THIS BUSINESS DEVELOPMENT AND CONTENT SYNDICATION AGREEMENT (the “Agreement”, “contract”), is made and entered into on the day when the Agreement is accepted online (“Effective Date”) between 3B NEXUS Limited (the “Company”, “we”, “us”, “our”), registered in England and Wales under company number 06562170 and registered at Octavia House, 8 Homer Street, LONDON W1H 4NX, United Kingdom and (the “Agent”, “you”, “your”), an individual or corporation having its principal business contact information as provided on the online registration application form.
These are the terms of the Agreement
The definitions apply unless the context requires a different interpretation. The below-listed terms shall be defined for the purposes of this Agreement as follows:
"Sales Terms" means the terms and conditions for sales of the Products available from time to time on the Website at www.3bnexus.com.
“Act” means the Companies Act 2006 of the United Kingdom.
“Agent” means an individual, corporation, partnership or other legal entity entering this Agreement.
“Business” means the business of the Company being a video and webcast platform and portal for business and investor communications.
“Commission” means a pre-defined proportion of the Net Sales of Products delivered on all Customer orders solicited by the Agent paid by the Company to the Agent.
“Company” means 3B NEXUS Limited and where the context so admits includes all holdings and associated or subsidiary companies as defined from time to time by the Companies Act 2006 of the United Kingdom. For the purpose of any paragraph concerning procedures or restrictions after notice of termination of this contract has been given by either the Company or the Directors, the definition includes any other company, which may be involved with the Company in any sale purchase or reconstruction scheme.
“Confidential Information” means all information about the Company and the other parties to this Agreement but does not include information that it is reasonably necessary to disclose to a Customer or other person in the usual course of business so far as that information is disclosed in those circumstances. It includes among other things: information about staff, their personal contact information, and businesses, methods of doing business, developmental, marketing, sales, customer, supplier, consulting relationship information, operating, performance, and cost information; computer programming techniques (whether in tangible or intangible form) and future plans, policies, suppliers and customers. It includes information about suppliers, agents, distributors and customers. It includes information about the Intellectual Property.
“Customer” or “Client” means a current or potential buyer or user of the Company Products.
“Director(s)” means the directors of the Company.
“Effective Date” means the date when the Company acknowledges an individual, corporation, partnership or other legal entity’s acceptance of the terms of this Agreement to become an independent Business Development Agent of the Company
"Intellectual Property" means Intellectual Property of every sort, whether or not registered or registerable in any country, including intellectual property of kinds coming into existence after today; and including, among others, patents, trade marks, unregistered marks, designs, copyrights, software, know how, processes, rights in databases, domain names, discoveries, creations and inventions in connection with the Business.
“Net Sales” means the amounts actually received by the Company from Customers less: (i) sales, use, value-added and other taxes; (ii) insurance; (vi) cash or trade discounts,; (vii) Product returns or credits; (viii) bad debt; and (ix) other similar costs and expenses incurred by Company.
"Products" means the website applications and any such additional products or services that the Company may develop or sell and make available through the Website. Products may be changed, discontinued, or added by mutual agreement.
"Sale" means the actual delivery or making available of the Product by the Company to a Customer, following the issuing of an invoice by the Company to such Customer for payment for such Product. The acceptance or booking of a purchase order by the Company shall not constitute a "Sale" hereunder. Royalty payments resulting from the licensing of the Company’s technology or Product(s) to a Customer shall not be considered a “Sale”. Buy-resell Customer transactions shall not be considered a “Sale”.
“Termination” or “expiration” means the end of the term of this Agreement.
2 APPOINTMENT AND AUTHORITY OF THE INDEPENDENT BUSINESS DEVELOPMENT AGENT
2.1 Appointment: The Company hereby engages the individual or corporation as its non-exclusive independent Business Development Agent so as to actively market, promote and solicit orders for the Products in accordance with the terms of this Agreement. The Agent may solicit purchase orders for any products produced by the Company and listed in the official Company Products and price listing on the Website from time to time. Products shall be sold through the Website on the 3B NEXUS Sales Terms - http://www.3bnexus.com/index.php?a=about&it=returns or subject to the Client Services contract Terms and Conditions of the Supply of Services.
