Back to top

Joint Venture Agreement

Progress:
0%
?
X

Please select the number of parties that will make up the joint venture. This is the number of individuals or companies that are together forming a combined business venture in the form of a joint venture.

Need
help?
Customise the template

Joint Venture Agreement

Introduction to Parties

This joint venture agreement is made between the following parties:

________ of

________;

("Party 1")

and

________ of

________;

("Party 2")



1. Definitions

Affiliate: any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity;

Authorised Persons: a party's, and its Affiliates (if applicable) officers, directors, members, partners, and any of their employees, consultants, agents, representatives or professional advisers;

Bribery Laws: the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and any similar or equivalent laws in any other relevant jurisdiction;

Business Day: a day other than a Saturday, Sunday or bank or public holiday in England;

Commencement Date: the formal date on which the joint venture will commence, i.e. ________;

Confidential Information: definition per clause 12.1;

Contract Year: each consecutive period of 12 months commencing from the Commencement Date;

Control: has the meaning given in the Corporation Tax Act 2010, s 1124 and Controls and Controlled shall be interpreted accordingly;

Force Majeure: definition per clause 15.1;

Indemnified Party: definition per clause 13.1;

Indemnifying Party: definition per clause 13.1;

Intellectual Property Rights: copyright, patents, rights in inventions, rights in confidential information, Know-how, trade secrets, trademarks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, semiconductor chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;

Know-how: inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, tests, reports, component lists, manuals, instructions, drawings and information relating to customers and suppliers (whether written or in any other form and whether confidential or not);

Losses: all damages, liabilities, demands, costs, expenses, claims, actions and proceedings (including all consequential, direct, indirect, special or incidental loss or punitive damages or loss, legal and other professional fees, cost and expenses, fines, penalties, interest and loss of profit or any other form of economic loss (including loss of reputation));

MSA Offence: the meaning given in clause 9.1.1;

Notice of Election: the meaning given in clause 13.4;

Representatives: the meaning given in clause 12.2;

Term the meaning set out in clause 2;

TP Claim: the meaning given in clause 13.4; and

VAT: value added tax, as defined by the Value Added Tax Act 1994


2. Term & Background to Joint Venture

The joint venture is expected to commence from ________ and shall continue in force until terminated by the parties in accordance with clause 6 of this agreement.

Party 1's business operations are as follows:

________

Party 2's business operations are as follows:

________

The parties have agreed that the joint venture will be called ________ and its headquarters will operate from:

________

The business operations of the joint venture will be as follows:

________


3. Obligations

During the term, Party 1 shall use its best reasonable efforts to fulfil the obligations set out in the Schedule entitled "Party 1 Obligations".

During the term, Party 2 shall use its best efforts to fulfil the obligations set out in the Schedule entitled "Party 2 Obligations".


4. Warranties

Each party represents and warrants that it has the requisite power and authority to enter into the JV agreement, and any other agreement required for the operation of the JV and grant to the other party the rights (if any) contemplated in this Agreement.


5. Structure, Investment, Valuation, Control, Profits and Losses

All parties agree that the joint venture will take the following form:

Company limited by shares

Each party agrees to contribute the following upfront and ongoing investment to the joint venture:

________

Based on the agreed current valuation of £________ the ownership of the Joint Venture and its assets shall be split between parties is as follows:

________


6. Termination

6.1 This Agreement may be terminated by either party giving a minimum of the following period of notice in writing to the other party:

________

6.2 Either party may terminate this Agreement at any time by giving notice in writing to the other party if:

6.2.1 the other party commits a material breach of this Agreement and such breach is not remediable

6.2.2 the other party commits a material breach of this Agreement which is not remedied within 14 days of receiving written notice of such breach;

6.2.3 the other party has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid within 14 days after the other party has received notification that the payment is overdue; or

6.2.4 any consent, licence or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under this Agreement or receive any benefit to which it is entitled.

6.3 Either party may terminate this Agreement at any time by giving notice in writing to the other party if that other party:

6.3.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

6.3.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the non-defaulting party reasonably believes that to be the case;

6.3.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

6.3.4 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

6.3.5 has a resolution passed for its winding up;

6.3.6 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

6.3.7 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;

6.3.8 has a freezing order made against it;

6.3.9 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;

6.3.10 is subject to any events or circumstances analogous to those in clauses 6.3.1 to 6.3.9 in any jurisdiction;

6.3.11 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 6.3.1 to 6.3.10 including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.

6.4 Either party may terminate this Agreement at any time by giving not less than sixty days' notice in writing to the other party if the other party undergoes a change of control or if it is realistically anticipated that it will undergo a change of control within sixty days. For the purposes of this clause 6.4, 'control' shall mean beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of a company.

6.5 The right of a party to terminate the Agreement pursuant to clause 6.4 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to this Agreement.

6.6 If a party becomes aware that any event has occurred, or circumstances exist, which may entitle the other party to terminate this Agreement under this clause 6, it shall immediately notify the other party in writing.

6.7 Termination or expiry of this Agreement will not affect any accrued rights and liabilities of either party at any time up to the date of termination.


