TERMS AND CONDITIONS OF COOPERATION WITH REMOTE INDEPENDENT CONTRACTORS, EMPLOYEES AND MANAGEMENT
These Terms and Conditions of Cooperation with Remote Independent Contractors, Employees and Management (the "Cooperation Terms") regulate the cooperation of the Company (as defined in the Agreement) with persons entering into the Agreement for the Supply of Services with the Company (the "Agreement"), and constitute an integral part of the Agreement. The Agreement constitutes a summary of Contractor's obligations under these Cooperation Terms, and the list and scope of such obligations as stipulated in the Agreement is non-exhaustive; in case of any discrepancies between the Agreement and the Cooperation Terms, the terms and conditions of the Cooperation Terms shall prevail.
All persons entering into the Agreement with the Company (the "Contractors") confirm that they:
- have familiarized themselves with the provisions of the Cooperation Terms and fully understand them;
- acknowledge that the provisions of the Cooperation Terms apply to them to the full extent;
- are cognizant of the fact that any violation of the Cooperation Terms is capable of causing termination of the cooperation with the Company and/or imposing responsibility upon the Contractor under applicable legislation.
Contractor's consent to enter into the Agreement means his/her consent to all provisions of these Cooperation Terms (that constitute an integral part of the Agreement), and is a precondition of Contractor's cooperation with the Company in any capacity; the Contractor enters into the Agreement and agrees with the Cooperation Terms in consideration for the Engagement (as this term is defined in these Cooperation Terms).
Any reference to the "Parties" in these Cooperation Terms shall apply to persons entering into the Agreement that refers to these Cooperation Terms (i.e. the Company and the Contractor).
The Company reserves the right to amend the provisions of the Cooperation Terms unilaterally (to the extent relevant to the subject matter of the Agreement and the Cooperation Terms). The Company may, at its sole discretion (but is not obliged to), notify the Contractor of the amendments of the Cooperation Terms. Any amendments of the Cooperation Terms are legally binding for the Contractor; in case the Contractor objects to any amendments of the Cooperation Terms, he/she shall immediately terminate the Engagement and perform all relevant actions as may be required in connection with the termination of the Engagement.
THEREFORE, EACH CONTRACTOR ENTERING INTO THE AGREEMENT ALSO GIVES HIS CONSENT TO THE FOLLOWING:
1. DEFINITIONS AND INTERPRETATION
1.1. In this Cooperation Terms where the context admits:
"Business Day" means a day (other than Saturday or Sunday) when Parties' banks are open for business.
"Control" means, in relation to any person, the possession, directly or indirectly, of:
(a) the power to direct, or cause the direction of, the management and policies of that person; or
(b) such securities (or other rights) as confer on the holder thereof the right to exercise in excess of fifty per cent (50%) in number of all votes exercisable in general meeting of all the members of such person,
and "Controlled" shall be construed accordingly.
"Engagement" means the engagement of the Contractor as a service provider, consultant, officer, director or employee (as the case may be) of a Group Company.
"Fees" means the fees, remuneration and other compensation payable to the Contractor in connection with the Engagement.
"Group" means the Company and persons Controlled by it, or that are under common Control with it, and "Group Company" means any one of them.
"Services" means any services provided by the Contractor to the Company.