2.2 Unless otherwise authorized by the Company in writing, the Agent shall have no power or authority, express or implied:
2.2.1 to make any commitment or incur any obligations on behalf of the Company; or
2.2.2 to collect any monies or to give receipts on behalf of the Company.
2.3 The Company reserves the right, on prior written notice to the Agent to add to or to delete Products available through the Website. Addition of Products will become effective immediately upon notice to the Agent or upon inclusion in the official Company price list available on the Website.
2.4 Exclusivity: The Company hereby appoints the Agent to solicit orders on behalf of the Company only on a non-exclusive basis. In its sole discretion and at any time, the Company may appoint one or more additional Agents. Notwithstanding the foregoing, the Company reserves the right to solicit orders directly from and sell directly to any potential Customers.
3 STATUS OF THE INDEPENDENT BUSINESS DEVELOPMENT AGENT
3.1 The Agent agrees that all services will be rendered by the Agent, from the Effective Date, as an independent non-executive and non-exclusive individual or corporation on Commission only basis, subject to the terms and conditions of this Agreement.
3.2 The Agent shall have no right to receive any employee benefits including, but not limited to, health and accident insurance, life insurance, sick leave and/or holidays. The Agent agrees to pay all taxes including, taxes due in respect of theCommission and to indemnify the Company in the event the Company is required to pay any such taxes on behalf of the Agent.
3.3 The Agent acknowledges that this Agreement does not create any relationship of employer-employee, partnership or joint venture between the Agent and the Company.
4.1 Sole Compensation: The Company shall pay to the Agent as compensation, an agreed percentage Commission on Net Sales of the Company Products delivered on all orders placed by Customers whose accounts are associated with the Agent's account at the time the order is placed. Net Sales of the Company Products shall not include any costs and charges billed to the client for third-party services including, but not limited to, film crew and equipment, event facilities and costs, personnel or equipment hire.
4.2 Disputes: The Company has final authority to resolve disputes regarding Commissions. If the Agent has questions about the Agent’s Commission payment, the Agent shall send, within thirty (30) days from the date the Company sends the Commission payment to the Agent, to the Company a notice containing all of the following information:
4.2.1 Agent’s name and contact details;
4.2.2 the reference number on the Commission payment;
4.2.3 the period of time covered by the Commission payment;
4.2.4 the names of Customers for which Commissions were earned; and
4.2.5 a description and explanation of the alleged discrepancy.
4.3 The Company shall have no obligation to address any alleged discrepancy with respect to any Commission payment not reported to the Company within such thirty (30) day period.
4.4 Payment Terms: The Commission on a given purchase order will be due and payable net thirty (30) days after the end of the calendar quarter in which the Company receives payment from the Customer. The Agent shall submit an invoice to the Company, for all Commission payable, within the net thirty (30) days after the end of the calendar quarter in which the Company receives payment from the Customer.
4.5 Commission Charge-Back: The Company shall have the right, while this Agreement is in effect, to process refunds in accordance with the Sales Terms - http://www.3bnexus.com/index.php?a=about&it=returns or to the Client Services contract Terms and Conditions of the Supply of Services and to write off as bad debts such overdue customer accounts as it deems advisable after notifying the Agent and, in the case of a bad debt, providing the Agent the opportunity to attempt to induce payment. In each such case, the Company may charge back to the Agent’s account only any amounts previously paid to the Agent. If such accounts are paid at any time, the Agent shall be entitled to the applicable commissions. The Company may charge back to deduct invoice Commission earnings credited on any costs and charges billed to the client for third-party services including, but not limited to, film crew and equipment, event facilities and costs, personnel or equipment hire.
4.6 Commission Earnings Statements: The Company shall provide the Agent with up to date statements of the commissions due and payable to the Agent under the terms of this Agreement, with reference to the specific orders on invoices on which the commissions are being paid.