7. Dispute resolution

7.1 Any dispute arising between the parties out of or in connection with this Agreement shall be dealt with in accordance with the provisions of this clause 7.

7.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

7.3 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:

7.3.1 Within 7 days of service of the notice, the dispute managers of the parties shall meet to discuss the dispute and attempt to resolve it.

7.3.2 If the dispute has not been resolved within 14 days of the first meeting of the dispute managers, then the matter shall be referred to the senior dispute managers (or persons of equivalent seniority). The senior dispute managers (or equivalent) shall meet within 7 days to discuss the dispute and attempt to resolve it.

7.4 The specific format for the resolution of the dispute under clause 7.3.1 and, if necessary, clause 7.3.2 shall be left to the reasonable discretion of the parties, but may include the preparation and submission of statements of fact or of position.

7.5 If the dispute has not been resolved within 14 days of the first meeting of the senior dispute managers (or equivalent) under clause 7.3.2, then the matter shallmay be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules.

7.6 Until the parties have completed the steps referred to in clauses 7.3 and 7.5, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.

7.7 A list of the respective dispute managers and senior dispute managers shall be provided by and to all parties to the agreement on the Commencement Date. Each party shall then bear responsibility for notifying the parties of any changes to the list.


8 Anti-bribery

8.1 For the purposes of clause 8 the expressions 'adequate procedures' and 'associated with' shall be construed in accordance with the Bribery Act 2010 and guidance published under it.

8.2 Each party shall ensure that it and each person referred to in clauses 8.2.1 to 8.2.3 (inclusive) does not, by any act or omission, place the other party in breach of any Bribery Laws. Each party shall comply with all applicable Bribery Laws in connection with the performance of the services of this Agreement, as defined in clause 2 and clause 3.

Each party shall ensure that it has in place adequate procedures to prevent any breach of clause 8 and ensure that:

8.2.1 all of its personnel and all direct and indirect subcontractors, suppliers, agents and other intermediaries of it;

8.2.2 all others associated with it; and

8.2.3 each person employed by or acting for or on behalf of any of those persons referred to in clauses 8.2.1 and/or 8.2.2,involved in connection with this Agreement, so comply.

8.3 Without limitation to clause 8.2, each party shall not in connection with the performance of the services defined in clause 2 and clause 3 of this Agreement make or receive any bribe (which term shall be construed in accordance with the Bribery Act 2010) or other improper payment or advantage, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and will implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf.

8.4 A party shall immediately notify the other as soon as it becomes aware of a breach, or possible breach of any of the requirements in this clause 8.

8.5 Any breach of clause 8 by a party shall be deemed a material breach of this Agreement that is not remediable and shall entitle the other party to immediately terminate this Agreement by notice under clause 6.2.1.


9 Modern slavery

9.1 Each party undertakes, warrants and represents that:

9.1.1 neither it nor any of its officers, employees, agents or subcontractors has:

(a) committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or

(b) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or

(c) is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;

9.1.2 it shall comply with the Modern Slavery Act 2015;

9.1.3 it shall notify the other party immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of its obligations under Clause 9.

9.1.4 its responses to the other party's modern slavery and human trafficking due diligence questionnaire are complete and accurate.

9.2 Any breach of clause 9.1 by a party shall be deemed a material breach of the Agreement and shall entitle the party not in breach to terminate the Agreement in accordance with clause 6.2.1


10 Data protection

10.1 Each party agrees that, in the performance of their respective obligations under this Agreement, it shall comply with the provisions set out in the Schedule entitled "Data Protection".


11 Intellectual property

11.1 It is agreed that no Intellectual property will be created as part of this Joint Venture that requires protection.


12 Confidentiality

12.1 Each party undertakes that it shall keep any information that is confidential in nature concerning the other party and any Affiliates including, any details of its business, affairs, customers, clients, suppliers, plans or strategy (Confidential Information) confidential and that it shall not use or disclose the other party's Confidential Information to any person, except as permitted by clause 12.2.

12.2 Subject to clause 12.3, a party may:

12.2.1 disclose any Confidential Information to any of its employees, officers, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that such party must ensure that each of its Representative to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause as if it were a party;

12.2.2 disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and

12.2.3 use Confidential Information only to perform any obligations under this Agreement.

12.3 To the extent any Confidential Information is Personal Data or Information (as defined in the provisions set out in the schedule entitled "Data Protection") such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with any of the provisions set out in the schedule entitled "Data Protection".

12.4 Each party recognises that any breach or threatened breach of this clause 12 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the parties agree that the non-defaulting party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

12.5 This clause 12 shall bind the parties during the Term and following termination of this Agreement.


13 Indemnity

13.1 Each Party (the Indemnifying Party) will, to the extent that a claim does not arise from the negligence or wilful default of the other or any of its Authorised Persons, indemnify and keep indemnified on demand and hold harmless the other (the Indemnified Party) and its Authorised Persons from and against all Losses suffered or incurred by them arising out of or in connection with:

13.1.1 any act or omission by the Indemnifying Party or any of its Authorised Persons that is in breach of this Agreement;

13.1.2 any breach of the warranties set out in clause 5; and

13.1.3 any third party claim relating to the activities of this Joint Venture to the extent that any such claim relates to any act, neglect or default of the Indemnifying Party or any of its Authorised Persons.

