1 DEFINITIONS AND INTERPRETATION Acceptance Certificate · Document Description Prepared QC...

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LEG-LD-002 Component Agreement - Component LT GB IM 20/03/18 1

Copyright Atlas Knowledge Ltd. 2018 - this is a controlled document and must not be copied.

1 DEFINITIONS AND INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this Agreement. Acceptance Certificate: means the certificate signed by the Customer under clause 6. Acceptance Date: means the date as specified in accordance with clause 6. Affiliate: means any entity Controlling, Controlled by, or under common Control with the

Customer or Atlas. Atlas: means Atlas Knowledge Limited. Atlas Content: means the Source Code and any information, materials, photographs,

templates, assets and/or designs proprietary to Atlas, which is to be provided to the Customer without modification and embedded within the Customised Products, all as more particularly described in Schedule A, Part 2.

Confidential Information: means information of commercial value, in whatever form or

medium, which has been kept confidential by the Party from whom the information originates and which has not come into the public domain during the term of this Agreement in breach of any obligation of confidence, including information relating to commercial or technical know-how, technology, information pertaining to business operations and strategies, and information pertaining to pricing and marketing.

Control: means control that a person has over an Affiliate and any of the following: (i) direct or indirect ownership of fifty percent (50%) or more of the share capital or other ownership interest in any other entity; or (ii) the right to exercise fifty percent (50%) or more of the votes in any other entity; or (iii) the contractual right to designate more than half of the members of such entity’s board of directors or similar executive body; or by virtue of any power conferred by the law, constitutional documents, agreements or arrangements regulating or relating to such undertaking. Customer: means the customer seeking services from Atlas under this Agreement.

Customised Products: means any Products developed by Atlas specifically for the

Customer, as more particularly described in Schedule A, Part 1.

Data Protection Legislation: means (i) unless and until the General Data Protection

Regulation (EU) 2016/679 (the ‘GDPR’) is no longer directly applicable in the UK, the GDPR

and any national implementing laws, regulations and secondary legislation, as amended

or updated from time to time, in the UK and then (ii) any successor legislation to the

GDPR or the Data Protection Act 1998.

Delivery Date: means the estimated delivery date in the Implementation Plan on which

Atlas will deliver the Customised Products.

Documentation: means the operating manuals, user instruction manuals, technical literature and all other related materials in human-readable or machine-readable forms supplied by Atlas as specified in Schedule A, Part 3.




Effective Date: means the date of this Agreement as first written above.

Implementation Plan: means the time schedule and sequence of events for the

performance of this Agreement set out in Schedule C.

Intellectual Property Rights: means all patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

LMS: means the Atlas proprietary Learning Management System.

Permitted Purposes: shall have the meaning assigned to it in clause 13.1.

Personal Data: means data subject to protection under Data Protection Law in any

jurisdiction.

Price: means the price for the Services as specified in Schedule B.

Services: means the services (where applicable) to be provided by Atlas under this Agreement.

Source Code: means the source code of the software to which it relates, in the language

in which the software was written, together with all related flow charts and technical documentation, all of a level sufficient to enable the Customer's development personnel to understand, develop and maintain that software.

Technical Specification: means the specification of the Customised Products.

Term: shall have the meaning assigned to it in clause 2.2.

VAT: means Value Added Tax chargeable under the Value Added Tax Act 1994 and any similar additional tax or any other similar turnover, sales or purchase tax or duty levied in any other jurisdiction.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement. 1.3 Unless the context otherwise requires:

(a) Words in the singular shall include the plural and in the plural shall include the singular;

(b) A reference to a statute or statutory provision is a reference to it as amended,

extended or re-enacted from time to time or it is in force as at the date of this Agreement;




(c) A reference to one gender shall include a reference to the other genders; and

(d) Any words following the terms 'including', 'include', 'in particular', 'for example' or

any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.4 In the case of conflict or ambiguity between any provision contained in the body of this

Agreement and any provision contained in Schedules, the provision in the body of this Agreement shall take precedence.

1.5 A person includes a natural person, corporate or unincorporated body (whether or not having

separate legal personality) and that person's personal representatives, successors and permitted assigns.

1.6 References to clauses and Schedules are to the clauses and Schedules of this Agreement and

references to paragraphs are to paragraphs of the relevant clause or Schedule. 1.7 The Schedules form part of this Agreement and shall have effect as if set out in full in the body

of this Agreement. Any reference to this Agreement includes the Schedules.

