement.
3. All payments shall be paid by cheque or electronic payment payable in favor of the Expert Recruiter.
4. Goods and service Tax on the Fees shall be charged extra as per the applicable rates in force at the time of billing.

8. FACILITATION

1. In case the Expert Recruiter is a Company, it shall designate one of its employees as the single point of contact (“SPOC”) for dealing with all matters arising out of this Agreement. The SPOC will handle and manage all issues in relation to the Services provided under the Agreement, from time to time till the termination of this Agreement. The Expert Recruiter shall notify the Company, the name and contact details of their SPOC.
2. The Expert Recruiter represents and warrants to the Company that they shall not represent or provide any information to the Prospects which is contrary to the information or data provided by the Company or Company’s client to the Expert Recruiter.

9. INDEMNITY

1. The Expert Recruiter (in such case the “Indemnifying Party”) shall promptly on demand indemnify and hold harmless the Company and the Company’s officers, directors, employees and agents (in such case the “Indemnified Party”) from and against any and all liabilities, claims, costs and expenses incurred or suffered, or to be incurred or suffered, by the Indemnified Party that arise out of or in any way relate to, or result from the breach of terms of this Agreement by the Indemnifying Party.

10. NON-EXCLUSIVITY

1. It is expressly agreed and understood between the Parties that this Agreement is on a non-exclusive basis and the Company has the right to engage as many individuals, companies/ firms for availing Services or any other services, similar to that provided by the Expert Recruiter. However, the roles that are given to the Expert Recruiter to find suitable candidates would be exclusive until the time the Expert Recruiter is unable to provide services in accordance with the agreed SLA. The Expert Recruiter would have an exclusive engagement with the Company and in case of a firm, the clientele base of the firm should be disclosed with the Company before the start of the arrangement with the Company.

11. NON-SOLICITATION & NON-COMPETE

1. The Expert Recruiter represents that during the Term of this Agreement and for a period of 1 (one) year thereafter, the parties shall not, without the prior written consent, attempt or try to solicit the employees of the Company and its associate companies in any manner whatsoever.
2. The Expert Recruiter is strictly prohibited to misuse the Client’s information available on the portal and not solicit, poach or attempt to poach the Client directly or indirectly through any of the representatives, employees or influencers associated with the client during the course of this Agreement and one year thereafter. The similar restriction applies to Expert Recruiter’s associate companies or firms. Breach of this term will result into immediate termination of this contract and withholding any pending payments upto resolution of such dispute between Spottabl and the Expert Recruiter

12. CONFIDENTIALITY

1. The Company may as a result of the relationship contemplated hereunder disclose to the Expert Recruiter such confidential information as may be necessary to further the performance of this Agreement. The Expert Recruiter hereby agrees to keep secret and confidential the proprietary information and all other information available at the portal during the subsistence of this Agreement. Dissemination of such proprietary information of the Company and the Company’s client shall be restricted to the Expert Recruiter and its employees strictly on a need-to know basis.
2. Further, the Expert Recruiter undertakes to the Company:
   1. to keep confidential any information given to them by the Company;
   2. to use the confidential information solely in connection with the performance of this. Agreement.
3. The aforesaid confidentiality obligations will not extend to the confidential information which:
   1. is disclosed with the prior written consent of the Company; or
   2. is required to be disclosed pursuant to applicable Law, order or court or government authority or is appropriate in connection with any necessary or desirable intimation to the Government or any regulatory authority.
4. Upon request by the Company, the Expert Recruiter must deliver to the Company all documents and other materials in any medium in its possession or control which contain or refer to the Company’s confidential information. If the documents or other materials are not capable of being returned, the Expert Recruiter must destroy and certify the destruction of such documents and materials to the reasonable satisfaction of the Company.

13. REPRESENTATION AND WARRANTIES

Each Party represents and warrants to the other Party as follows (who, as a result, have been induced to enter into this Agreement and into the transactions contemplated herein):

1. it is a company duly organized, validly existing, and in good standing under the laws of India;
2. execution and performance of this Agreement by such Party and the consummation of the transactions contemplated hereby do not and will not contravene the certificate of incorporation or by-laws of such Party and do not and will not conflict with or result in (i) a breach of or default under any indenture, agreement, judgment, decree, order or ruling to which such Party is a party that would materially adversely affect such Party’s ability to perform its obligations under this Agreement; or (ii) a breach of any applicable Law;
3. it has the corporate capacity to enter into this Agreement and to perform its obligations hereunder and acknowledges that the other Party has relied upon the completeness and accuracy of such representation, warranty and covenant in entering into this Agreement. The representative of the Parties executing the Agreement on its behalf is also adequately authorized to execute the Agreement and legally bind such Party to the terms contained herein; and
4. it shall comply with all applicable Laws in the performance of its obligations and the exercise of its rights under this Agreement including without limitation any and all laws applicable to the Expert Recruiter in relation to provision of Services and direct and indirect tax legislations including goods and service tax or any other statutory levies cess or duties, labour regulations and any other laws, rules, regulations or government orders which may be applicable to such Party.

14. GOVERNING LAW

1. This Agreement shall be governed by the laws of India and subject to the provisions of Clause 16 (Dispute Resolution), the courts at Bangalore only shall have the exclusive jurisdiction in respect of any matter or dispute connected with this Agreement.