5 TERM OF AGREEMENT
5.1 Unless terminated by the parties pursuant to Section 6 below, this Agreement shall commence on the Effective Date and shall remain in full force and effect for an initial term of six (6) months and shall automatically be extended for successive one (1) year periods unless either of the parties hereto gives the other written notice not later than thirty (30) days before the expiration of the term indicating that party’s intention not to extend this Agreement.
This Agreement shall continue until terminated:
6.1 automatically, by expiry of the term of the Agreement
6.2 by one party giving thirty (30) days’ notice of Termination to the other at any time
6.3 this Agreement shall terminate forthwith upon service of a written notice to that effect in any of the following circumstances:
6.3.1 if the other party ceases to be able to pay its debts in the ordinary course of its business or enters into an arrangement with its creditors
6.3.2 if the other party goes into liquidation either compulsory or voluntary or if a receiver is appointed in respect of all or any of its assets
6.3.3 if a resolution is passed or an order is made for the winding up of the other party
6.3.4 if any event equivalent to the above occurs in any other jurisdiction and affects the other party
6.4 the Company can at its sole discretion, terminate this Agreement, notwithstanding all the other provisions of this contract that are intended to operate or have effect after the Termination or expiration and without prejudice to the rights and remedies of the Company for any breach of this contract and to the Agent’s continuing obligations under the terms of this Agreement if:
6.5 the Agent is found guilty of dishonesty or serious or persistent misconduct which might tend to bring the Company into disrepute; or
6.6 the Agent fails to comply and materially breach any condition or obligation of this Agreement such as confidentiality, non competition, non-solicitation and/or any misrepresentation of any information that the Agent may have provided in this Agreement and which in the case of a breach capable of being remedied is not remedied within thirty (30) days of a written request to remedy it.
6.7 The Company reserves the right to refuse the Agent access to the Product and immediately to terminate the Agent’s account if there is a breach or the Company has reasonable grounds to believe failure by the Agent to comply with the terms of this Agreement.
7 EFFECT OF TERMINATION
7.1 Agent Activities: Upon expiration or termination of this Agreement, the Agent shall immediately cease representing itself as an Agent of the Company; discontinue all use of the Company’s Trademarks, service marks and marketing materials and take all other actions reasonably required by Company.
7.2 Agent Claims: Upon termination or expiration of this Agreement, all claims of the Agent against the Company, including without limitation to those pertaining to Commission hereunder, are hereby waived unless made in writing to the Company by the Agent within ninety (90) days of when such compensation would have been payable.
7.3 Rights of the Company: the Company shall have the right after the expiration or Termination of the Agreement to deal with, and solicit orders from any and all Customers, including Clients who dealt with or placed orders through the Agent, without any liability of any kind to the Agent.
7.4 No Liability: the Company shall not, by reason of the expiration or Termination of this Agreement, be liable to the Agent for compensation, indemnification, reimbursement or damages on account of any loss of prospective profits, anticipated sales or goodwill or on account of expenditures, investments or commitments made in connection with this Agreement or the anticipation of extended performance hereunder.
7.5 Payment Terms post termination: The Commission on a given purchase order solicited by the Agent before expiration or Termination or this Agreement will be due and payable in accordance with Section 4.4 and subject to the terms and conditions of this Agreement.
8 ASSOCIATION OR DISASSOCIATION OF CUSTOMER FROM AGENT
8.1 The Agent accepts that in order to create the Commission correlation between Customer accounts and the Agent’s own account, Customers must register using the unique registration link that is generated when the Agent sends invitations using the Agent’s Business Development and Customer Relationship Management application provided by the Company. The Agent is hereby granted permission to use the generated link to send invitations using their own desktop mail system. In order to verify association and ensure Commission payments, the Agent’s Customer Relationship Management identification code (CRMid) must be mapped to each of the Agent’s client accounts before the actual delivery of the Product by the Company to a Customer, before the issuing of an invoice by the Company to such Customer for payment for such Product.