2 TERM AND CONSIDERATION

2.1 Unless earlier terminated in accordance with this Agreement, the term of this Agreement shall

be for a period of twelve (12) months (‘the Term’) from the Effective Date. 2.2 Subject to the terms of this Agreement, Atlas shall deliver the Customised Products, the

Documentation and the Services (where applicable) to the Customer and the Customer shall pay the Price in the amount and manner as specified in Schedule B.

2.3 The Customised Products shall be made available to the Customer, either on the Customer’s

own IT infrastructure or hosted upon an Atlas LMS (in which case, the hosting shall be subject to separate terms and conditions between Atlas and the Customer).

3 DOCUMENTATION

3.1 Atlas shall provide to the Customer, from time to time, copies of the Documentation containing

sufficient up-to-date information for the proper use of the Customised Products. Such Documentation may be supplied in electronic form.

3.2 The Customer may make such further copies of the Documentation as are reasonably necessary

for the use of the Customised Products. The Customer shall ensure that all of Atlas's proprietary notices are reproduced in any such copy.




4 SERVICES

4.1 Atlas shall use its reasonable endeavours to develop the Customised Products in accordance

with the requirements of the Technical Specification. 4.2 At the Effective Date, the Customer shall have up-to-date versions of all necessary training

materials, documents and all other information which are required in order for Atlas to carry out the Services under this Agreement and shall forward same to Atlas. Failure to meet this condition precedent shall make this Agreement, and the obligations of Atlas thereunder, immediately ineffective.

5 DELIVERY DATE AND DELAYS 5.1 Atlas shall supply to the Customer, within a reasonable time before any Delivery Date, such

information and assistance as may be necessary to enable the Customer to prepare for the installation of the Customised Products; however, Atlas shall in no circumstances be liable for any deficiency in such preparation.

5.2 If the Delivery Date is delayed at the request of the Customer, or because of his acts or

omissions, the Implementation Plan shall be amended to take account of such delay in accordance with clause 7. If Atlas can demonstrate that the delay has resulted in an increase in cost to Atlas of carrying out its obligations under this Agreement, Atlas may, at its sole discretion, notify the Customer that it wishes to increase the Price by an amount not exceeding any such demonstrable cost. Atlas may invoice the Customer for any additional monies that become payable in this way, within thirty (30) days of demonstrating the increase in costs.

5.3 In the event that a key date within the Implementation Plan is delayed for a period exceeding

five (5) days and this delay is caused by Customer’s failure to provide material information which has been requested by Atlas, Atlas shall be entitled to suspend the Services and release all Atlas personnel dedicated to the Services. All costs incurred by Atlas in the resumption of Services, including costs relating to the re-appointment of Atlas personnel to the Services, shall be for the account of the Customer.

6 ACCEPTANCE

Acceptance of the Customised Products shall be deemed to have occurred on whichever is the

earliest of:

(a) the signing by the Customer of an acceptance certificate (the ‘Acceptance Certificate’); or

(b) the expiry of seven (7) days after the delivery of the Customised Product,

and such date shall be deemed to be the ‘Acceptance Date’.




7 IMPLEMENTATION PLAN

Both Parties shall use reasonable endeavours to perform their obligations under this Agreement in accordance with the Implementation Plan.

8 PAYMENT

8.1 The Customer shall pay to Atlas the Price for the Services in the amount and manner as specified

in Schedule B and Atlas shall submit invoices and the Customer shall make payment of each invoice by the due date stated in that invoice or within thirty (30) days of the date of the invoice, whichever is later.

8.2 The Price and all other payments invoiced to the Customer under this Agreement, are net of

tax. The Customer shall, in addition, pay to Atlas the amount of any tax, duty or assessment, including any applicable VAT, which Atlas is obliged to pay and/or collect from the Customer in respect of any supply under the Agreement (other than tax on Atlas's income).

8.3 If the Customer fails to make any payment due to Atlas under this Agreement by the due date

for payment, then, without limiting Atlas's remedies under clause 24, the Customer shall pay interest on the overdue amount at the rate of i) 5% per annum; or ii) 4% per annum above Bank of England base rate, whichever is higher. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

8.4 All invoices issued by Atlas under or in connection with this Agreement shall be accompanied

by a sufficiently detailed breakdown of the matters being invoiced. 8.5 Reasonable out-of-pocket expenses may be charged by Atlas on production of reasonable

evidence of expenditure to the Customer. 9 INTELLECTUAL PROPERTY RIGHTS

9.1 The Customer shall be responsible for all training modules, materials, documents and all other

information it may provide to Atlas under this Agreement and Atlas shall not in any circumstances have any liability for any claim of infringement of Intellectual Property Rights in relation to such supplied information. The Customer shall defend, indemnify and hold harmless Atlas from any and all claims arising from or in connection with any infringement of a third party's UK Intellectual Property Rights arising out of or in connection with use of the Customised Product.

