1. DEFINITIONS
1.1 In this Agreement:
"Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity.
"Business Day" means a day other than a Saturday, Sunday or bank or public holiday in Northern Ireland.
"Control" means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and Controls and Controlled shall be interpreted accordingly.
"Intellectual Property Rights" means copyright, patents, rights in inventions, rights to use and protect the confidentiality of confidential information (including but not limited to, Know-how and trade secrets), trade marks, geographical indications, service marks, trade names, design rights, rights in get-up and trade dress, database rights, databases, rights in data, approvals, utility models, domain names, business names, rights in computer software, semi-conductor chip topography rights, mask works, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature wherever in the world arising, and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing.
"Know-how" means inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, the results and procedures for experiments and tests, reports, component lists, manuals, instructions, designs, sketches, drawings, information relating to customers and suppliers (whether written or in any other form and whether confidential or not) and analysis and interpretations of information which is in the public domain.
"Losses" means all damages, liabilities, demands, costs, expenses including all legal and other professional fees, cost and expenses, claims, actions and proceedings (including all consequential, direct, indirect, special or incidental loss or punitive damages or loss, fines, penalties, interest and loss of profit or any other form of economic loss (including loss of reputation)).
"Main Contract" means the contract entered into between the Contractor and the Customer and incorporating further terms and conditions by reference.
"Results" means any Intellectual Property Rights generated by either party for the purposes of undertaking the Sub-Contract Work or the Work.
"Sub-Contract Work" means that part of the Work to be sub-contracted by the Contractor to the Sub-Contractor, and to be performed by the Sub-Contractor pursuant to the terms and conditions of this Agreement.
"Term" has the meaning given in clause 3.1.
"VAT" means value added tax, as defined by the Value Added Tax Act 1994.
"Work" means the work to be provided by the Contractor to the Customer pursuant to the terms and conditions of the Main Contract.
1.2 INTERPRETATION
In this Agreement:
1.2.1 a reference to this Agreement includes its schedules, appendices and annexes (if any);
1.2.2 the table of contents, background section and any clause, schedule or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement;
1.2.3 a reference to a 'party' includes that party's personal representatives, successors and permitted assigns;
1.2.4 a reference to a 'person' includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns;
1.2.5 a reference to a 'company' includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.6 a reference to a gender includes any other gender and the gender neutral;
1.2.7 words in the singular include the plural and vice versa;
1.2.8 any words that follow 'include', 'includes', 'including', 'in particular' or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.9 a reference to legislation includes all subordinate legislation made and in force from time to time under that legislation or which amends such legislation; and
1.2.10 a reference to any action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than Northern Ireland, be deemed to include a reference to that which most nearly approximates to the Northern Irish equivalent in that jurisdiction.
2. THE SUB-CONTRACTOR'S OBLIGATIONS
2.1 During the Term, the Sub-Contractor shall:
2.1.1 perform the Sub-Contract Work in accordance with the terms of this Agreement and of the Main Contract;
2.1.2 collaborate with, and act in accordance with the instructions of, the Contractor;
2.1.3 co-operate with the Contractor in all matters arising under this Agreement or otherwise relating to the performance of the Sub-Contract Work;
2.1.4 provide all information, documents, materials, data or other items necessary for the provision of the Sub-Contract Work to the Contractor in a timely manner;
2.1.5 inform the Contractor in a timely manner of any matters (including any health, safety or security requirements) which may affect the provision of the Sub-Contract Work;
2.1.6 ensure that all tools, equipment, materials or other items used in the provision of the Sub-Contract Work are suitable for the performance of the same, in good condition and in good working order; and
2.1.7 obtain and maintain all necessary licences, permits and consents required to enable it to perform the Sub-Contract Work and otherwise comply with its obligations under this Agreement.
2.2 The Sub-Contractor agrees to be bound by, and comply with, all the terms of the Main Contract which do not apply exclusively to the Contractor so that the Contractor is able to comply with its obligations to the Customer under the Main Contract in full and in a timely manner.
2.3 Time of performance shall be of the essence. If the Sub-Contractor fails to comply with the provisions of clause 2.1.3, then the Contractor may:
2.3.1 refuse to accept any subsequent attempts to perform the Sub-Contract Work (or part thereof) and terminate this Agreement immediately by written notice to the Sub-Contractor;
2.3.2 procure work similar to the Sub-Contract Work from an alternative supplier; and
2.3.3 recover from the Sub-Contractor all losses, damages, costs and expenses incurred by the Contractor arising from the Sub-Contractor's default.