1.2. (i) References to "these Cooperation Terms ", "herein", "hereby", "hereunder", "hereof" and other equivalent words shall refer to these Cooperation Terms in their entirety, including schedules and exhibits from time to time, if any, and references to preamble, recitals, clauses, exhibits and schedules are to the preamble, recitals, clauses, exhibits and schedules of and to these Cooperation Terms; (ii) all definitions set forth herein shall be deemed applicable whether the words defined are used herein in the singular or the plural; (iii) wherever used herein, any pronoun shall be deemed to include both the singular and plural and to cover all genders; (iv) the words "including" and "in particular" are to be construed as being by way of illustration or emphasis only, and are not to be construed as, nor shall they take effect as, limiting the generality of any foregoing words (v) the headings used in these Cooperation Terms are for convenience only and shall not affect the interpretation hereof; (vi) any reference to any agreement, instrument, Agreement, contract or other document shall include any amendment, amendment and restatement, supplement or other modification thereto from time to time; (vii) any reference to a Party shall include such Party’s successor or permitted assignee in accordance with the Agreement or Cooperation Terms; (viii) where an action is required by any Party, references to such Party shall be construed to refer to such action taken by its respective representatives duly authorised by such Party thereunto; (ix) words such as "henceforth," "hereafter," "heretofore," and the like shall be construed as relative to the date of the Agreement; (x) words such as "thereof," "thereunder," "therein," "thereto," "thenceforth," "thereafter," "therefore," "therewith," and the like shall correspondingly be construed as relating to the document or event referred in the Agreement or the Cooperation Terms; (xi) the words "other" / "otherwise" are not to be construed ejusdem generis with any foregoing words where a wider construction is possible.
2. CONFIDENTIALITY
2.1. In this clause:
"Confidential Information" shall include:
(a) the Agreement and the Cooperation Terms, including the fact of their existence and their terms;
(b) amounts paid or payable (as salary, bonuses, fees or otherwise) by any Group Company to the Contractor or any other individual employee, officer or consultant, and any discussions relating to past, present or future such amounts;
(c) information relating to shareholding or holding of any options or other rights to shares in any Group Company (for example, any capitalization tables or corporate structures), or to any discussions with respect thereto;
(d) information regarding or related to the Group Companies or their business;
(e) information disclosed to the Contractor by a Group Company or its employee, officer or consultant (whether before or after the date of the Agreement);
(f) information received, developed, created or modified by the Contractor in the course of provision of the Services;
(g) information that may give the Group a competitive advantage over others who do not have access to this information; and
(h) information marked as confidential or would normally under the circumstances be considered confidential information.
Each of the items included in the definition of Confidential Information shall be construed separately, and shall not restrict the meaning of any other such items.
Examples of Confidential Information include: (i) the identities of, and information concerning, customers, talent, producers, designers, programmers, distributors, merchandisers, advertisers or employees, as well as any information regarding direct benefits (such as salary, allowances, bonus, commission) and indirect benefits (such as insurance, pension plans, vacations, incentive plans) at the Group Companies; (ii) strategies, approaches, business methods, and frameworks for on-going and future programming, merchandising and advertising; (iii) non-public financial information, including, financial and/or investment performance information, forecasts, budgets and data; (iv) information about the Group’s pending or proposed business transactions and proposed and/or ongoing acquisitions, joint ventures, and strategic alliances; (v) database and information on users collected by the websites of the Group Companies and other sources related to the business; and (vi) Cardholder Data.
"Cardholder Data" includes all data relating to a payment card, the person to whom the card is issued and the individual authorized to use the card, including the payment card number/ account number, cardholder name, expiration date, service code, any data encoded in the magnetic stripe, other cardholder data.
2.2. Subject to the other provisions of this clause, the Contractor shall not make use of, disclose or divulge any Confidential Information to any person, or make any Confidential Information public or available or accessible to any person.
2.3. Paragraph 2.2 of this clause does not prohibit:
(a) any actions made with the prior written consent of the Company;
(b) the use or disclosure of certain Confidential Information (other than information referred to under (b) or (c) in the definition of "Confidential Information" in para. 2.1 hereof) to those consultants, officers, directors or employees (as the case may be) of a Group Company who need to know such Confidential Information and are bound by confidentiality obligations to a Group Company, in each case to the extent necessary in the course of provision of Services by the Contractor;
(c) actions that must be taken under mandatory rules of applicable law (including pursuant to a court order), provided that the Contractor shall give immediate notice to the Company of all relevant circumstances and use reasonable endeavours to provide Company with the opportunity to seek (at Company’s expense) a protective order or the equivalent;
(d) the disclosure of information relating to the Agreement to professional legal and tax advisors of the Contractor to the extent required for the Contractor to exercise rights and fulfil obligations under the Agreement and the Cooperation Terms or to pay taxes, provided that such advisors are bound by suitable confidentiality obligations and the Contractor shall ensure that such advisors do not use the information other than for giving advice to the Contractor for the said purposes;
(e) disclosure of information which has become public (other than through a breach of the Agreement and/or the Cooperation Terms) before such disclosure.