13.2 Nothing in this Agreement limits or excludes a party's liability under the indemnities given by it in this clause 13.

13.3 Where the Indemnifying Party is liable to make a payment under clause 13 and the payment is itself liable to taxation in the hands of the Indemnified Party then the amount of the indemnity payment shall be deemed to be increased so as to ensure that the Indemnified Party receives (after any applicable taxes have been paid) the same amount as it would have received had no such taxes been levied.

13.4 The following procedures will apply in relation to any third party claims:

13.4.1 as soon as reasonably practicable after the Indemnified Party receives notice of any third party claim qualifying for an indemnity (TP Claim), it will give written notice to the Indemnifying Party specifying details of the TP Claim. Within 30 days of being so notified (but no later than 10 days before the date on which any response to a TP Claim is due), the Indemnifying Party may assume control of the action and settlement of the TP Claim by giving a notice (Notice of Election) to the Indemnified Party. The Indemnified Party shall provide to the Indemnifying Party reasonable assistance and access relating to any such claim at the Indemnifying Party's reasonable request and cost; and

13.4.2 the Indemnified Party shall not make any admissions or agreements in relation to any TP Claim without the Indemnifying Party's prior written consent. The amount due pursuant to the relevant indemnity shall be reduced by the extent to which the Indemnified Party has made any admissions (save where required by court order or governmental regulations), or agreements, without the Indemnifying Party's prior written consent.

13.5 If the Indemnifying Party does not deliver a Notice of Election pursuant to clause 13.5, fails to defend the claim in time, or ceases to defend the claim, the Indemnified Party shall have the right to defend the claim in such manner as it may deem appropriate provided the Indemnifying Party is not prejudiced by any such action.

13.6 Nothing in this clause shall obviate or reduce the requirement of the party claiming an indemnity to mitigate any Losses.


14 Limitation of liability

14.1 The extent of the parties' liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 14.

14.2 The parties agree that the limitations in this clause 14 are reasonable given each party's respective commercial positions and their ability to obtain insurance in respect of the risks arising under or in connection with this Agreement.

14.3 Subject to clauses 14.6 and 14.8, the liability of each party to the other shall not exceed:

14.3.1 £________ in respect of any one claim or series of related claims; and

14.3.2 £________ in total in respect of all claims.

14.4 Subject to clauses 14.6 and 14.8, neither party shall be liable for any consequential, indirect or special loss.

14.5 Subject to clauses 14.6 and 14.8, neither party shall be liable for any of the following (whether direct or indirect):

14.5.1 loss of profit;

14.5.2 loss of or corruption to data;

14.5.3 loss of use;

14.5.4 loss of production;

14.5.5 loss of contract;

14.5.6 loss of commercial opportunity;

14.5.7 loss of savings, discount or rebate (whether actual or anticipated);

14.5.8 harm to reputation or loss of goodwill.

14.6 The limitations of liability set out in clauses 14.3 to 14.5 shall not apply in respect of any indemnities given by either party under this Agreement.

14.7 Except as expressly stated in this Agreement, and subject to clause 14.8, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

14.8 Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of the following:

14.8.1 death or personal injury caused by negligence;

14.8.2 fraud or fraudulent misrepresentation;

14.8.3 breach of any obligation as to title implied by:

(a) section 12 of the Sale of Goods Act 1979; or

(b) section 2 of the Supply of Goods and Services Act 1982;

14.8.4 breach of section 2 of the Consumer Protection Act 1987;

14.8.5 any other losses which cannot be excluded or limited by applicable law;

14.8.6 any losses caused by wilful misconduct.


15 Force majeure

15.1 In this clause, Force Majeure means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under this Agreement. Inability to pay is not Force Majeure.

15.2 A party shall not be liable if delayed in or prevented from performing its obligations under this Agreement due to Force Majeure, provided that it:

15.2.1 promptly notifies the other of the Force Majeure event and its expected duration; and

15.2.2 uses reasonable endeavours to minimise the effects of that event.

15.3 If, due to Force Majeure, a party:

15.3.1 is or is likely to be unable to perform a material obligation; or

15.3.2 is or is likely to be delayed in or prevented from performing its obligations for a continuous period of operation of this Agreement of more than ten Business Days,

the other party may terminate this Agreement on not less than four weeks' written notice.


16 Conflicts within agreement

16.1 In the event of any conflict or inconsistency between different parts of this Agreement, the following descending order of priority applies:

16.1.1 the terms and conditions in the main body of this Agreement; and

16.1.2 any Schedules.

16.2 Subject to the above order of priority between documents, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.


17 Entire agreement

17.1 The parties agree that this Agreement and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

17.2 Each party acknowledges that it has not entered into this Agreement and any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement and any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.

