To the extent that an applicable mandatory rule of the law requires the mode of payment of the IP Remuneration to be expressly determined, for the purposes of such rule of law the mode of payment shall be deemed to be as follows: if the amount in (a) or (c) applies, they shall be deemed payable on demand; if the amount in (b) applies, it shall be deemed payable within 2 months from the date of the Agreement at a single occasion or by instalments on several occasions at the option of the Company. The Contractor confirms that the IP Remuneration is adequate, and no other remuneration for the Relevant IP Rights or the Relevant IP Objects shall be due or payable to the Contractor. To the maximum extent allowed under applicable law, the Contractor waives any right it may have to challenge the assignment of the Relevant IP Rights to the Company, or the effect of any other provisions of the Agreement or the Cooperation Terms, by reason of any failure on the part of the Company to pay the said remuneration.
4.17. If, apart from this clause, the assignment of the Relevant IP Rights and the Relevant IP Objects to the Company would be unenforceable in full or in part, but the application of this clause would make it enforceable, then this clause shall apply. In such case, the amount of remuneration in respect of Relevant IP Rights created in a given calendar month shall, for the purposes of the rule of the law referred to in clause 4.16 only, be deemed to be 1% (one per cent) of the Fees (exclusive of IP Remuneration) agreed to be payable for Services rendered in that calendar month (and the amount of Fees agreed to be payable for Services shall be deemed to be equal to the amounts actually paid minus the relevant IP Remuneration, unless other amounts of Fees that are expressly exclusive of IP Remuneration are agreed by the Parties in writing).
5. ANTI-BRIBERY AND CORRUPTION
5.1. In this clause:
"Bribe" means any bribe, gift, loan, fee, reward or other advantage given to or received from any person (including without limitation the Company's employees, customers, suppliers, agents or subcontractors or any government or other officials) in order to obtain, retain or direct business, to induce a favorable business treatment, affect any decision of any state, municipal or governmental body or to secure any other improper advantage in the conduct of business and includes a kickback on any portion of a contract payment.
"Hospitality, Entertainment or Gifts" shall include but is not limited to the offer or receipt of gifts, meals, goods, services, favours, loans, trips, accommodation and the use of property or invitations to events, functions or other social gatherings.
5.2. The Company expects the highest standards of integrity in relation to the Contractor's dealings with the Company's employees, customers, suppliers, agents and subcontractors and with any government official.
5.3. The Contractor is prohibited from promising, offering, giving, authorising or accepting any Bribe in any form, directly or indirectly.
5.4. The Contractor is required not to give or receive Hospitality, Entertainment or Gifts if these are intended, or could be reasonably interpreted, as a reward or encouragement for a favour or preferential treatment in connection with the Company's business.
5.5. The Contractor is prohibited from making any direct or indirect contributions to political parties, organisations or individuals engaged in politics, or any charitable contribution or sponsorship as a way of obtaining advantage in business transactions.
5.6. The Contractor is prohibited from making any direct or indirect illicit or secret payments or transfers of value to government officials and from giving Hospitality, Entertainment or Gifts to government officials.
5.7. Where the Contractor suspects, believes or knows that an act of bribery or corruption is being considered or carried out, the Contractor is required to report this to the Company.
6. PERSONAL DATA
6.1. The Contractor hereby gives his/her consent for the personal data processing by the Company. In particular, the Contractor gives consent for the processing of his/her personal data, among other things, for any actions or series of actions on receiving, storing, use, inclusion to the database, distribution, supplementing or otherwise modifying, depersonalization, deleting and other actions, which the Company may perform with my personal data in a written (paper), electronic or other form, including, the following data: name, surname, patronymic, date of birth, passport details, identification number, private entrepreneur`s registration data, address, other contact information, as well as other personal data provided for the purpose of entering into the Agreement, performing the Agreement, settlements, bookkeeping and accounting, communications with governmental bodies in the course of Company's business activities, for fulfilment of internal regulations, procedures and policies applied by the Company, as well as for other purposes, which do not contradict the effective laws and regulations. In addition, the Contractor gives his/her consent for the transfer of his/her personal data to third parties, as well as for the cross-border transfer of his/her personal data, including to Belize, the British Virgin Islands, the Republic of Belarus, the Republic of Cyprus, the Republic of Kazakhstan, the Russian Federation, Panama, Ukraine, the United Arab Emirates and the United States of America, other countries, solely for the purpose envisaged under this consent, as provided in this clause above.
6.2. The Contractor is hereby notified on inclusion of his/her personal data to the database containing personal data, which is owned by the Company, as well as on the сomposition and content of his/her personal data collected by the Company, purposes of processing of personal data, information on persons to which/whom personal data will be transferred as determined in this clause 6 (Personal Data).