8.2 The Agent’s CRMid must be mapped to the Agent’s clients during account registration. Only 3B NEXUS administrators are authorised to add the Agent’s CRMid to client accounts post registration. If the Agent’s
Client registers via the public registration rather than the above mentioned unique registration link, the Agent’s CRMid will not be mapped to the client account. The Agent will need to contact[email protected]and provide the client name and contact email or telephone number for confirmation of association before a Sale.
9 TERMS OF SALE OF THE PRODUCTS
9.1 Terms of Sale: All Product sales shall be at published prices as quoted on the Website and subject to the Sales Terms - http://www.3bnexus.com/index.php?a=about&it=returns or to the Client Services contract Terms and Conditions of the Supply of Services. Quoted prices are liable to change at any time, but changes will not affect orders and Commission payment in respect of which a Sale is confirmed. The Company shall have the right, from time to time, to establish, change, alter or amend prices and other terms and conditions of sale. The Agent shall not accept orders in the Company’s name or make price quotations or delivery promises without the Company’s prior approval. The Company shall be responsible for all credit risks and collections.
9.2 Acceptance: All orders are subject to acceptance or rejection by an authorized officer of the Company and to the approval of the Company’s payment processing methods. The Company reserves the right to reject orders and immediately to terminate the Customer’s account if there is a breach or we have reasonable grounds to believe failure to comply with the Company’s Copyright, Terms & Conditions of use - http://www.3bnexus.com/index.php?a=about&it=terms of the Products or to the Client Services contract Terms and Conditions of the Supply of Services.
10 PRODUCT WARRANTY AND PRODUCT AVAILABILITY
10.1 The responsibility of warranties on Products solely lies with the Company. The Agent will have no authority to accept any returned orders. In no event shall the Agent make any representation guarantee or warranty concerning the Products, except as expressly authorized in writing by the Company and subject to the Company’s policies of sale and of use of the Products.
10.2 The express obligations made by the Company in this Agreement are in lieu of and to the exclusion of any other warranty, condition, term or undertaking of any kind, express or implied, statutory or otherwise, relating to any item supplied or service provided under or in connection with this Agreement. The Company disclaims all warranties, oral or written, express, implied or statutory, including but not limited to, the implied warranties of non-infringement, marketability, and fitness for a particular purpose with regard to the Company Products and any part thereof.
11 PARTIES’ OBLIGATIONS
11.1 The Agent shall, at its own expense, use its best efforts to maximize the Sale of the Products including, without limitation, the use of advertising and direct solicitation.
11.2 The Agent shall use its best efforts to promote the Sale and distribution of the Products and to provide adequate support to the Customer, which efforts shall include, where necessary, the following:
11.2.1 establishing and maintaining appropriate, attractive and accessible premises and facilities for the display and demonstration of the Company Products;
11.2.2 downloading and distributing the most up-to-date Product support materials including Product presentations and factsheets, marketing and advertising material as provided by the Company;
11.2.3 provide adequate information and training for sales and technical staff to promote the Sale and support of the Product;
11.2.4 undertake promotional campaigns and canvas prospective users to stimulate the sales of the Product.
11.3 The Company shall, upon request, assist the Agent on all advertising, sales promotion, and public relations campaigns to be conducted, including providing the Agent with documentation of promotional campaigns conducted in connection with the Product, and shall provide necessary Product training, technical information and assistance.
11.4 The Agent shall provide itself with, and be solely responsible for, such facilities, employees, business organization, permits, licenses, and other forms of clearance from governmental or regulatory agencies as are necessary for the conduct of its business operations in accordance with this Agreement.
11.5 The Agent shall promptly notify the Company of: (i) any changes in Agent’s status, organization, personnel, and similar matters relating to the Company and the Products; (ii) any material changes in the status of Customers; and (iii) any political, financial, legislative, or other events that could affect the mutual business interests of the Agent and the Company.
11.6 The Agent shall inform the Company within a reasonable period of time if the Agent anticipates that the sales volume of the Product will be significantly higher than the Product sales volume the Company could reasonably have expected from the Agent based on prior Product sales.