2.4. In addition to other limitations in this clause 2 (Confidentiality), in case the Contractor gains access to any Cardholder Data, including via remote-access technologies, the Contractor shall not copy, move, or store Cardholder Data onto any local hard drives or removable electronic media, unless explicitly authorized by the Company in writing for a defined business need.
2.5. Upon request by the Company, the Contractor shall:
(a) return to the Company all Confidential Information, in any form or media, and all copies thereof; and
(b) delete all Confidential Information from any computers, electronic memory devices, and all other storage, including portable USB storage devices and cell phones that may be used by the Contractor.
2.6. The Contractor shall ensure that the Confidential Information is kept secure and shall use up-to-date antivirus, antispyware, firewall and similar protective measures on each system on which Confidential Information is stored.
2.7. In case the Company gives the Contractor access to any servers, computer systems or other physical resources, the Contractor shall not use such access for any purpose other than for the provision of Services to the Company.
2.8. The obligations set forth in this clause 2 (Confidentiality) of these Cooperation Terms shall survive the termination of the Agreement and shall be effective for so long as the relevant information retains its confidential nature, but not less than for two (2) years from the date of termination of the Engagement.
3. NON-COMPETITION AND NON-SOLICITATION
3.1. In this clause:
"Restricted Business" means any business that directly or indirectly competes with the Group's business and/or systems, technologies or algorithms developed by the Group.
"Restricted Area" means any country in which the Group engages in the Group's business.
3.2. The Contractor undertakes (for the benefit of the Company and the Group) that he will not (and that he will procure that no person connected with him will):
(a) directly or indirectly engage in any Restricted Business in the Restricted Area;
(b) hold any direct or indirect interest in, or be engaged by, any company or business which is directly or indirectly engaged in any Restricted Business in the Restricted Area (except for securities held in companies listed on an internationally recognised investment exchange and representing less than one per cent (1%) of the issued class of such security);
(c) on behalf of any Restricted Business in the Restricted Area, directly or indirectly solicit or entice, or attempt to solicit or entice, away from any Group Company the business or custom of any person in competition with the Group or accept any business from any such person if it is in competition with the Group;
(d) directly or indirectly cause or encourage any person to cease to supply goods and/or services to any Group Company or to otherwise materially reduce the level, or adversely vary the terms, of any business transacted between the Group and such person;
(e) directly or indirectly solicit or entice, or attempt to solicit or entice, away from any Group Company any person engaged by the Group in a senior management position (including any managing director, director or vice president (or similar designation)), engaged in product development (including any designer or engineer) or in a Company relationship role (including any person whose role within the Group includes significant publicity, marketing or sales activities), provided that the Contractor shall not be in breach of this clause as a result of running a national advertising campaign open to all comers and not specifically targeted at any of the staff of the Group;
(f) use any Confidential Information in relation to any Restricted Business in the Restricted Area;
(g) make any investments in any companies without prior disclosure to the Company as well as take any executive positions in such companies and/or participate in day-to-day activities of such companies without prior disclosure to the Company; or
(h) encourage, assist or facilitate any person undertaking any of those matters described in this paragraph,
in each case for so long as the Contractor remains Engaged as an officer, director, employee or consultant of a Group Company and for a period of six (6) months thereafter (the "Non-Compete Period").
3.3. Restrictions distinct
Each of the restrictions contained in this clause is separate and distinct and is to be construed separately from the other such restrictions.
3.4. Reasonableness
The signature by the Contractor of the Agreement means his acknowledgement that he considers the restrictions contained in this clause to be reasonable and that the duration, extent and application of each of these restrictions is no greater than is necessary for the protection of the goodwill of the businesses of the Group and that the Company enters into the Agreement in reliance thereon.
