AGREEMENT

1. Definitions and Interpretation
   1. In this Agreement:

      "Budget"	means the budget containing details of all projected costs and expenses for developing the Deliverables and hosting the Web Site in accordance with this Agreement.
      "Code"	means all computer programming code (both object and source, unless otherwise specified), as modified or enhanced from time to time by the Contractor, including, without limitation, all interfaces, navigational devices, menus. menu structures or arrangements, icons. help, operational instructions. script, commands, syntax HTML (hyper-text mark-up language), XHTML, design, templates written in Microsoft ASP or other scripting languages, and the literal and non-literal expressions of ideas that operate, cause, create, direct, manipulate, access or otherwise affect the Content whether created or licensed from third parties by the Contractor including without limitation, any Intellectual Property Rights in such material.
      "Confidential Information"	means in relation to either party any information which is disclosed to that party by the other party (whether or not developed by the other) including, without limitation (a) the preparation and Specifications of the Deliverables, (b) pre-existing or new information that relates to all ideas, designs, methods, discoveries, improvements, products or other results of consulting services, (c) trade secrets, (d) product data, (e) proprietary rights, (f) business and financial affairs, (g) product developments, and (h) customer and employee information.
      "Content"	means all test, graphics, animation, audio and/or digital video components and all other components of the Deliverables and the selection and arrangement thereof, other than the Code whether created by the Contractor or provided by the Company for purposes of developing the Deliverables, including without limitation any Intellectual Property Rights therein.
      "Deliverables"	means all Code [other than source code], Content and other online materials to be produced by the Contractor hereunder as more fully described in the Work Statement. including all documentation such as logic manuals, flow charts, principles of operation, technical manuals and other written materials that relate to the object code, provided however, that documentation does not include end-user instructions, manuals or other operating documentation or materials.
      "Intellectual Property Rights"	means any patent, copyright, trademark and design rights (in either case registered or unregistered) format rights, topography rights, trade secrets, moral right, right of attribution or integrity right to confidentiality know-how or other intellectual or industrial property rights or proprietary rights arising under the laws of any jurisdiction (including, without limitation, all claims and causes of action for infringement, misappropriation or violation thereof and all rights in any registrations and renewals)
      "Pre-existing Work"	means any pre-existing original works of authorship contained in the Content as identified in the Work Statement
      "Specifications"	means the requirements for the development of the Deliverables, including operational and functional capabilities and performance
      "Term"	means the period of this Agreement as described in Clause 4.1 subject to earlier termination in accordance with this Agreement
      "Web Site"	means the Company's World Wide Web site to be developed by the Contractor pursuant to this Agreement
      "Work Statement"	means the Work Statement set out in the Schedule hereto, as revised by the parties from time to time, containing (i) a description of the Deliverables (including Specifications) to be delivered, and any services to be performed, including the hosting of the Web Site, by the Contractor for Company, (ii) a Budget and (iii) a Work Programme. The Work Statement also includes provisions for the customer to track the progress of the website development via the Evolution Ecommerce from Evolution Software CRM software and/or written/oral progress reports by the Contractor, detailed functional and technical specifications and standards for all services and Deliverables, including quality standards, documentation standards, lists of any special equipment to be procured by the Contractor or provided by the Company for use in performance of the work, test plans and scripts, and such other terms and conditions as may be mutually agreed by the parties.
      "World Wide Web"	means a global computer network of servers and files containing text and graphics accessible through use of hypertext transfer protocol.

   2. Unless the context otherwise requires, each reference in this Agreement to:-
      1. "writing" and any cognate expression, includes a reference to any communication effected by email & facsimile transmission or similar means
      2. "working day" is a reference to any day other than Saturday or Sunday which is not a bank or public holiday [in the territory of either party]
      3. a statute or provisions of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time
      4. "this Agreement" is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time
      5. a Schedule is a schedule to this Agreement
      6. a clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.
   3. In this Agreement:-
      1. any reference to the parties includes a reference to their respective [personal representatives, heirs], successors in title and permitted assignees
      2. any reference to a person includes any body corporate, unincorporated association, partnership or any other legal entity
      3. words importing the singular number include the plural and vice versa
      4. words importing any gender include any other genders.