6.3. The Contractor is notified on his/her rights in respect of personal data, in particular:
(a) the right to know location of the personal database containing his/her personal data, its purpose and name, location of the owner and processors of personal data or to empower the authorized person to obtain such information, except of the cases established by law;
(b) the right to receive information on terms of granting access to his/her personal data, in particular information on the third persons to whom personal data are being transferred;
(c) the right to access to the own personal data;
(d) the right to receive a response not later than within thirty calendar days from the date of request as to the fact of storing your personal data in the personal data database, as well as to receive the content of personal data being stored, unless otherwise is envisaged by the law;
(e) the right to reasonably request prohibition of processing of personal data;
(f) the right to reasonably claim for alteration or destruction of personal data by the owner and/or processor of personal data in case if the data are processed illegally or are inaccurate;
(g) the right to protect his/her personal data from illegal processing and accidental loss, destruction or damage caused by intentional concealment, failure to provide them or their untimely provision, as well as not to submit the data which are unreliable or discrediting your honour, dignity and business reputation;
(h) the right to address the claims on personal data processing to governmental authorities and state officials responsible for personal data protection as well as to the court;
(i) the right to use legal remedies in case of violation of legislation on personal data protection;
(j) to introduce a reservation as regards limitation of right to process personal data at the time of giving consent;
(k) the right to recall the consent on his/her personal data processing;
(l) the right to know the mechanism of automatic processing of personal data;
(m) the right on protection from automated solution which may have legal consequences for him/her.
7. RESPONSIBILITY OF THE PARTIES
The Party in breach of the Agreement and/or the Cooperation Terms shall pay damages and costs incurred by the other Party in enforcing its rights under the Agreement and/or the Cooperation Terms (including reasonable legal fees and disbursements).
8. TERMINATION AND SURVIVAL
8.1. Subject to paragraphs 2.8 (Confidentiality) and 3.2 (Non-competition and Non-solicitation), the Agreement is made for an indefinite term. Termination or expiry (if applicable) of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
8.2. The provisions of clauses 2 (Confidentiality), 3 (Non-competition and Non-solicitation) and 4 (Intellectual Property Rights) shall survive any expiry (if applicable) or termination of the Agreement.
9. COMPLIANCE WITH LAWS
The Contractor shall: (a) obtain, and keep in effect, any permits and licenses required for the Contractor to carry out the Agreement and/or the Cooperation Terms and receive the fees; (b) pay all required taxes and government charges required to be paid in connection with the Agreement and/or the Cooperation Terms in the jurisdiction or jurisdictions of residence of the Contractor and, if different (and applicable), the jurisdiction or jurisdictions of the Contractor's nationality; and (c) otherwise ensure that the Contractor complies with the laws and regulations in the said jurisdictions.
No failure or delay by a party to exercise any right or remedy provided under the Agreement, the Cooperation Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11. RIGHTS AND REMEDIES
The rights and remedies provided under the the Agreement and the Cooperation Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
12.1. If, at any time, any provision of the Agreement and/or the Cooperation Terms is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction:
(a) neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired;
(b) subject to subparagraph (a), the provision 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 the Agreement and/or the Cooperation Terms.
12.2. If any provision or part-provision of the Agreement and/or the Cooperation Terms 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.
13. ENTIRE AGREEMENT
13.1. The Agreement and the Cooperation Terms constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement and/or the Cooperation Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement and/or the Cooperation Terms.
13.3. Nothing in this clause shall limit or exclude any liability for fraud.
14. ASSIGNMENT AND OTHER DEALINGS
The Company may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under the Agreement and/or the Cooperation Terms.
15. NO PARTNERSHIP
15.1. Nothing in the Agreement and/or the Cooperation Terms is intended to, or shall be deemed to, establish any employee-employer relationship, partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
15.2. The Company may be party to the Agreement as principal, as an undisclosed agent or otherwise.
16. THIRD PARTY RIGHTS
Subject to clause 14 (Assignment and other Dealings), no one other than a party to the Agreement shall have any right to enforce any of its terms.
17.1. The 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.
17.2. Transmission of an executed counterpart of the Agreement (but for the avoidance of doubt not just a signature page) by (a) fax or (b) email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of the Agreement. If either method of delivery is adopted, without prejudice to the validity of the Agreement thus made, each party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter.
17.3. The Contractor's obligations under the Agreement and/or the Cooperation Terms shall be effective from the moment of execution by the Contractor of at least one counterpart of the Agreement, irrespective of whether or not the Agreement has been executed by the Company.
18. GOVERNING LAW AND DISPUTE RESOLUTION
18.1. The Agreement and/or the Cooperation Terms shall be governed by the laws of England and Wales, excluding conflict of laws rules.
18.2. Any dispute, controversy or claim arising out of or relating to the Agreement and/or the Cooperation Terms, or the interpretation, execution, breach, termination or invalidity thereof, shall be settled by the International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry in accordance with its Rules. The place of arbitration shall be Kyiv, Ukraine.
The Cooperation Terms have been set forth in English and Ukrainian. In the event of any inconsistencies, the English language version shall prevail.