4. INTELLECTUAL PROPERTY RIGHTS
4.1. In this clause:
"Intellectual Property Rights" means patent, patent application, copyright, know-how, database right, registered and/or unregistered trade mark, trade mark application, trade name, service name, business name, registered design, unregistered design right, industrial design, utility model or other intellectual or industrial property right and including copyright in software and computer algorithms, applications and the right to make applications for any of the foregoing, extensions and renewals thereof and all rights of a similar nature, and any and all rights to the Intellectual Property Objects, in each case anywhere in the world.
"Intellectual Property Object" means any creation, work, invention, method, research, process, result of intellectual activity, in each case protected by intellectual property law or analogous law anywhere in the world (including software, digitized or other computer files containing data, database, illustration, design, artwork, video image, object, sound), and any object, sample, incorporation or embodiment of any of the Intellectual Property Rights, irrespective of the form or media, as well as any documentation and records relating thereto.
"Relevant IP Rights" means Intellectual Property Rights created during the course of the Contractor's Engagement, or through the Contractor's employment or service to a Group Company.
"Relevant IP Objects" means (i) all embodiments of the Relevant IP Rights, irrespective of the form or media; (ii) Intellectual Property Objects created by the Contractor during the course of his Engagement, or through the Contractor's employment or service to a Group Company; and (iii) any documentation and records relating thereto.
"Modify" includes to modify in any manner whatsoever, refine, improve, alter, adapt, use in parts, perfect, split, simplify, correct, make additions, amend, decompile, reverse-engineer, integrate, disintegrate, produce derivative works; and "Modification" shall be construed accordingly.
4.2. All Relevant IP Rights shall belong to the Company, and are hereby assigned to the Company (including by way of assignment of future rights). Without prejudice to the immediately preceding sentence, the Contractor by signing the Agreement irrevocably waives any rights to the Relevant IP Rights (including any that have been created in the past) and agrees that the Company shall be the sole owner of the Relevant IP Rights.
4.3. The Contractor shall execute all documents and do all things which are reasonably necessary or desirable for perfecting the assignment of the Relevant IP Rights assigned to the Company and for obtaining such protections in respect thereof (including by way of patent) as the Company considers necessary or desirable. In particular, if requested by the Company, the Contractor shall sign and provide to the Company: (a) transfer and acceptance acts and any other documents describing the Relevant IP Objects and Relevant IP Rights and evidencing their assignment to the Company; and (b) in case the assignment under the Agreement and/or the Cooperation Terms does not comply with any laws, regulations or practice in any relevant jurisdictions, additional agreements relating to such assignment that comply with such laws, regulations and practice. In case the Company gives the respective written directions to the Contractor under this paragraph, out of pocket expenses reasonably incurred by the Contractor in complying with such directions of the Company shall be reimbursed by the Company.
4.4. All Relevant IP Objects shall be the property of the Company, and the Contractor shall deliver the same to the Company.
4.5. The Contractor hereby irrevocably appoints the Company to be his attorney in his name and on his behalf (at the Company's expense) to sign or execute any document or do anything for the purpose of giving to the Company the full benefit of the provisions of this paragraph and, in favour of any third party, a certificate in writing signed by any director of the Company that any document or act falls within the authority conferred by this paragraph shall be conclusive evidence that that is the case.
4.6. The Contractor waives all moral rights and all similar and analogous rights in other territories (whether arising under Chapter IV of the Copyright Designs and Patents Act 1988 or otherwise) to the extent permissible under the relevant legislation in every relevant jurisdiction in the Relevant IP Objects.
4.7. Without prejudice to clause 2 (Confidentiality) of these Cooperation Terms, the Contractor shall keep all information relating to the Intellectual Property Rights of the Group confidential during the course of his engagement as an officer, employee or consultant of a Group Company and for a period of two (2) years from the termination thereof. Such Contractor shall not assign or otherwise make Relevant IP Rights available to third parties.
4.8. No Contractor will engage any third party in the creation of Relevant IP Rights or Relevant IP Objects where such engagement may result in the creation of third party rights to the Relevant IP Rights or Relevant IP Objects.