17.3 Nothing in this Agreement purports to limit or exclude any liability for fraud.


18 Notices

18.1 Any notice or other communication given by a party under this Agreement shall:

18.1.1 be in writing and in English;

18.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and

18.1.3 be sent to the relevant party at the address set out in clause 18.3.

18.2 Notices may be given, and are deemed received:

18.2.1 by hand: on receipt of a signature at the time of delivery;

18.2.2 by Royal Mail Recorded Signed For post: on the second Business Day after posting;

18.2.3 by Royal Mail International Tracked & Signed post: on the fourth Business Day after posting;

18.2.4 by email: on receipt of a read receipt email from the correct address;

18.3 Notices and other communications shall be sent to:

18.3.1 ________ for the attention of ________ at:

________,

Email: ________;

18.3.2 ________ for the attention of ________ at:

________,

Email: ________;

18.4 Any change to the contact details of a party as set out in clause 18.3 shall be notified to the other party in accordance with clause 18.1 and shall be effective:

18.4.1 on the date specified in the notice as being the date of such change; or

18.4.2 if no date is so specified, 14 Business Days after the notice is deemed to be received.

18.5 All references to time are to the local time at the place of deemed receipt.

18.6 This clause does not apply to notices given in legal proceedings or arbitration.


19 Announcements

19.1 Subject to clause 19.2, no announcement or other public disclosure concerning this Agreement or any of the matters contained in it shall be made by, or on behalf of, a party without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed). The parties shall consult on the form and content of any such announcement or other public disclosure, as well as the manner of its release.

19.2 If a party is required to make an announcement or other public disclosure concerning this Agreement or any of the matters contained in it by law, any court, any governmental, regulatory or supervisory authority (including any recognised investment exchange) or any other authority of competent jurisdiction, it may do so. Such a party shall:

19.2.1 notify the other party as soon as is reasonably practicable upon becoming aware of such requirement to the extent it is permitted to do so by law, by the court or by the authority requiring the relevant announcement or public disclosure;

19.2.2 make the relevant announcement or public disclosure after consultation with the other party so far as is reasonably practicable; and

19.2.3 make the relevant announcement or public disclosure after taking into account all reasonable requirements of the other party as to its form and content and the manner of its release, so far as is reasonably practicable.


20 Further assurance

Each party shall at the request of the other, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to this Agreement.


21 Variation

No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.


22 Assignment

22.1 No party may assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without the other party's prior written consent; such consent not to be unreasonably withheld or delayed.

22.2 Notwithstanding clause 22.1, a party may perform any of its obligations and exercise any of its rights granted under this Agreement through any Affiliate, provided that it gives the other party prior written notice including the identity of the relevant Affiliate. Each party acknowledges and agrees that any act or omission of its Affiliate in relation to that party's rights or obligations under this Agreement shall be deemed to be an act or omission of that party itself.


23 Set off

Except as expressly set out in this Agreement, each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.


24 No partnership or agency

The parties are independent businesses and are not partners, principal and agent or employer and employee and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf.


25 Language

25.1The language of this Agreement is English. All documents, notices, waivers, variations and other written communications relating to this Agreement shall be in English.

25.2 If this Agreement and any document relating to it is translated, the English version shall prevail.


26 Equitable relief

Each party recognises that any breach or threatened breach of this Agreement may cause the other party irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the other party, each party acknowledges and agrees that the other party is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.


27 Severance

27.1 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.

27.2 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.


28 Waiver

28.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

28.2 No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.

28.3 A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.


29 Compliance with law

Each party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under this Agreement, its employees, agents and representatives will comply with all applicable laws and regulations, provided that neither party shall be liable for any breach of this clause 29 to the extent that such breach is directly caused or contributed to by any breach of this Agreement by the other party (or its employees, agents and representatives).


30 825222525528

88.2 5588 825222222 252 82 882225 82 522 252825 22 82255522 825222525528, 2585 22 85885 8522 882225 525 55225 85588 82 52 25828258, 525 8585 825222525528 25222 22222525 85588 8228282522 222 525 252 8522 525222222.

88.5 5585 25522 252 28852282 25285 882252552 22 2588 825222222 82 255282822822 82 255 25 82 22588 5 882225 882252552 2522 22 2588 825222222 82 282 225252 22222525 8825 252 28258 8258822 22 2588 825222222 82 282 25 2255 225252, 85885 85588 8228282522 52 25828258 882225 82522252552 22 2588 825222222. 5585 25522 55222822 2588 222525 22 8822822 85588, 228828822 88585852822 82 255 25 82 22588, 2528852 252 25828258, 5555 8222 882225 882252552 2522 22 252 22525 2552828 58 8222 58 5258225882 25582885882.


31 Costs and expenses

Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of this Agreement (and any documents referred to in it).


32 Third party rights

Any person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.


33 Governing law

This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.


34 Jurisdiction

Subject to clause 7, the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).


35 Consideration

The Parties agree to comply with the terms of this Agreement in consideration of the payment by each Party to the other of the sum of one pound (£1), the receipt and sufficiency of which is acknowledged by each Party.


AGREED by the parties on the date set out at the head of this agreement.





Signed:





...................................................

________





Signed:





...................................................