   4. The headings in this Agreement are for convenience only and shall not affect its interpretation.
2. Scope of Services
   1. Services
      The Contractor shall author, design, create, develop, test and produce the Deliverables, and host the Web Site, in accordance with the Work Statement for the purpose of establishing and hosting the Web Site. At any time during the term of this Agreement, the Company may request additional services to be performed by the Contractor in connection with the Web Site, including any updates or upgrades. Such additional work shall be agreed upon in writing by the parties and shall service as an addition or revision to the Work Statement, shall be subject to the terms of this Agreement and become effective upon execution, by authorised representatives of both parties, of a written statement of the revision
   2. Notice of Delay
      The Contractor agrees to use commercially reasonable efforts to complete the Deliverables in a timely manner according to the Work Programme but the obligations with respect to meeting the Work Programme are subject to delays caused by unforeseen circumstances, by any voluntary action of the Company or of any third parties beyond the control of the Contractor. The Contractor agrees to notify the Company promptly of any event coming to its attention that may affect the Contractor's ability to meet the requirements of the Work Statement, or that is likely to cause any material delay in delivery of the Deliverables. The Contractor shall not be in breach of this Agreement as a result of a reasonable delay in delivering the Deliverables occurring for any reason.
   3. Changes
      Changes in the Work Statement shall become effective only upon written agreement of the parties. An equitable adjustment in compensation will be made for the out of pocket costs of any performance or preparation already undertaken. The Contractor shall make reasonable efforts to accommodate (but shall not be required to accept) any change requests made by the Company that increase the cost or magnitude of performance, provided that the proposed changes are reasonable in scope and the Company establishes a commensurate increase in compensation.
3. Compensation
   Amounts and modes of payment for the Deliverables, hosting of the Web Site and any related services shall be set forth in the Work Statement subject to the following provisions:
   1. Fixed Price
      If the Contractor quotes an unqualified and unconditioned price for the hosting services, Deliverables or particular services in the Work Statement, the amount quoted shall be deemed a fixed price. Unless the Work Statement provides for progress payments, deferral of payment after completion or some other form of payment schedule, the Company shall pay the full amount of the fixed price associated with the Deliverables and shall begin making payments for the Contractor's hosting services upon delivery
   2. Time and Materials
      With respect to Deliverables, hosting services and other services for which the parties determine that payment on a fixed price basis is not appropriate, the Work Statement may provide for payment on the basis of time and materials, determined according to the daily rates set for the Contractor's employees by skill level in the schedule of rates to be agreed to by the parties and attached hereto. The parties may agree on a maximum aggregate amount for particular services or Deliverables. The Contractor shall use all commercially reasonable efforts to complete the specified services and/or Deliverables, or host the Web Site for a specified period of time, for no more than such aggregate amount. Should the Contractor determine at any time that it may be necessary to exceed such aggregate amount, the Contractor shall provide a written notice to the Company, indicating the estimated cost to complete the pertinent services and/or Deliverables. Following receipt of such estimate, the Company shall immediately instruct the Contractor in writing to (i) halt work with respect to such services and/or Deliverables, (ii) continue on a time and material basis, or (iii) suspend work pending further negotiation of a fixed price for completion
      The daily rates prescribed by the schedule of rates shall be in lieu of compensation or reimbursement for any costs or burden incurred by the Contractor except as specifically set out in the Work Statement. Rates quoted by the Contractor in a schedule of rates are subject to change upon thirty (30) days' advance notice. Provided that any such change shall have no effect upon rates or charges for work already rendered or scheduled to be rendered within thirty (30) days of the issuance of such notice.
4. Term and Termination
   1. Term
      This Agreement will remain in effect through the 5 year period during which the parties agree that the Contractor will host the Web Site, as described in the Work Statement.
   2. Duration and Termination
      Either party shall have the right, exercisable by giving not less than 6 months written notice to the other at any time prior to the expiry of the period specified in Clause 4.1 (or any further period for which this Agreement has been extended pursuant to this pursuant to this provision) to extend this Agreement for a further period of 5 years.