4.9. The Relevant IP Rights and Relevant IP Objects created by the Contractor shall not infringe any third parties' rights. In case of such infringement, such Contractor shall fully indemnify and hold harmless the Group from and against any such infringement.
4.10. Without limiting the generality of the foregoing, from the moment of creation of each Relevant IP Object (or, if such Relevant IP Object was created before the date of the Agreement, from the earliest moment in time allowed under applicable law), the Company shall have the following exclusive proprietary intellectual property rights with respect thereto:
(a) exclusive right to use each Relevant IP Object in any form and in any way, including the right to do the following:
full or partial reproduction of the Relevant IP Objects in any form or format, in any way, in any number of copies, using any and all media, in any material form or otherwise;
any public performance and any broadcasting of any and all Relevant IP Objects;
public demonstration and public display of the Relevant IP Objects, including but not limited, with advertising or informing purposes;
publication, launching, exposure, operating, making available of the Software and other Relevant IP Objects, in any form, by any method, to any number of persons, whether on any central or local units or otherwise, including under the Company's name, commercial name, firm name, and/or trademark, and including any repeated publication, launching, exposure and making available;
any translation of the Relevant IP Objects, any transcription thereof into another computer language;
the Modification of any Relevant IP Objects; creation of derivative works, independent Relevant IP Objects on the basis of the Relevant IP Objects;
integration of the Relevant IP Objects into any systems; inclusion of the Relevant IP Objects as integral parts into computer programs, computer games, online games, databases, interfaces, other forms readable by computer, to compilations, anthologies, encyclopaedias etc.;
distributing, offering, selling, transferring disposing, alienating, granting into property lease, lending the Relevant IP Objects, both for the first time and subsequently, and whether in exchange for payment or otherwise;
providing the Relevant IP Objects to the general public knowledge in any way; providing access to the Relevant IP Objects in any form (whether as source program, object program or otherwise) to an unlimited number of persons, including by way of net access, including Internet, and by other means;
import and export of copies of the Relevant IP Objects;
marketing of the Relevant IP Objects in any form and by any means, using the Relevant IP Objects in advertising, including without limitation through Internet, radio, television, in printed mass media and other mass media;
filing applications for registration and obtaining title documents (certificates, patents, etc.) in Ukraine and worldwide with respect to copyright, inventions, utility models, industrial designs, topographies of integrated circuits and other types of intellectual property objects based on the Relevant IP Objects and transfer of right to obtain any such title documents to the third party. The Contractor shall assist the Company in filing any and all such applications;
(b) the exclusive proprietary right to authorize or prohibit the use of the Relevant IP Objects by other persons;
(c) the exclusive right to prevent illegal use of the Relevant IP Objects, including the prohibition of any such use;
(d) any and all other proprietary rights to the Relevant IP Objects.
4.11. The exclusive proprietary rights of the Company to the Relevant IP Objects shall extend to the territory of all countries of the world with no restriction. Such rights shall belong to the Company for the whole period of validity of such rights.
4.12. The Company shall have the right to transfer any and all of its rights under the Agreement and/or the Cooperation Terms to third parties, including the Relevant IP Rights and the exclusive proprietary intellectual property rights to the Relevant IP Objects, in full and/or in part at the sole discretion of the Company and without the need for any consent of the Contractor.
4.13. The Contractor hereby irrevocably allows the Company not to indicate the Contractor's name on the Relevant IP Objects and their samples.
4.14. The Contractor hereby grants the Company with the right to Modify the Relevant IP Objects from time to time, or to have third parties carry out any such Modifications, in each case, without the need for any further or separate approval or consent of the Contractor. The Contractor agrees that no such Modification shall be deemed to violate any of the Contractor's rights, including any right to the integrity of the Relevant IP Objects.
4.15 The Parties agreed that the remuneration to the Contractor for the Relevant IP Rights and the Relevant IP Objects (the "IP Remuneration") shall be included in the amount of the Fees. The IP Remuneration need not: (a) be paid by separate payments or otherwise separated from the amount of the Fees; or (b) be expressly designated as remuneration for Relevant IP Rights and the Relevant IP Objects in the details of the payment or otherwise.