________

Schedule - Party 1 Obligations

Schedule - Party 2 Obligations

Schedule - Data Protection

See your document
in progress

Joint Venture Agreement

Introduction to Parties

This joint venture agreement is made between the following parties:

________ of

________;

("Party 1")

and

________ of

________;

("Party 2")



1. Definitions

Affiliate: any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity;

Authorised Persons: a party's, and its Affiliates (if applicable) officers, directors, members, partners, and any of their employees, consultants, agents, representatives or professional advisers;

Bribery Laws: the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and any similar or equivalent laws in any other relevant jurisdiction;

Business Day: a day other than a Saturday, Sunday or bank or public holiday in England;

Commencement Date: the formal date on which the joint venture will commence, i.e. ________;

Confidential Information: definition per clause 12.1;

Contract Year: each consecutive period of 12 months commencing from the Commencement Date;

Control: has the meaning given in the Corporation Tax Act 2010, s 1124 and Controls and Controlled shall be interpreted accordingly;

Force Majeure: definition per clause 15.1;

Indemnified Party: definition per clause 13.1;

Indemnifying Party: definition per clause 13.1;

Intellectual Property Rights: copyright, patents, rights in inventions, rights in confidential information, Know-how, trade secrets, trademarks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, semiconductor chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;

Know-how: inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, tests, reports, component lists, manuals, instructions, drawings and information relating to customers and suppliers (whether written or in any other form and whether confidential or not);

Losses: all damages, liabilities, demands, costs, expenses, claims, actions and proceedings (including all consequential, direct, indirect, special or incidental loss or punitive damages or loss, legal and other professional fees, cost and expenses, fines, penalties, interest and loss of profit or any other form of economic loss (including loss of reputation));

MSA Offence: the meaning given in clause 9.1.1;

Notice of Election: the meaning given in clause 13.4;

Representatives: the meaning given in clause 12.2;

Term the meaning set out in clause 2;

TP Claim: the meaning given in clause 13.4; and

VAT: value added tax, as defined by the Value Added Tax Act 1994


2. Term & Background to Joint Venture

The joint venture is expected to commence from ________ and shall continue in force until terminated by the parties in accordance with clause 6 of this agreement.

Party 1's business operations are as follows:

________

Party 2's business operations are as follows:

________

The parties have agreed that the joint venture will be called ________ and its headquarters will operate from:

________

The business operations of the joint venture will be as follows:

________


3. Obligations

During the term, Party 1 shall use its best reasonable efforts to fulfil the obligations set out in the Schedule entitled "Party 1 Obligations".

During the term, Party 2 shall use its best efforts to fulfil the obligations set out in the Schedule entitled "Party 2 Obligations".


4. Warranties

Each party represents and warrants that it has the requisite power and authority to enter into the JV agreement, and any other agreement required for the operation of the JV and grant to the other party the rights (if any) contemplated in this Agreement.


5. Structure, Investment, Valuation, Control, Profits and Losses

All parties agree that the joint venture will take the following form:

Company limited by shares

Each party agrees to contribute the following upfront and ongoing investment to the joint venture:

________

Based on the agreed current valuation of £________ the ownership of the Joint Venture and its assets shall be split between parties is as follows:

________


6. Termination

6.1 This Agreement may be terminated by either party giving a minimum of the following period of notice in writing to the other party:

________

6.2 Either party may terminate this Agreement at any time by giving notice in writing to the other party if:

6.2.1 the other party commits a material breach of this Agreement and such breach is not remediable

6.2.2 the other party commits a material breach of this Agreement which is not remedied within 14 days of receiving written notice of such breach;

6.2.3 the other party has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid within 14 days after the other party has received notification that the payment is overdue; or

6.2.4 any consent, licence or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under this Agreement or receive any benefit to which it is entitled.

6.3 Either party may terminate this Agreement at any time by giving notice in writing to the other party if that other party:

6.3.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

6.3.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the non-defaulting party reasonably believes that to be the case;

6.3.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

6.3.4 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

6.3.5 has a resolution passed for its winding up;

6.3.6 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

6.3.7 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;

6.3.8 has a freezing order made against it;

6.3.9 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;

6.3.10 is subject to any events or circumstances analogous to those in clauses 6.3.1 to 6.3.9 in any jurisdiction;

6.3.11 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 6.3.1 to 6.3.10 including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.

6.4 Either party may terminate this Agreement at any time by giving not less than sixty days' notice in writing to the other party if the other party undergoes a change of control or if it is realistically anticipated that it will undergo a change of control within sixty days. For the purposes of this clause 6.4, 'control' shall mean beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of a company.

6.5 The right of a party to terminate the Agreement pursuant to clause 6.4 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to this Agreement.

6.6 If a party becomes aware that any event has occurred, or circumstances exist, which may entitle the other party to terminate this Agreement under this clause 6, it shall immediately notify the other party in writing.

6.7 Termination or expiry of this Agreement will not affect any accrued rights and liabilities of either party at any time up to the date of termination.


7. Dispute resolution

7.1 Any dispute arising between the parties out of or in connection with this Agreement shall be dealt with in accordance with the provisions of this clause 7.