9.2 Notwithstanding the terms of Clause 9.1, the Atlas Content and the Documentation shall remain

the property of Atlas and the Customer acquires no rights in or to the Atlas Content or the Documentation other than those expressly granted by this Agreement. The Customised Products may contain links to and/or images from third party external websites. Atlas has no control over the content of these third party websites and the links shall in no way be construed as a recommendation or an endorsement of views expressed therein. The Customer agrees that Atlas shall assume no responsibility, whether directly or indirectly, for any loss, damage, expense or costs incurred by the Customer caused by its use of or reliance on the content of such third party websites.




9.3 The Customer shall do, and execute or arrange for the doing and executing of, each necessary

act, document and anything that Atlas may consider necessary or desirable to protect the right, title and interest of Atlas in and to the Intellectual Property Rights in the Atlas Content, and the Documentation.

9.4 The Customer shall use its best endeavours to prevent any infringement of Atlas's Intellectual

Property Rights in the Atlas Content and shall promptly report to Atlas any such infringement that comes to its attention. In particular, the Customer shall:

(a) ensure that each user of the Customised Products is made aware that the Atlas

Content is proprietary to Atlas and that it may only be used and copied in accordance with this Agreement; and

(b) implement suitable disciplinary procedures for employees who make unauthorised

use or copies of the Atlas Content. 9.5 Notwithstanding the terms of Clause 9.1, the Customer shall permit Atlas to display sections of

the Customised Product solely for Atlas business promotional purposes. 10 ATLAS CONTENT AND DOCUMENTATION

Atlas grants, subject to the terms of this Agreement, the Customer a non-exclusive, non-transferable right to use the Atlas Content and the Documentation strictly for the purpose of using the Customised Products.

11 USE AND ADAPTATION OF ATLAS CONTENT 11.1 The Customer may not use the Atlas Content with other software. 11.2 The Customer may not make adaptations or variations of the Atlas Content without the prior

consent of Atlas. 11.3 The Customer may not disassemble, decompile, reverse translate or in any other manner

decode the Atlas Content, except as permitted by law. 12 ATLAS PERSONNEL

During the term of this Agreement and for a period of six (6) months after its termination, the

Customer shall not solicit, or permit any of its Affiliates or associates to solicit, the employment of any personnel who is employed by Atlas in the course of developing, supplying, maintaining or supporting the Customised Products or any part of it.

13 CONFIDENTIALITY AND PUBLICITY

13.1 Each Party undertakes not to use the Confidential Information otherwise than in the exercise

and performance of its rights and obligations under this Agreement (‘Permitted Purposes’).




13.2 In relation to the Customer's Confidential Information:

(a) Atlas shall treat as confidential all Confidential Information of the Customer supplied under this Agreement. Atlas shall not divulge any such Confidential Information to any person, except to its own employees and then only to those employees who need to know it for the Permitted Purposes. Atlas shall ensure that its employees are aware of, and comply with, this clause 13; and

(b) Atlas may provide any subcontractor with such of the Customer's Confidential

Information as it needs to know for the Permitted Purposes, provided that such sub-contractor has first entered into a written obligation of confidentiality owed to Atlas in terms similar to this clause 13.

13.3 In relation to Atlas's Confidential Information:

(a) the Customer shall treat as confidential all Confidential Information of Atlas

contained or embodied in the Customised Products, the Atlas Content or the Documentation, or otherwise supplied to the Customer during the performance of this Agreement;

(b) the Customer shall not, without the prior written consent of Atlas, divulge any part

of Atlas's Confidential Information to any person other than:

(i) the Customer's Representative; and (ii) other employees of the Customer who need to know it for Permitted Purposes;

and

(c) the Customer undertakes to ensure that the persons mentioned in this clause 13.3 are made aware, before the disclosure of any part of Atlas's Confidential Information, that the same is confidential and that they owe a duty of confidence to the Customer in terms similar to this clause 13 (which the Customer shall ensure is adhered to).