4.16. Without prejudice to the immediately preceding clause, to the extent that an applicable mandatory rule of the law requires the amount of IP Remuneration to be expressly determined, such remuneration shall, for the purposes of that rule only, be deemed to be the higher of:
(a) the minimum amount of such remuneration required by any mandatory rules of applicable law (if any);
(b) the aggregate amount of USD 100 (one hundred U.S. dollars); or
(c) if the immediately following clause 4.17 applies, the amounts determined pursuant to that clause.
3.1. In this clause:
"Restricted Business" means any business that directly or indirectly competes with the Group's business and/or systems, technologies or algorithms developed by the Group.
"Restricted Area" means any country in which the Group engages in the Group's business.
3.2. The Contractor undertakes (for the benefit of the Company and the Group) that he will not (and that he will procure that no person connected with him will):
(a) directly or indirectly engage in any Restricted Business in the Restricted Area;
(b) hold any direct or indirect interest in, or be engaged by, any company or business which is directly or indirectly engaged in any Restricted Business in the Restricted Area (except for securities held in companies listed on an internationally recognised investment exchange and representing less than one per cent (1%) of the issued class of such security);
(c) on behalf of any Restricted Business in the Restricted Area, directly or indirectly solicit or entice, or attempt to solicit or entice, away from any Group Company the business or custom of any person in competition with the Group or accept any business from any such person if it is in competition with the Group;
(d) directly or indirectly cause or encourage any person to cease to supply goods and/or services to any Group Company or to otherwise materially reduce the level, or adversely vary the terms, of any business transacted between the Group and such person;
(e) directly or indirectly solicit or entice, or attempt to solicit or entice, away from any Group Company any person engaged by the Group in a senior management position (including any managing director, director or vice president (or similar designation)), engaged in product development (including any designer or engineer) or in a Company relationship role (including any person whose role within the Group includes significant publicity, marketing or sales activities), provided that the Contractor shall not be in breach of this clause as a result of running a national advertising campaign open to all comers and not specifically targeted at any of the staff of the Group;
(f) use any Confidential Information in relation to any Restricted Business in the Restricted Area;
(g) make any investments in any companies without prior disclosure to the Company as well as take any executive positions in such companies and/or participate in day-to-day activities of such companies without prior disclosure to the Company; or
(h) encourage, assist or facilitate any person undertaking any of those matters described in this paragraph,
in each case for so long as the Contractor remains Engaged as an officer, director, employee or consultant of a Group Company and for a period of six (6) months thereafter (the "Non-Compete Period").
3.3. Restrictions distinct
Each of the restrictions contained in this clause is separate and distinct and is to be construed separately from the other such restrictions.
3.4. Reasonableness
The signature by the Contractor of the Agreement means his acknowledgement that he considers the restrictions contained in this clause to be reasonable and that the duration, extent and application of each of these restrictions is no greater than is necessary for the protection of the goodwill of the businesses of the Group and that the Company enters into the Agreement in reliance thereon.
4. INTELLECTUAL PROPERTY RIGHTS
4.1. In this clause:
"Intellectual Property Rights" means patent, patent application, copyright, know-how, database right, registered and/or unregistered trade mark, trade mark application, trade name, service name, business name, registered design, unregistered design right, industrial design, utility model or other intellectual or industrial property right and including copyright in software and computer algorithms, applications and the right to make applications for any of the foregoing, extensions and renewals thereof and all rights of a similar nature, and any and all rights to the Intellectual Property Objects, in each case anywhere in the world.
"Intellectual Property Object" means any creation, work, invention, method, research, process, result of intellectual activity, in each case protected by intellectual property law or analogous law anywhere in the world (including software, digitized or other computer files containing data, database, illustration, design, artwork, video image, object, sound), and any object, sample, incorporation or embodiment of any of the Intellectual Property Rights, irrespective of the form or media, as well as any documentation and records relating thereto.
"Relevant IP Rights" means Intellectual Property Rights created during the course of the Contractor's Engagement, or through the Contractor's employment or service to a Group Company.