7.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

7.3 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:

7.3.1 Within 7 days of service of the notice, the dispute managers of the parties shall meet to discuss the dispute and attempt to resolve it.

7.3.2 If the dispute has not been resolved within 14 days of the first meeting of the dispute managers, then the matter shall be referred to the senior dispute managers (or persons of equivalent seniority). The senior dispute managers (or equivalent) shall meet within 7 days to discuss the dispute and attempt to resolve it.

7.4 The specific format for the resolution of the dispute under clause 7.3.1 and, if necessary, clause 7.3.2 shall be left to the reasonable discretion of the parties, but may include the preparation and submission of statements of fact or of position.

7.5 If the dispute has not been resolved within 14 days of the first meeting of the senior dispute managers (or equivalent) under clause 7.3.2, then the matter shallmay be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules.

7.6 Until the parties have completed the steps referred to in clauses 7.3 and 7.5, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.

7.7 A list of the respective dispute managers and senior dispute managers shall be provided by and to all parties to the agreement on the Commencement Date. Each party shall then bear responsibility for notifying the parties of any changes to the list.


8 Anti-bribery

8.1 For the purposes of clause 8 the expressions 'adequate procedures' and 'associated with' shall be construed in accordance with the Bribery Act 2010 and guidance published under it.

8.2 Each party shall ensure that it and each person referred to in clauses 8.2.1 to 8.2.3 (inclusive) does not, by any act or omission, place the other party in breach of any Bribery Laws. Each party shall comply with all applicable Bribery Laws in connection with the performance of the services of this Agreement, as defined in clause 2 and clause 3.

Each party shall ensure that it has in place adequate procedures to prevent any breach of clause 8 and ensure that:

8.2.1 all of its personnel and all direct and indirect subcontractors, suppliers, agents and other intermediaries of it;

8.2.2 all others associated with it; and

8.2.3 each person employed by or acting for or on behalf of any of those persons referred to in clauses 8.2.1 and/or 8.2.2,involved in connection with this Agreement, so comply.

8.3 Without limitation to clause 8.2, each party shall not in connection with the performance of the services defined in clause 2 and clause 3 of this Agreement make or receive any bribe (which term shall be construed in accordance with the Bribery Act 2010) or other improper payment or advantage, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and will implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf.

8.4 A party shall immediately notify the other as soon as it becomes aware of a breach, or possible breach of any of the requirements in this clause 8.

8.5 Any breach of clause 8 by a party shall be deemed a material breach of this Agreement that is not remediable and shall entitle the other party to immediately terminate this Agreement by notice under clause 6.2.1.


9 Modern slavery

9.1 Each party undertakes, warrants and represents that:

9.1.1 neither it nor any of its officers, employees, agents or subcontractors has:

(a) committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or

(b) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or

(c) is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;

9.1.2 it shall comply with the Modern Slavery Act 2015;

9.1.3 it shall notify the other party immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of its obligations under Clause 9.

9.1.4 its responses to the other party's modern slavery and human trafficking due diligence questionnaire are complete and accurate.

9.2 Any breach of clause 9.1 by a party shall be deemed a material breach of the Agreement and shall entitle the party not in breach to terminate the Agreement in accordance with clause 6.2.1


10 Data protection

10.1 Each party agrees that, in the performance of their respective obligations under this Agreement, it shall comply with the provisions set out in the Schedule entitled "Data Protection".


11 Intellectual property

11.1 It is agreed that no Intellectual property will be created as part of this Joint Venture that requires protection.


12 Confidentiality

12.1 Each party undertakes that it shall keep any information that is confidential in nature concerning the other party and any Affiliates including, any details of its business, affairs, customers, clients, suppliers, plans or strategy (Confidential Information) confidential and that it shall not use or disclose the other party's Confidential Information to any person, except as permitted by clause 12.2.

12.2 Subject to clause 12.3, a party may:

12.2.1 disclose any Confidential Information to any of its employees, officers, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that such party must ensure that each of its Representative to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause as if it were a party;

12.2.2 disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and

12.2.3 use Confidential Information only to perform any obligations under this Agreement.

12.3 To the extent any Confidential Information is Personal Data or Information (as defined in the provisions set out in the schedule entitled "Data Protection") such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with any of the provisions set out in the schedule entitled "Data Protection".

12.4 Each party recognises that any breach or threatened breach of this clause 12 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the parties agree that the non-defaulting party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

12.5 This clause 12 shall bind the parties during the Term and following termination of this Agreement.


13 Indemnity

13.1 Each Party (the Indemnifying Party) will, to the extent that a claim does not arise from the negligence or wilful default of the other or any of its Authorised Persons, indemnify and keep indemnified on demand and hold harmless the other (the Indemnified Party) and its Authorised Persons from and against all Losses suffered or incurred by them arising out of or in connection with:

13.1.1 any act or omission by the Indemnifying Party or any of its Authorised Persons that is in breach of this Agreement;

13.1.2 any breach of the warranties set out in clause 5; and

13.1.3 any third party claim relating to the activities of this Joint Venture to the extent that any such claim relates to any act, neglect or default of the Indemnifying Party or any of its Authorised Persons.