   3. Either party may terminate this Agreement after the Website has been developed and commissioned by giving to the other not less than 6 months written notice, to expire on or at any time after the initial 5 year period
   4. Either party may forthwith terminate this Agreement by giving written notice to the other party if:
      1. any sum owing to that party by that other party under any of the provisions of this Agreement is not paid within 30 days of the due date for payment
      2. that other party commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 90 days after being given written notice giving full particulars of the breach and requiring it to be remedied
      3. an encumbrancer takes possession, or (where that other party is a company) a receiver is appointed, of any of the property or assets of that other party
      4. that other party makes any voluntary arrangement with his or its creditors or (being a company) becomes subject to an administration order (within the meaning of the Insolvency Act 1986)
      5. that other party (being an individual or firm) has a bankruptcy order made against him or it or (being a company) goes into liquidation (except for the purposes of amalgamation or re-construction and in such a manner that the company resulting there from effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement)
      6. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party
      7. that other party ceases, or threatens to cease, to carry on business
      8. control of that other party is acquired by any person or Connected Persons not having control of that other party on the date of this Agreement
   5. For the purposes of Clause 4.4.2, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that the time of performance is not of the essence)
   6. The rights to terminate this Agreement given by this Clause 4 shall not prejudice any other right to remedy of either party in respect of the breach concerned (if any) or any other breach.
5. Effects of Termination
   Upon the termination of this Agreement for any reason:-
   1. any sum owing by the Company to the Contractor under any of the provisions of this Agreement shall be immediately payable and the Company will pay the Contractor for all unpaid invoices and uncompensated staff time and expenses up to the date of termination; provided, however, that if the Deliverables and/or hosting services are being performed on a fixed price billing basis, all staff time and expenses shall be paid as if on a time and material billing basis
   2. each party shall forthwith cease to use, either directly or indirectly, any Confidential Information, and shall forthwith return to the other party any documents in its possession or control which contain or record any Confidential Information
   3. any provision of this Agreement which is expressed to continue in force after termination shall continue in full force and effect
   4. subject as provided in this Clause 5, and except in respect of any accrued rights, neither party shall be under any further obligation to the other
6. The Company's Responsibilities
   1. The Company shall (i) obtain the domain name, (ii) furnish information requested by the Contractor, (iii) provide adequate access to personnel of the Company, and (iv) maintain the accessibility and operability of the Web Site to the extent reasonably necessary for the Contractor to fulfil its responsibilities under this Agreement. (v) Use the Evolution Ecommerce from Evolution Software CRM software to log support calls and queries. Any delays attributable to the Company's failure to respond to reasonable requests by the Contractor will extend any and all deadlines for an amount of time equal to the Company's delay. The Company reserves the right to make any necessary equipment or software upgrades, changes or modifications
   2. The Company shall maintain such rights in the property described in Clause 9.2 and any third party software during the Term as necessary to carry out the purposes of this Agreement
7. Delivery and Acceptance of Deliverables
   1. Time and Manner of Delivery
      The Contractor shall deliver the Deliverables at the times and in the manner specified in the Work Statement
   2. Procedure for Acceptance
      The procedure for acceptance of any Deliverable shall be as follows:-
      1. The Company shall have the time shown in the Work Statement to inspect and test each such Deliverable when received. Upon completion of such testing, the Company shall issue to the Contractor notice of acceptance or rejection of the Deliverables (provided that. in any event unless Company has notified the Contractor of its rejection of any Deliverables within seven (7) days following delivery thereof, the same shall conclusively be deemed accepted)
      2. The Company may only reject Deliverables for material failure to comply with the applicable Specifications. In the event of rejection, the Company shall give its reasons for rejection to the Contractor in reasonable detail. The Contractor shall then have the time allotted in the Work Statement to use commercially reasonable efforts to correct any deficiencies or non-conformities from the applicable Specifications and resubmit the rejected items as promptly as reasonably possible until the Deliverables are accepted; provided, however, that upon the third or and subsequent rejection. the Contractor or Company may terminate this Agreement by ninety (90) days notice unless the Deliverables are accepted during the notice period
      3. Upon acceptance of my Deliverables by the Company, the Specifications for such Deliverables shall automatically be deemed to be amended to conform to the Deliverables as accepted by Company
8. Hosting
   1. Company
      The Company shall be responsible for the maintenance, renewal, control and editorial content of the Web Site. The Contractor will not be responsible for reviewing the test, graphics, animation, audio and/or digital video components prior to uploading such content onto the Web Site. The Contractor shall not be required to upload new content or alterations to existing content provided by the Company more often than once per calendar month during the Term. The Company shall ensure that the content shall be and remain fully compatible with the Web Site; provided, however, upon request from the Company, and at the Company's sole expense, the Contractor shall make commercially reasonable efforts to assist the Company in resolving any content related compatibility problem.