"Relevant IP Objects" means (i) all embodiments of the Relevant IP Rights, irrespective of the form or media; (ii) Intellectual Property Objects created by the Contractor during the course of his Engagement, or through the Contractor's employment or service to a Group Company; and (iii) any documentation and records relating thereto.
"Modify" includes to modify in any manner whatsoever, refine, improve, alter, adapt, use in parts, perfect, split, simplify, correct, make additions, amend, decompile, reverse-engineer, integrate, disintegrate, produce derivative works; and "Modification" shall be construed accordingly.
4.2. All Relevant IP Rights shall belong to the Company, and are hereby assigned to the Company (including by way of assignment of future rights). Without prejudice to the immediately preceding sentence, the Contractor by signing the Agreement irrevocably waives any rights to the Relevant IP Rights (including any that have been created in the past) and agrees that the Company shall be the sole owner of the Relevant IP Rights.
4.3. The Contractor shall execute all documents and do all things which are reasonably necessary or desirable for perfecting the assignment of the Relevant IP Rights assigned to the Company and for obtaining such protections in respect thereof (including by way of patent) as the Company considers necessary or desirable. In particular, if requested by the Company, the Contractor shall sign and provide to the Company: (a) transfer and acceptance acts and any other documents describing the Relevant IP Objects and Relevant IP Rights and evidencing their assignment to the Company; and (b) in case the assignment under the Agreement and/or the Cooperation Terms does not comply with any laws, regulations or practice in any relevant jurisdictions, additional agreements relating to such assignment that comply with such laws, regulations and practice. In case the Company gives the respective written directions to the Contractor under this paragraph, out of pocket expenses reasonably incurred by the Contractor in complying with such directions of the Company shall be reimbursed by the Company.
4.4. All Relevant IP Objects shall be the property of the Company, and the Contractor shall deliver the same to the Company.
4.5. The Contractor hereby irrevocably appoints the Company to be his attorney in his name and on his behalf (at the Company's expense) to sign or execute any document or do anything for the purpose of giving to the Company the full benefit of the provisions of this paragraph and, in favour of any third party, a certificate in writing signed by any director of the Company that any document or act falls within the authority conferred by this paragraph shall be conclusive evidence that that is the case.
4.6. The Contractor waives all moral rights and all similar and analogous rights in other territories (whether arising under Chapter IV of the Copyright Designs and Patents Act 1988 or otherwise) to the extent permissible under the relevant legislation in every relevant jurisdiction in the Relevant IP Objects.
4.7. Without prejudice to clause 2 (Confidentiality) of these Cooperation Terms, the Contractor shall keep all information relating to the Intellectual Property Rights of the Group confidential during the course of his engagement as an officer, employee or consultant of a Group Company and for a period of two (2) years from the termination thereof. Such Contractor shall not assign or otherwise make Relevant IP Rights available to third parties.
4.8. No Contractor will engage any third party in the creation of Relevant IP Rights or Relevant IP Objects where such engagement may result in the creation of third party rights to the Relevant IP Rights or Relevant IP Objects.
4.9. The Relevant IP Rights and Relevant IP Objects created by the Contractor shall not infringe any third parties' rights. In case of such infringement, such Contractor shall fully indemnify and hold harmless the Group from and against any such infringement.