13.2 Nothing in this Agreement limits or excludes a party's liability under the indemnities given by it in this clause 13.

13.3 Where the Indemnifying Party is liable to make a payment under clause 13 and the payment is itself liable to taxation in the hands of the Indemnified Party then the amount of the indemnity payment shall be deemed to be increased so as to ensure that the Indemnified Party receives (after any applicable taxes have been paid) the same amount as it would have received had no such taxes been levied.

13.4 The following procedures will apply in relation to any third party claims:

13.4.1 as soon as reasonably practicable after the Indemnified Party receives notice of any third party claim qualifying for an indemnity (TP Claim), it will give written notice to the Indemnifying Party specifying details of the TP Claim. Within 30 days of being so notified (but no later than 10 days before the date on which any response to a TP Claim is due), the Indemnifying Party may assume control of the action and settlement of the TP Claim by giving a notice (Notice of Election) to the Indemnified Party. The Indemnified Party shall provide to the Indemnifying Party reasonable assistance and access relating to any such claim at the Indemnifying Party's reasonable request and cost; and

13.4.2 the Indemnified Party shall not make any admissions or agreements in relation to any TP Claim without the Indemnifying Party's prior written consent. The amount due pursuant to the relevant indemnity shall be reduced by the extent to which the Indemnified Party has made any admissions (save where required by court order or governmental regulations), or agreements, without the Indemnifying Party's prior written consent.

13.5 If the Indemnifying Party does not deliver a Notice of Election pursuant to clause 13.5, fails to defend the claim in time, or ceases to defend the claim, the Indemnified Party shall have the right to defend the claim in such manner as it may deem appropriate provided the Indemnifying Party is not prejudiced by any such action.

13.6 Nothing in this clause shall obviate or reduce the requirement of the party claiming an indemnity to mitigate any Losses.


14 Limitation of liability

14.1 The extent of the parties' liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 14.

14.2 The parties agree that the limitations in this clause 14 are reasonable given each party's respective commercial positions and their ability to obtain insurance in respect of the risks arising under or in connection with this Agreement.

14.3 Subject to clauses 14.6 and 14.8, the liability of each party to the other shall not exceed:

14.3.1 £________ in respect of any one claim or series of related claims; and

14.3.2 £________ in total in respect of all claims.

14.4 Subject to clauses 14.6 and 14.8, neither party shall be liable for any consequential, indirect or special loss.

14.5 Subject to clauses 14.6 and 14.8, neither party shall be liable for any of the following (whether direct or indirect):

14.5.1 loss of profit;

14.5.2 loss of or corruption to data;

14.5.3 loss of use;

14.5.4 loss of production;

14.5.5 loss of contract;

14.5.6 loss of commercial opportunity;

14.5.7 loss of savings, discount or rebate (whether actual or anticipated);

14.5.8 harm to reputation or loss of goodwill.

14.6 The limitations of liability set out in clauses 14.3 to 14.5 shall not apply in respect of any indemnities given by either party under this Agreement.

14.7 Except as expressly stated in this Agreement, and subject to clause 14.8, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

14.8 Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of the following:

14.8.1 death or personal injury caused by negligence;

14.8.2 fraud or fraudulent misrepresentation;

14.8.3 breach of any obligation as to title implied by:

(a) section 12 of the Sale of Goods Act 1979; or

(b) section 2 of the Supply of Goods and Services Act 1982;

14.8.4 breach of section 2 of the Consumer Protection Act 1987;

14.8.5 any other losses which cannot be excluded or limited by applicable law;

14.8.6 any losses caused by wilful misconduct.


15 Force majeure

15.1 In this clause, Force Majeure means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under this Agreement. Inability to pay is not Force Majeure.

15.2 A party shall not be liable if delayed in or prevented from performing its obligations under this Agreement due to Force Majeure, provided that it:

15.2.1 promptly notifies the other of the Force Majeure event and its expected duration; and

15.2.2 uses reasonable endeavours to minimise the effects of that event.

15.3 If, due to Force Majeure, a party:

15.3.1 is or is likely to be unable to perform a material obligation; or

15.3.2 is or is likely to be delayed in or prevented from performing its obligations for a continuous period of operation of this Agreement of more than ten Business Days,

the other party may terminate this Agreement on not less than four weeks' written notice.


16 Conflicts within agreement

16.1 In the event of any conflict or inconsistency between different parts of this Agreement, the following descending order of priority applies:

16.1.1 the terms and conditions in the main body of this Agreement; and

16.1.2 any Schedules.

16.2 Subject to the above order of priority between documents, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.


17 Entire agreement

17.1 The parties agree that this Agreement and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

17.2 Each party acknowledges that it has not entered into this Agreement and any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement and any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.

17.3 Nothing in this Agreement purports to limit or exclude any liability for fraud.


18 Notices

18.1 Any notice or other communication given by a party under this Agreement shall:

18.1.1 be in writing and in English;

18.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and

18.1.3 be sent to the relevant party at the address set out in clause 18.3.