11.7 The Agent shall at all times during the term of this Agreement: (i) represent the Company in a professional manner, (ii) look after the Company’s best interests, (iii) not engage in any deceptive, misleading, illegal or unethical practices that may be detrimental to the Company or the Products, and (iv) act dutifully and in good faith.
12 LIMITATIONS ON LIABILITY
12.1 In no event shall the Company be liable to the Agent or any third party for costs of procurement of substitute Products, lost profits or any other special, consequential, incidental, or indirect damages, losses, costs or expenses of any kind, however caused, and whether based on contract, tort (including negligence), or any other theory of liability regardless of whether the Company has been advised of the possibility of such damages, losses, costs or expenses. In no event shall the Company’s aggregate liability under or related to this Agreement exceed the aggregate amount of Commissions actually paid to the Agent pursuant to this Agreement. The foregoing limitations will apply notwithstanding the failure of essential purpose of any limited remedy herein.
12.2 Insurance liability: The Company may take out insurance against liabilities in connection with the discharge of the Agent’s appointment to the Company.
12.3 The Company shall not indemnify the Agent against any liability in connection with any negligence, default, breach of duty or breach of trust but may purchase and maintain insurance against any liability in connection with any negligence, default, breach of duty or breach of trust in relation to the Company.
13 NON COMPETITION
13.1 The Agent hereby agrees that during the course of this Agreement and for a period of one (1) year immediately following the expiration or Termination of the Agreement for any reason, whether with or without good cause or for any or no cause, at the option either of the Company or the Agent, with or without notice, the Agent will not:
13.1.1 advise, instruct, do or assist in any activity the effect of which is to promote the Sale of any product or service competitive with a product or service offered for Sale by the Company;
13.1.2 compete with the Company and its successors and assigns, directly or indirectly, by being a part of a company or entity which is in direct competition with the Company, without the prior written consent of the Company.
14.1 The Agent agrees that during the term of this Agreement and for one (1) year thereafter, the Agent shall not directly or indirectly, on its own or on behalf of any other person or entity, solicit, contract with or hire or attempt to solicit, contract or hire any sales agent, employee, customer, supplier or vendor of the Company or advise, instruct, do or assist in any activity the effect of which is to encourage any person to breach, terminate or alter such person’s business or contractual relationship with the Company.
14.2 If any provision pursuant to Section 13 and 14 above shall be void in any jurisdiction on account of its extent then there shall be treated as substituted for it such lesser provision as is required for it to be valid and enforceable.
14.3 The Agent agrees that the provisions of Section 13 and 14 of this Agreement are fair and reasonably required for the protection of the Company and its Business.
15.1 The Company and its licensors shall have and retain all right, title and interest in and to all patents, copyrights, trade names, trademarks, trade secrets, moral rights and all other Intellectual Property in the Products and all other Intellectual Property of the Company. Except as expressly stated, nothing in this Agreement shall be construed as a license, whether express or implied of any Company Intellectual Property to the Agent.
16.1 Non Disclosure:The Agent agrees not to disclose any of the Company's Confidential Information, directly or indirectly, or use any of it in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement with the Company. The Agent further agrees not to disclose the terms of this Agreement including terms relating to Commissions, duties and obligations to any person or Client without the prior written consent of the Company and shall at all times preserve the confidential nature of the relationship between the Agent and the Client and the relationship between the Agent and the Company and of the services hereunder. The Agent further agrees that any Confidential Information obtained by virtue of the Agent’s involvement in the work of the Company including confidential information about the Client’s credit balance in relation to the Agent’s Commission earnings will be treated at all times as privileged and not disclosed to any third party or used to benefit the Agent or any persons or any organisation with which the Agent is connected.
16.2 Company’s Property: All files, records, documents, information, letters, notes, media lists, original, notebooks, and similar items relating to the business of the Company, whether prepared by the Agent or otherwise coming into the Agent’s possession, shall remain the exclusive property of the Company. The Agent shall not retain any copies of the foregoing without the Company's prior written permission.