   2. The Contractor
      The Contractor shall be responsible for all aspects of hosting, operation, and maintenance of the Web Site in accordance with the specifications set forth on the Work Statement
   3. Taxes
      The Company shall be solely responsible for collecting any and all required sales, use and value added taxes and other governmental charges and duties from users of the Web Site
   4. Objectionable Materials
      The Contractor may publish credits, disclaimers or other materials on the Web Site as the Contractor reasonably deems appropriate. In addition. the Contractor shall have the right to review the Web Site from time to time and remove or edit content which, in its sole discretion, the Contractor considers offensive, libellous, obscene or otherwise unlawful or objectionable (including without limitation, hyperlinks, framed content or meta tags which the Contractor considers potentially infringing of third party intellectual property rights); provided, however, that the Contractor shall attempt to contact the Company prior to removing or editing such content. The parties will attempt to meet in good faith to resolve any such issues. If the parties are unable to resolve such issues or the Contractor is unable to contact Company, after using reasonable efforts, the Contractor may remove such content in its reasonable discretion
9. Rights in Content and Software
   1. The Contractor's Property
      All Deliverables and other items and materials delivered by the Contractor to the Company hereunder, and all Intellectual Property Rights associated with any of the foregoing, shall be owned exclusively by the Contractor, and no right, title or interest in or to any of the same other than the license granted to the Company pursuant to Section 9.3 is granted, transferred or assigned to the Company by this Agreement or any Work Statement. At the Contractor's expense, the Company shall: (a) co-operate with the Contractor in its efforts to obtain available protection for the Deliverables under domestic and foreign laws and to secure such certifications registrations, or licenses as may be appropriate for the better protection of the same in the United Kingdom and/or the United States or any foreign country; and (b) take such further action as the Contractor may reasonably request (including, without limitation, execution of affidavits and other documents) to effect, perfect or confirm the Contractor's ownership interests as set forth in this Section 9. The Company may make one (1) archival or backup copy of the Deliverables. The Company shall not make any other copies of any Deliverables, without the written permission of the Contractor
   2. The Company's Property
      The Company's logos, trademarks, trade names, copyright materials and the Company's. Pre-existing Work remain the Company's sole property. The Contractor agrees that the service mark [i.e., "Company's Web Site"] uniform resource locator ("URL") [i.e., "www.Company.com"] and the IP numeric equivalent will be obtained by and remain the sole property of the Company. The Contractor agrees to identify the Company's trademarks, copyrights and other Intellectual Property Rights in the Web Site by including appropriate symbols and notices as reasonably requested by the Company
   3. License Grant
      Subject to the terms and conditions of this Agreement, each party (the "Owner") hereby grants the other a non-exclusive, non-transferable (except with written permission from the Owner), non-sub-licensable, worldwide license (i) to use any third party software used by the Contractor or provided to the Contractor by the Company or (ii) use, reproduce and/or modify the Owner's property, as described above, solely in connection with the operation of the Web Site. During the Term, the Contractor agrees to deliver or provide any Deliverables to any party listed in Section [7] of the Work Statement for use in connection with the operation of any Internet Web sites owned by such parties
   4. Limitations
      All rights in and to the Deliverables and any other items and materials delivered by the Contractor to the Company which are not expressly granted to the Company under Section 9.3 above are reserved to the Contractor. Without limiting the generality of the foregoing, the Company shall not, and shall not assist, authorise or encourage any third party to:
      1. use or transmit any Deliverables on or to any other Internet Web site or network not owned by the Contractor
      2. reverse engineer, decompile, disassemble any Deliverables or otherwise attempt to discover any Source Code or trade secrets related to any Deliverables
      3. distribute, license, rent, sell, lease or otherwise transfer any Deliverables
      4. modify or create derivative works based on any Deliverables
      5. remove, obscure or alter any notice of copyright, trademark or other proprietary notices present on or in any Deliverables
   5. Confidential Information
      Each party undertakes that, except as provided in Clause 9.6 or as authorised in writing by the other party, it shall, at all times during the continuance of this Agreement and for five years after its termination:-
      1. [use its best endeavours to] keep confidential all Confidential Information
      2. not disclose any Confidential Information to any other person
      3. not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement
      4. not make any copies of, record in any way or part with possession of any Confidential Information
      5. ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that party, would be a breach of the provisions of 9.5.1 to 9.5.4 above
   6. Either party may:-
      1. disclose any Confidential Information to:-
         1. any sub-contractor or supplier of that party
         2. any governmental or other authority or regulatory body
         3. any employee or officer of that party or of any of the aforementioned persons
            to such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law, an in each case subject to that party first informing the person in question that the Confidential Information as confidential and (except where the disclosure is to any such body as is mentioned in (ii) above or any employee or officer of any such body) obtaining and submitting to the other party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made and