13.4 The restrictions within this clause 13 shall not apply to the disclosure of any Confidential

Information which:

(a) is now in or hereafter comes into the public domain otherwise than as a result of a breach of this clause 13;

(b) before any negotiations or discussions leading to this Agreement was already known

by the receiving party (or, in the case of the Customer, any of its Affiliates) and was obtained or acquired in circumstances under which the receiving party was (or, in the case of the Customer, the Customer and its Affiliates were) not bound by any form of confidentiality obligation; or

(c) is required by law or regulation to be disclosed to any person who is authorised by

law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary).




13.5 Each Party shall notify the other Party if any of its staff connected with the provision or receipt

of the Services becomes aware of any unauthorised disclosure of any Confidential Information and shall afford reasonable assistance to the other Party, at that other Party's reasonable cost, in connection with any enforcement proceedings which that other Party may elect to bring against any person.

13.6 This clause 13 shall remain in full force and effect, despite termination of this Agreement. 14 DATA PROTECTION

14.1 Both Parties will comply with all applicable requirements of the Data Protection Legislation. This

clause is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

14.2 The Parties acknowledge that for the purposes of the Data Protection Legislation, Data

Controller and Data Processor have the meanings as defined in the Data Protection Legislation.

14.3 Without prejudice to the generality of clause 14.1, Atlas will ensure that it has all necessary

appropriate consents and notices in place to enable lawful transfer of the Personal Data for the duration and purposes of this Agreement.

14.4 Without prejudice to the generality of clause 14.1, Atlas shall, in relation to any Personal Data

processed in connection with the performance of its obligations under this Agreement:

(a) process that Personal Data only on the written instructions of the Customer unless

Atlas is required by the laws of any member of the European Union or by the laws of the European Union applicable to Atlas to process Personal Data (Applicable Laws). Where Atlas is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Atlas shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Atlas from so notifying the Customer;

(b) ensure that it has in place appropriate technical and organisational measures, to

protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process Personal Data are

obliged to keep the Personal Data confidential; and (d) not transfer any Personal Data outside of the European Economic Area unless the

prior written consent of the Customer has been obtained and the following conditions are fulfilled:




(i) Atlas has provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) Atlas complies with its obligations under the Data Protection Legislation by

providing an adequate level of protection to any Personal Data that is transferred; and

(iv) Atlas complies with reasonable instructions notified to it in advance by the

Customer with respect to the processing of the Personal Data;

(e) notify the Customer without undue delay on becoming aware of a Personal Data breach;

(f) at the written direction of the Customer, delete or return Personal Data and copies

thereof to the Customer on termination of the Agreement unless required by Applicable Law to store the Personal Data; and

(g) maintain complete and accurate records and information to demonstrate its compliance with this clause.

14.5 The Customer consents to Atlas as processor of Personal Data under this Agreement.

15 EXPORT

15.1 Neither Party shall in any circumstances export, directly or indirectly, any technical data

acquired from the other Party under this Agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (‘Export Control Laws’), to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.

15.2 Each Party undertakes:

(a) contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above; and

(b) if requested, to provide the other Party with any reasonable assistance, at the

reasonable cost of the other Party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.




16 REPRESENTATIONS

16.1 Atlas represents that the Atlas Content and Documentation are proprietary to Atlas and that it

has the right to license all Intellectual Property Rights in and to the Atlas Content and Documentation to the Customer for the Products’ Purpose. The Customer represents that the training materials, documents and all other information which are provided by the Customer for incorporation into the Customised Product are proprietary to the Customer and do not breach any third party Intellectual Property Rights.

16.2 Atlas does not provide any warranty for the Customised Product and, without limitation, Atlas

specifically denies any implied or express representation that the Customised Products will be fit:

(a) to operate in conjunction with any hardware items or software products other than

with those that are identified in the Documentation as being compatible with the Customised Products; or

(b) to operate uninterrupted or error-free.

16.3 Each Party warrants that it has full capacity and authority, and all necessary licences, permits

and consents, to enter into and perform this Agreement; and that those signing this Agreement are duly authorised to bind the party for whom they sign.

17 LIMITATION OF LIABILITY

17.1 (a) Atlas shall not in any circumstances have any liability for any losses or damages which

may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

(i) special damages even if the Customer was aware of the circumstances in which

such special damage could arise; (ii) loss of profits; (iii) loss of anticipated savings; (iv) loss of business opportunity; (v) loss of goodwill; (vi) loss or corruption of data.

(b) The total liability of Atlas, whether in contract, tort (including negligence) or otherwise in connection with this Agreement, shall in no circumstances exceed the sum equal to that part of the Price paid by the Customer during the Term prior to the date of such claim.