16.3 Return of Confidential Information: Upon the expiration or earlier Termination of this Agreement, or whenever requested by the Company, the Agent shall immediately deliver to the Company all such files, records, documents, specifications, information, and other items in the Agent’s possession or under the Agent’s control.
16.4 Exclusions: Notwithstanding the foregoing, the term “Confidential Information” shall not include any information which: (i) can be demonstrated to have been in the public domain or was publicly known or available prior to the date of the disclosure to the Agent; (ii) can be demonstrated in writing to have been rightfully in the possession of the Agent prior to the disclosure of such information to the Agent by the Company; (iii) becomes part of the public domain or publicly known or available by publication or otherwise, not due to any unauthorized act or omission on the part of Agent; or (iv) is supplied to the Agent by a third party without binder of secrecy, so long as that such third party has no obligation to the Company or any of its affiliated companies to maintain such information in confidence.
16.5 The Agent agrees that the above provisions shall continue for a period of five (5) years after expiration or earlier termination of this Agreement.
17 DATA PROTECTION
17.1 For the purposes of the Data Protection Act 1998, the Agent consents to the processing of all or any personal data (in manual, electronic or any other form) relevant to the Agent’s appointment by the Company or any agent or third party nominated by the Company and bound by a duty of confidentiality. Processing includes, but not limited to obtaining, recording, using and holding data and includes the transfer of data to any country either inside or outside the EEA and the display of the Agent’s name, company and contact information on the Agent’s Client account profile, in relation to the association between the Agent and the Client.
18 TRADEMARKS AND TRADENAMES
18.1 Trademarks: During the term of this Agreement, the Agent has been granted the non-exclusive right to use and display the proprietary, trademark, patent or copyright markings (“Company Trademarks”) that the Company may adopt from time to time, to advertise and promote the Company’s Products; provided, however, that upon thirty (30) days prior written notice to the Agent, the Company may substitute alternative marks for any or all of the Company Trademarks; and provided that such use of the Company Trademarks complies with the Company’s guidelines regarding the use of such Company Trademarks, which guidelines are set forth in the Company Trademarks Policy - http://www.3bnexus.com/index.php?a=about&it=trademarks_policy.
18.2 Restrictions on Use: The Agent shall not alter or remove any Company Trademarks affixed to the Products. Except as set forth in this Section 18, nothing contained in this Agreement shall grant or shall be deemed to grant to the Agent any right, title or interest in or to any Company Trademarks. All uses and benefits of the Company Trademarks will inure solely to the Company, and the Agent shall obtain no rights with respect to any Company Trademarks, other than the right to solicit orders for and promote Products as set forth herein. The Agent shall not use any Company Trademark or any similar mark in the Agent’s name or in any other manner to identify the Agent’s business. At no time during or after the term of this Agreement shall the Agent attempt to register any trademarks, marks or trade names confusingly similar to those of the Company.
19.1 The Agent shall indemnify, defend and hold harmless the Company, its subsidiaries, affiliates and each of their shareholders, officers, agents, employees, contractors and Directors from and against any claim, demand, liability, loss, cost or expense, including but not limited to court costs or attorneys fees, asserted against or suffered or incurred by any of them directly or indirectly, arising out of or in any way related to or connected with the Agent’s (i) activities as an Agent of the Company, including without limitation, any unauthorized representations made by the Agent; (ii) breach of the terms of this Agreement; (iii) any negligence, default, breach of duty or breach of trust by the Agent; or (iv) violation of or failure to comply with any applicable national, state or local law or regulation.
20 SURVIVAL OF CERTAIN TERMS
20.1 The provisions of Sections 7, 11, 12, 13, 14, 15, 16, 17 and 18 shall survive the expiration or termination of this Agreement for any reason. All other rights and obligations of the parties shall cease upon the effective Termination date of this Agreement.
21.1 Governing Law Jurisdiction: This Agreement and the rights and obligations of the parties under the Agreement shall be interpreted and governed according to the laws of England without reference to conflict of laws principles and the parties hereby agree to submit to the exclusive jurisdiction of the English Courts.