18.2 Notices may be given, and are deemed received:

18.2.1 by hand: on receipt of a signature at the time of delivery;

18.2.2 by Royal Mail Recorded Signed For post: on the second Business Day after posting;

18.2.3 by Royal Mail International Tracked & Signed post: on the fourth Business Day after posting;

18.2.4 by email: on receipt of a read receipt email from the correct address;

18.3 Notices and other communications shall be sent to:

18.3.1 ________ for the attention of ________ at:

________,

Email: ________;

18.3.2 ________ for the attention of ________ at:

________,

Email: ________;

18.4 Any change to the contact details of a party as set out in clause 18.3 shall be notified to the other party in accordance with clause 18.1 and shall be effective:

18.4.1 on the date specified in the notice as being the date of such change; or

18.4.2 if no date is so specified, 14 Business Days after the notice is deemed to be received.

18.5 All references to time are to the local time at the place of deemed receipt.

18.6 This clause does not apply to notices given in legal proceedings or arbitration.


19 Announcements

19.1 Subject to clause 19.2, no announcement or other public disclosure concerning this Agreement or any of the matters contained in it shall be made by, or on behalf of, a party without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed). The parties shall consult on the form and content of any such announcement or other public disclosure, as well as the manner of its release.

19.2 If a party is required to make an announcement or other public disclosure concerning this Agreement or any of the matters contained in it by law, any court, any governmental, regulatory or supervisory authority (including any recognised investment exchange) or any other authority of competent jurisdiction, it may do so. Such a party shall:

19.2.1 notify the other party as soon as is reasonably practicable upon becoming aware of such requirement to the extent it is permitted to do so by law, by the court or by the authority requiring the relevant announcement or public disclosure;

19.2.2 make the relevant announcement or public disclosure after consultation with the other party so far as is reasonably practicable; and

19.2.3 make the relevant announcement or public disclosure after taking into account all reasonable requirements of the other party as to its form and content and the manner of its release, so far as is reasonably practicable.


20 Further assurance

Each party shall at the request of the other, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to this Agreement.


21 Variation

No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.


22 Assignment

22.1 No party may assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without the other party's prior written consent; such consent not to be unreasonably withheld or delayed.

22.2 Notwithstanding clause 22.1, a party may perform any of its obligations and exercise any of its rights granted under this Agreement through any Affiliate, provided that it gives the other party prior written notice including the identity of the relevant Affiliate. Each party acknowledges and agrees that any act or omission of its Affiliate in relation to that party's rights or obligations under this Agreement shall be deemed to be an act or omission of that party itself.


23 Set off

Except as expressly set out in this Agreement, each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.


24 No partnership or agency

The parties are independent businesses and are not partners, principal and agent or employer and employee and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf.


25 Language

25.1The language of this Agreement is English. All documents, notices, waivers, variations and other written communications relating to this Agreement shall be in English.

25.2 If this Agreement and any document relating to it is translated, the English version shall prevail.


26 Equitable relief

Each party recognises that any breach or threatened breach of this Agreement may cause the other party irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the other party, each party acknowledges and agrees that the other party is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.


27 Severance

27.1 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.

27.2 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.


28 Waiver

28.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

28.2 No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.

28.3 A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.


29 Compliance with law

Each party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under this Agreement, its employees, agents and representatives will comply with all applicable laws and regulations, provided that neither party shall be liable for any breach of this clause 29 to the extent that such breach is directly caused or contributed to by any breach of this Agreement by the other party (or its employees, agents and representatives).


30 825222525528

88.2 5588 825222222 252 82 882225 82 522 252825 22 82255522 825222525528, 2585 22 85885 8522 882225 525 55225 85588 82 52 25828258, 525 8585 825222525528 25222 22222525 85588 8228282522 222 525 252 8522 525222222.

88.5 5585 25522 252 28852282 25285 882252552 22 2588 825222222 82 255282822822 82 255 25 82 22588 5 882225 882252552 2522 22 2588 825222222 82 282 225252 22222525 8825 252 28258 8258822 22 2588 825222222 82 282 25 2255 225252, 85885 85588 8228282522 52 25828258 882225 82522252552 22 2588 825222222. 5585 25522 55222822 2588 222525 22 8822822 85588, 228828822 88585852822 82 255 25 82 22588, 2528852 252 25828258, 5555 8222 882225 882252552 2522 22 252 22525 2552828 58 8222 58 5258225882 25582885882.


31 Costs and expenses

Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of this Agreement (and any documents referred to in it).


32 Third party rights

Any person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.


33 Governing law

This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.


34 Jurisdiction

Subject to clause 7, the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).


35 Consideration

The Parties agree to comply with the terms of this Agreement in consideration of the payment by each Party to the other of the sum of one pound (£1), the receipt and sufficiency of which is acknowledged by each Party.


AGREED by the parties on the date set out at the head of this agreement.





Signed:





...................................................

________





Signed:





...................................................

________

Schedule - Party 1 Obligations

Schedule - Party 2 Obligations

Schedule - Data Protection