(c) The Customer agrees that, in entering into this Agreement, either it did not rely on

any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this Agreement) that it shall have no remedy in respect of such representations and (in either case) Atlas shall have no




liability in any circumstances otherwise than in accordance with the express terms of this Agreement.

17.2 All dates supplied by Atlas for the delivery of the Customised Products shall be treated as

approximate only. Atlas shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such dates.

18 ASSIGNMENT AND SUBCONTRACTING

18.1 The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust of or

deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of Atlas.

18.2 Subject to prior written notice to the Customer, Atlas may assign, transfer, mortgage, charge,

subcontract, declare a trust of or deal in any other manner with any or all of its rights and obligations under this Agreement.

18.3 Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

19 TERMINATION 19.1 Without prejudice to any rights that have accrued under this Agreement or any of its rights or

remedies, either Party may at any time terminate this Agreement with immediate effect by giving written notice to the other Party if:

(a) the other Party fails to pay any amount due under this Agreement on the due date

for payment and remains in default not less than fourteen (14 days) after being notified in writing to make such payment;

(b) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due under this Agreement) and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;

(c) the other Party repeatedly breaches any of the terms of this Agreement in such a

manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

(d) the other Party suspends, or threatens to suspend, payment of its debts or is unable

to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(e) the other Party commences negotiations with all or any class of its creditors with a

view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;




(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;

(g) an application is made to court, or an order is made, for the appointment of an

administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party;

(h) the holder of a qualifying floating charge over the assets of that other Party has

become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party;

(j) a creditor or encumbrancer of the other Party attaches or takes possession of, or a

distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within fourteen (14) days;

(k) any event occurs, or proceeding is taken, with respect to the other Party in any

jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 19.1(d) to clause 19.1(j) (inclusive);

(l) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all

or a substantial part of its business. 19.2 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of

the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement, which existed at or before the date of termination.

19.3 On termination for any reason:

(a) all rights granted to the Customer under this Agreement shall cease; (b) the Customer shall cease all activities authorised by this Agreement; (c) the Customer shall not be entitled to reimbursement of any Price or part thereof

and shall immediately pay any outstanding unpaid invoices and interest due to Atlas. Atlas shall submit invoices for any remaining portion of the Price, but for which no invoice has been submitted, and the Customer shall pay these invoices immediately on receipt; and

(d) the Customer shall immediately return to Atlas all copies of the Customised

Products, Atlas Content and Documentation in its possession, custody or control.




20 WAIVER

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

21 RIGHTS AND REMEDIES Except as expressly provided in this Agreement, the rights and remedies provided under this

are in addition to, and not exclusive of, any rights or remedies provided by law. 22 ENTIRE AGREEMENT

22.1 This Agreement and any other necessary documents referred to herein contain the whole

Agreement between the Parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the Parties relating to that subject matter.

22.2 Each Party acknowledges that, in entering into this Agreement and the documents referred to

in it or appended to it, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a Party to this Agreement or not) other than as expressly set out in this Agreement.

23 VARIATION

No variation of this Agreement shall be effective unless it is in writing and signed by the Parties

(or their authorised representatives). 24 SEVERANCE

24.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or

unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

24.2 If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.




25 COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

26 THIRD-PARTY RIGHTS This Agreement does not confer any rights on any person or party (other than the Parties to this

Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

27 NO PARTNERSHIP OR AGENCY Nothing in this Agreement is intended to or shall operate to create a partnership between the

Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

28 FORCE MAJEURE

Atlas shall have no liability to the Customer under this Agreement, if it is prevented from or

delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Atlas or any other party); failure of a utility service or transport or telecommunications network; act of God; war; riot; civil commotion; malicious damage; compliance with any law or governmental order, rule, regulation or direction; accident; breakdown of plant or machinery; fire; flood; storm; or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

29 NOTICES

29.1 Any notice given to a Party under or in connection with this Agreement shall be in writing and

shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).

29.2 Any notice shall be deemed to have been received:

(a) If delivered by hand, on signature of a delivery receipt;

(b) If sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting.




29.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, "writing" shall not include e-mail.

30 GOVERNING LAW AND JURISDICTION

30.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject

matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

30.2 The Parties irrevocably agree that the courts of England and Wales shall have exclusive

jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).




SCHEDULE A - CUSTOMISED PRODUCTS

PART 1 See Commercial Proposal document PART 2 See Commercial Proposal document PART 3 See Commercial Proposal document




SCHEDULE B - PRICE

See Commercial Proposal document




SCHEDULE C - IMPLEMENTATION PLAN

See Commercial Proposal document

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