15. DISPUTE RESOLUTION

1. Any dispute which arises between the Parties shall be attempted to be resolved by good faith discussions between the Parties.
2. Where the Parties are unable to resolve such disputes by good faith discussions within a period of 30 (thirty) business days from the date of a written notice by either Party notifying existence of such dispute, either Party shall be free to refer the dispute to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996. This Agreement and the rights and obligations of the Parties shall remain in full force and effect pending the award in such arbitration proceedings.
3. The place and seat of arbitration shall be Bangalore and the language of the arbitration shall be English.
4. The arbitration shall be conducted by 1 (one) arbitrator to be jointly appointed by the Parties. In case the Parties fail to appoint an arbitrator, within 30 (thirty) days from the submission of a dispute for settlement through arbitration, the arbitrator shall be appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996.
5. The award rendered shall be in writing and shall set out the facts of the dispute and the reasons for the arbitrator’s decision.
6. Notwithstanding anything contained in this Agreement, both Parties acknowledge and agree that the covenants and obligations with respect to the matters covered by this Agreement and set forth herein relate to special, unique and extraordinary matters, and that a violation of any of the terms of such covenants and obligations will cause irreparable loss and injury to the aggrieved Party. Therefore, notwithstanding the provisions of this Agreement, either Party shall be entitled to approach any appropriate forums for obtaining an injunction, restraining order or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate.

16. CANDIDATE PRIVACY

1. The profiles uploaded on Spottabl either on a particular role or in the private pool will remain exclusive to the particular Expert Recruiter. Spottabl will not access the private pool for the purpose of commercial gain or placement on one of it’s clients without the consent of the Expert Recruiter
2. Different Expert Recruiters are allowed to process the same candidate on different roles, therefore the candidate is non-exclusive to any one Expert Recruiter and Spottabl will not prohibit the addition of the same candidate by different Expert Recruiters to their respective private pool

17. FORCE MAJEURE

1. A Party shall not be liable for any delay or default in the event such Party is unable to perform any of its obligations under this Agreement as a result of natural disasters, actions or decrees of governmental bodies, pandemic, communication line failures which are not caused due to the fault of the affected Party, or any other delay or failure which arises from causes beyond a Party’s reasonable control and without negligence or willful misconduct of the Party otherwise chargeable with failure, delay or default (hereafter referred to as a “Force Majeure Event”). The Party whose performance has been so affected shall immediately give written notice to the other Party of the facts which constitute the Force Majeure Event, and shall do everything reasonably possible to resume performance. For the avoidance of doubt, a Force Majeure Event shall exclude any event that a Party could reasonably have prevented by exercise of diligence. If the period of non-performance exceeds 30 days from the receipt of written notice of the Force Majeure Event, either Party may by giving written notice terminate the Agreement.

18. RELATIONSHIP BETWEEN THE PARTIES

1. Each Party shall at all times be considered as an independent contractor and shall have no authority to assume or create any obligation whatsoever expressed or implied, in the name of the other Party or to bind the other Party in any way or manner. All transactions are strictly on a principal to principal basis in the course of trade/business. Nothing in this Agreement shall be deemed to constitute either Party a partner, agent or legal representative of the other Party, or to create any fiduciary relationship between the Parties.

19. NOTICES

1. Any notice, request, consent, waiver or other communication required or permitted hereunder shall be effective only if it is in writing and shall be deemed received by the Party to which it is sent (i) upon delivery when delivered by hand, (ii) three (3) days after being sent, if sent with all sending expenses prepaid, by an express courier with a reliable system for tracking delivery, (iii) when transmitted, if sent by confirmed facsimile, or (iv) fourteen (14) days after the date sent, if sent by certified or registered mail, postage prepaid, return receipt requested, addressed as follows for spottabl:

   To the Company: Attn Mr Satheesh KV

   Address: No. 2907, Club Rd, 687, 22nd Cross Road 2nd Sector, Parangi Palaya, Sector-2 HSR Layout, Bengaluru - 560102

20. ASSIGNMENT AND SUBCONTRACTING

1. Except as specifically set forth in this Agreement, the Expert Recruiter shall not assign or subcontract any of its rights, obligations, or responsibilities under this Agreement without the prior written consent of the Company. All terms and conditions of this Agreement shall be binding upon and shall ensure to the benefit of the Parties hereto and their successors and authorized assignees.

21. AMENDMENT

1. No modifications, alterations, amendment or waivers of any provisions contained herein shall be binding on the Parties hereto unless evidenced in writing and signed by duly authorized representatives of both the Parties. The requirement of written form can also only be waived in writing.

22. SEVERABILITY

1. It is the intent of the Parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable Laws and such invalidity or unenforceability shall not affect the other provisions of this Agreement.

23. WAIVER

1. Except as expressly provided in this Agreement, no waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party waiving such provision. No failure or delay by a Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by a Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any preceding or subsequent breach of that or any other provision hereof.

24. SURVIVAL

1. The following provisions shall survive expiry/termination of this Agreement: Clause 12 (Confidentiality), Clause 13 (Representations and Warranties), Clause 14.5 (Consequences of Termination), Clause 15 (Governing Law), Clause 16 (Dispute Resolution), Clause 17.3 (Notices), Clause 17.4 (Assignment and Subcontracting), and Clause 17.8 (Survival).

25. FURTHER ASSURANCE

1. Each Party shall cooperate with the other Party and execute and deliver to the other Party such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, evidence and confirm their rights hereunder and the intended purpose of this Agreement and to ensure the complete and prompt fulfillment, observance and performance of the provisions of this Agreement and generally that full effect is given to the provisions of this Agreement

26. ENTIRE AGREEMENT

1. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof to the exclusion of all other previous understandings and assurances, between all or any of the Parties in relation to all or any of such matters, either written or oral.

27. COUNTERPARTS

1. This Agreement may be executed in any number of originals or counterparts, each in the like form and all of which when taken together shall constitute one and the same document, and any Party may execute this Agreement by signing any one or more of such originals or counterparts. This Agreement may be executed by delivery of the signature page hereof by facsimile transmission or electronic mail in “portable document format” (“.pdf”), which shall be as effective as signing and delivering the counterpart in person.