21.2 Dispute resolution: In the event that any dispute between the parties arising from or concerning the subject matter of this Agreement cannot be resolved through good faith negotiation, the dispute will be settled by engaging in good faith with the other in a process of mediation before commencing litigation. The mediation will be held in London, England. Each party shall bear its own costs and attorney’s fees associated with such mediation. This section shall not prevent either party from obtaining temporary injunctive relief by a court of competent jurisdiction pending resolution by the mediator.
21.3 Notices: Any notice or other information required or authorized by this Agreement to be given by either party to the other may be served by hand or sent by first class pre-paid post, facsimile or email to the other party at the address last provided for that type of communication or such other address as such party may have notified in writing to the other. The notice shall be deemed to have been received:
21.3.1 in the case of delivery by hand, when delivered; or
21.3.2 any notice or other information given by post shall be deemed to have been given on the seventh day after it was posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, or that it has not been so returned to the sender, shall be sufficient evidence that it has been duly given; or
21.3.3 in the case of facsimile, on acknowledgement by the recipient facsimile receiving equipment, provided proof of a valid facsimile transmission receipt is presented; or
21.3.4 in the case of an email, when the email delivery transmission receipt to the authorized email address is presented.
21.4 Service of any legal proceedings concerning or arising out of this Agreement shall be effected by causing the same to be delivered to the party to be served at the main place of business or registered office, or to such other address as may from time to time be notified in writing by the party concerned.
21.5 Force Majeure: Non-performance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, delay in component supply, equipment failure, governmental acts, orders or restrictions, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party. Each of the parties agrees to give notice immediately to the other upon becoming aware of an event of force majeure such notice to contain details of the circumstances giving rise to it. If a default due to force majeure shall continue for more than three (3) months then the party not in default shall be entitled to terminate this Agreement. Neither party shall have any liability to the other in respect of the Termination as a result of force majeure.
21.6 Assignment and Binding Effect: A mutually agreed consideration for the Company’s entering into this Agreement is the reputation, business standing, and goodwill already honoured and enjoyed by the Agent under its present ownership, and, accordingly, the Agent agrees that its rights and obligations under this Agreement may not be transferred or assigned directly, indirectly or by a change in control without the Company’s prior written consent. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.
21.7 Waiver: No modification of, or amendment to, this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the party to be charged, and the waiver of any breach or default shall not constitute a waiver of any other right hereunder or any subsequent breach or default. The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.
21.8 Severability: The invalidity or unenforceability of any provision of this Agreement, or any terms thereof, shall not affect the validity of this Agreement as a whole, which shall at all times remain in full force and effect. In any case where any sub-paragraph of this contract is unenforceable but would be enforceable if some words were deleted or if the scope of it were reduced, then that sub-paragraph shall apply as if such deletion had been made or the scope reduced only to such an extent as to be enforceable.
21.9 Counterparts: This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed an original.
21.10 Government Approvals: The Agent hereby represents and warrants that no consent, approval or authorisation, or designation, declaration or filing with any governmental authority is required in connection with the valid execution, delivery and performance of this Agreement.
21.11 Reasonableness: The Agent confirms to have carefully considered all the terms and conditions as set out in this contract and agree that they are all reasonable, just and fair and required in a contract such as this in order to protect the interests of the Company.
22 ENTIRE UNDERSTANDING
22.1 This Agreement constitute the entire understanding between the Agent and the Company and supersedes all previous discussions or agreements and arrangements (whether written or oral) relating to the appointment of the Agent, to the extent they are contrary to this Agreement. If there are any, they are deemed to have terminated by mutual consent and are hereby cancelled.
22.2 In the event of any conflict between any policy and this Agreement, then this Agreement shall prevail. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement shall be effective unless in writing signed by the party to be charged. The parties agree that the terms and conditions of this Agreement shall prevail, notwithstanding contrary or additional terms in any purchase order.
23 PRIOR AGREEMENTS
23.1 All prior discussions, agreements and arrangements (whether written or oral) between the Agent and the Company relating to the appointment, status and responsibilities of the Agent are superseded and hereby cancelled.