4.10. Without limiting the generality of the foregoing, from the moment of creation of each Relevant IP Object (or, if such Relevant IP Object was created before the date of the Agreement, from the earliest moment in time allowed under applicable law), the Company shall have the following exclusive proprietary intellectual property rights with respect thereto:
(a) exclusive right to use each Relevant IP Object in any form and in any way, including the right to do the following:
full or partial reproduction of the Relevant IP Objects in any form or format, in any way, in any number of copies, using any and all media, in any material form or otherwise;
any public performance and any broadcasting of any and all Relevant IP Objects;
public demonstration and public display of the Relevant IP Objects, including but not limited, with advertising or informing purposes;
publication, launching, exposure, operating, making available of the Software and other Relevant IP Objects, in any form, by any method, to any number of persons, whether on any central or local units or otherwise, including under the Company's name, commercial name, firm name, and/or trademark, and including any repeated publication, launching, exposure and making available;
any translation of the Relevant IP Objects, any transcription thereof into another computer language;
the Modification of any Relevant IP Objects; creation of derivative works, independent Relevant IP Objects on the basis of the Relevant IP Objects;
integration of the Relevant IP Objects into any systems; inclusion of the Relevant IP Objects as integral parts into computer programs, computer games, online games, databases, interfaces, other forms readable by computer, to compilations, anthologies, encyclopaedias etc.;
distributing, offering, selling, transferring disposing, alienating, granting into property lease, lending the Relevant IP Objects, both for the first time and subsequently, and whether in exchange for payment or otherwise;
providing the Relevant IP Objects to the general public knowledge in any way; providing access to the Relevant IP Objects in any form (whether as source program, object program or otherwise) to an unlimited number of persons, including by way of net access, including Internet, and by other means;
import and export of copies of the Relevant IP Objects;
marketing of the Relevant IP Objects in any form and by any means, using the Relevant IP Objects in advertising, including without limitation through Internet, radio, television, in printed mass media and other mass media;
filing applications for registration and obtaining title documents (certificates, patents, etc.) in Ukraine and worldwide with respect to copyright, inventions, utility models, industrial designs, topographies of integrated circuits and other types of intellectual property objects based on the Relevant IP Objects and transfer of right to obtain any such title documents to the third party. The Contractor shall assist the Company in filing any and all such applications;
(b) the exclusive proprietary right to authorize or prohibit the use of the Relevant IP Objects by other persons;
(c) the exclusive right to prevent illegal use of the Relevant IP Objects, including the prohibition of any such use;
(d) any and all other proprietary rights to the Relevant IP Objects.
4.11. The exclusive proprietary rights of the Company to the Relevant IP Objects shall extend to the territory of all countries of the world with no restriction. Such rights shall belong to the Company for the whole period of validity of such rights.
4.12. The Company shall have the right to transfer any and all of its rights under the Agreement and/or the Cooperation Terms to third parties, including the Relevant IP Rights and the exclusive proprietary intellectual property rights to the Relevant IP Objects, in full and/or in part at the sole discretion of the Company and without the need for any consent of the Contractor.
4.13. The Contractor hereby irrevocably allows the Company not to indicate the Contractor's name on the Relevant IP Objects and their samples.
4.14. The Contractor hereby grants the Company with the right to Modify the Relevant IP Objects from time to time, or to have third parties carry out any such Modifications, in each case, without the need for any further or separate approval or consent of the Contractor. The Contractor agrees that no such Modification shall be deemed to violate any of the Contractor's rights, including any right to the integrity of the Relevant IP Objects.
4.15 The Parties agreed that the remuneration to the Contractor for the Relevant IP Rights and the Relevant IP Objects (the "IP Remuneration") shall be included in the amount of the Fees. The IP Remuneration need not: (a) be paid by separate payments or otherwise separated from the amount of the Fees; or (b) be expressly designated as remuneration for Relevant IP Rights and the Relevant IP Objects in the details of the payment or otherwise.
4.16. Without prejudice to the immediately preceding clause, to the extent that an applicable mandatory rule of the law requires the amount of IP Remuneration to be expressly determined, such remuneration shall, for the purposes of that rule only, be deemed to be the higher of:
(a) the minimum amount of such remuneration required by any mandatory rules of applicable law (if any);
(b) the aggregate amount of USD 100 (one hundred U.S. dollars); or
(c) if the immediately following clause 4.17 applies, the amounts determined pursuant to that clause.
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.
10. WAIVER
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. SEVERABILITY
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. COUNTERPARTS
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.
19. LANGUAGE
The Cooperation Terms have been set forth in English and Ukrainian. In the event of any inconsistencies, the English language version shall prevail.
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.
10. WAIVER
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. SEVERABILITY
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. COUNTERPARTS
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.
19. LANGUAGE
The Cooperation Terms have been set forth in English and Ukrainian. In the event of any inconsistencies, the English language version shall prevail.
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