         4. use any Restricted Information for any purpose, or disclosure it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that party, provided that in doing so that party does not disclose any part of that Confidential Information which is not public knowledge
   7. The provisions of Clauses 9.5 and 9.6 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason
10. Representations, Warranties, and Limitations
    1. The following representations and warranties are provided solely for the benefit of the parties to this Agreement, and no other person or entity
       1. The Contractor warrants that (i) the Deliverables and software it creates or licenses to the Company shall perform reasonably as stated in the Specifications and (ii) it will perform all work called for in the Work Statement in compliance with applicable law
       2. The Contractor warrants that any part of the Company's Web site and Content developed solely by the Contractor (i) will be original and will not infringe on any patent, copyright, trade secret or other proprietary rights of others, nor (ii) will not be defamatory to any third party or violate any third parties rights of privacy or publicity
       3. The Company warrants that no part of the Web Site, including all related materials and Content provided by the Company in the production of the Deliverables, (i) infringes on any Intellectual Property Rights of others, nor (ii) is defamatory to any third party or violates any third parties rights of privacy or publicity
       4. The Company warrants that it is the owner of all rights in, or has obtained any written permission necessary to authorise the Contractor's use pursuant co this Agreement of, any part of the Web Site, materials and content provided by the Company
       5. The Company shall be solely responsible for the adequacy and accuracy of all Content, information and data provided to the Contractor. The Company shall review the accuracy of all content. Information and data once the Contractor has included the same in the Web Site. The Company shall be solely responsible for the Content and information within the Web Site, and shall be responsible for all changes to the content of the Web Site. Accordingly, the Contractor shall not be responsible for screening, policing, editing, or monitoring any content, or additional materials added by the Company or any third party to any Deliverable or included services. If notified of allegedly infringing, defamatory, damaging, obscene, illegal or offensive material, the Contractor's sole obligation will be to inform Company of such allegations. The Company shall defend, indemnify and hold the Contractor harmless from all liability and expenses (including, but not limited to solicitors fees) arising from such claim unless said liability is due gross negligence or a wilful default by the Contractor in carrying out its obligations under this Agreement.
       6. The Contractor will not create or change any pages of the Web Site or the content therein without the Company's written authorisation, which shall be sent to the Contractor pursuant to Section 16.
       7. Each party has full power to enter into this Agreement. to carry out its obligations under this Agreement and to grant the rights described herein to the other party
       8. The Contractor does not warrant any Deliverable or included services against failure of performance due to failure of computer hardware or communication system for whatever reason other than the Contractor's default. Except as specifically provided in this section, the Contractor hereby disclaims and the Company hereby waives all other warranties, express or implied, with respect to the Deliverables and all services provided hereunder, arising by law or otherwise, including without limitation
       9. any implied warranty of merchantability, fitness for a particular purpose non-infringement or arising from course of dealing, course of performance or usage of trade
       10. any obligation, liability, right, remedy, claim in tort, notwithstanding any fault, negligence, strict liability or product liability of the Contractor (whether active, passive or imputed)
11. Remedies and Indemnification
    The parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk
    1. Remedies
       In addition to its rights of termination, the Company's exclusive remedies for the Contractor's default hereunder shall be to obtain the repair, replacement or correction of the defective services, software or equipment to the extent warranted under this Agreement. If such remedy is not economically or technically feasible or effective, then the Company may obtain an equitable partial or full credit or refund of amounts paid with respects to the defective services or Deliverable, subject to the limitation set forth immediately below
    2. Limitation of liability
       Except as expressly provided in this Agreement the Contractor shall not be liable to Company or any third party, whether in contract, tort (including negligence) or otherwise for:-
       1. any amount in excess of the amount paid by the Company to the Contractor for any services during the Three (3) months prior to the event giving rise to the alleged claim
       2. any loss of revenue, business contracts anticipated savings or profits, or any loss of use of facilities
       3. any special indirect or consequential loss howsoever arising
       4. in clause 9.2.3 "anticipated savings" means any expense which either party expects to avoid incurring or into incur in a lesser amount than would otherwise have been the case by reason of the use of the services and facilities provided by the Contractor under this Agreement
    3. Copyright and Proprietary Rights Notices
       The Company shall maintain on all copies of a Deliverable the copyright notices, confidentiality legends, patent markings and other labels (singularly or collectively "Proprietary Rights Notices") in the exact forms reasonably specified in written notices by the Contractor. Company shall not remove or alter any copyright or other Proprietary Rights Notices placed by the Contractor.
    4. Force Majeure
       1. For the purposes of this Agreement "Force Majeure" means in relation to either party, any circumstances beyond the reasonable control of that party (including, without limitation, acts of god, industrial action, civil disturbances, disruption of telecommunications power or other utilities or interruption or termination of security the Internet access provider being used by the Contractor to link its services to the Internet).
       2. If any Force Majeure occurs in relation to either party which affects or may affect the performance of any of its obligations under this Agreement, it shall forthwith notify the other party as to the nature and extent of the circumstances in question.
       3. Neither party shall be deemed to be in breach of this Agreement, or shall otherwise be liable to other, by reason of any delay in performance, or the non-performance, of any of its obligations under, to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other party, and the time for performance of that obligation shall be extended accordingly
       4. If the performance by either party of any of its obligations under this Agreement is prevented or delayed by Force Majeure for a continuous period in excess of six months, [the parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable] [the other party shall be entitled to terminate this Agreement by giving written notice to the party so affected]
12. Independent Contractors: Authority of the Contractor
    The Contractor has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed all work to be carried out by the Contractor hereunder unless otherwise provided herein. The Contractor may, at the Contractor's own expense, employ such assistants as the Company deems necessary to produce the Deliverables. The Company may not control, direct or supervise the Contractor's assistants or employees, and each party shall be responsible for its own taxes or any withholding or benefits on behalf of its employees
13. Nature of Agreement
    1. Each party shall be entitled to perform any of the obligations undertaken by it and to exercise any rights granted to it under this Agreement through any other Member of its Group, provided that any act or omission of that other Member shall, for all the purposes of this Agreement, be deemed to be the act or omission of the party in question
    2. Subject to Clause 13.1 this Agreement is personal to the parties and neither party may assign, mortgage or charge (otherwise than by floating charge) or sub-license any of its rights hereunder, except with the written consent of the other party or as specifically permitted under Clause 12 hereof
    3. Nothing in this Agreement shall create, or be deemed to create, a partnership, or the relationship of principal and agent, between the parties
    4. This Agreement contains the entire agreement between the parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties
    5. Each party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law
    6. No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision
    7. If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision
14. Notices and Service
    1. Any notice or other information required or authorised by this Agreement to be given by either party to the other shall be given by:-
       1. delivering it by hand
       2. sending it by pre-paid registered Air mail or first class post
       3. sending it by facsimile transmission or comparable means of communication
    2. Any notice or information given by post in the manner provided by Clause 14.2 which is not returned to the sender as undelivered shall be deemed to have been given to the second day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that the notice or information has been duly given
    3. Any notice or information sent by facsimile transmission or comparable means of communication shall be deemed to have been duly given on the date of transmission, provided that a confirming copy of it is sent as provided in Clause 14.1.2 to the other party at the address given in Clause 14.4 within 24 hours after transmission
    4. Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be effected by either party by causing it to be delivered to the other party at its registered or principal office, or to such other address as may be notified to it by the other party in writing from time to time
15. Miscellaneous
    1. Each party shall from time to time (both during the continuance of this Agreement and after its termination) do all such acts and execute all such documents as may be reasonably necessary in order to give effect to the provisions of this Agreement
    2. The parties shall bear their own costs of and incidental to the preparation, execution and implementation of this Agreement
    3. Neither party shall make or procure or permit any other person to make any press or other public announcement concerning any aspect of this Agreement without first obtaining the agreement to the other party to the text of that announcement
    4. This Agreement may be executed in a number of counterparts and shall come into force once each party has executed such a counterpart in identical form once each party has executed such a counterpart in identical form and exchanged the same with the other party
16. Applicable Law and Jurisdiction
    1. English law shall apply to the whole of this Agreement