3. WARRANTIES
3.1 Each party represents and warrants that it has the right, power and authority to enter into this Agreement and grant to the other party the rights (if any) contemplated in this Agreement.
4. PAYMENT
4.1 If the Customer:
4.1.1 refuses to pay the Contractor for any of the Sub-Contract Work undertaken by the Sub-Contractor under this Agreement;
4.1.2 claims money back from the Contractor in respect of any of the Sub-Contract Work; and/or
4.1.3 requires that any or all of the Sub-Contract Work undertaken by the Sub-Contractor be performed again to such a standard as it may reasonably require under the Main Contract,
the Sub-Contractor shall indemnify and keep indemnified the Contractor from any and all Losses suffered or incurred by it.
5. PROGRESS AND COLLABORATION
5.1 The Sub-Contractor and the Contractor shall collaborate to produce reports on the progress of the Sub-Contract Work and the Sub-Contractor and the Contractor shall arrange and attend regular meetings to monitor the progress of the Sub-Contract Work.
5.2 The Sub-Contractor shall collaborate (including attending meetings) and co-operate with the Contractor and the Customer.
6. CONFIDENTIAL INFORMATION
6.1 Each party undertakes that it shall keep any information that is confidential in nature concerning the other party and its Affiliates including, any details of its business, affairs, customers, clients, suppliers, plans or strategy ("Confidential Information") confidential and that it shall not use or disclose the other party's Confidential Information to any person, except as permitted by clause 6.2.
6.2 A party may:
6.2.1 disclose any Confidential Information to any of its employees, officers, representatives or advisers ("Representatives") who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that such party must ensure that each of its Representatives to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause as if it were a party;
6.2.2 disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and
6.2.3 use Confidential Information only to perform any obligations under this Agreement.
6.3 Each party recognises that any breach or threatened breach of this clause 6 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the parties agree that the non-defaulting party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
6.4 This clause 6 shall bind the parties during the Term and for a period of five years following termination of this Agreement.
7. OWNERSHIP OF INTELLECTUAL PROPERTY
7.1 Nothing in this Agreement shall affect the ownership of Intellectual Property Rights owned by either party and existing prior to this Agreement or generated outside the Work or Sub-Contract Work and which the respective party agrees to make available to the other in the course of the Work or Sub-Contract Work ("Background IPR").
7.2 If one party makes any of its Intellectual Property Rights available to the other party in the course of the Sub-Contract Work, the party receiving such Background IPR shall treat it as Confidential Information disclosed under clause 6.1 above, and shall not disclose it to a third party nor use it for any purposes other than that for which it was made available to that party. Each party agrees to make any Background IPR which is relevant to the Sub-Contract Work available to the other solely for the purposes of undertaking the Sub-Contract Work and the Work.
7.3 The Results shall be owned by the Contractor. For the avoidance of doubt, the ownership of the Results as described in this clause 7.3 shall apply whether the Results have been made by any one of the Contractor and Sub-Contractor or by the two parties jointly. The provisions of this clause 7.3 shall be subject to the provisions of the Main Contract.
8. LIMITATION OF LIABILITY
8.1 The extent of the parties' liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 8.
8.2 The parties agree that the limitations and exclusions in this clause 8 are reasonable given each party's respective commercial positions and their ability to obtain insurance in respect of the risks arising under or in connection with this Agreement.
8.3 Subject to clauses 8.6 and 8.8, the liability of:
8.3.1 the Sub-Contractor to the Contractor is specified in the Memorandum of Agreement, and
8.3.2 the Contractor to the Sub-Contractor is specified in the Memorandum of Agreement.
8.4 Subject to clauses 8.6 and 8.8, neither party shall be liable for any consequential, indirect or special loss.
8.5 Subject to clauses 8.6 and 8.8, neither party shall be liable for any of the following (whether direct or indirect):
8.5.1 loss of profit;
8.5.2 loss of revenue;
8.5.3 loss of use;
8.5.4 loss of production;
8.5.5 loss of contract;
8.5.6 loss of commercial opportunity;
8.5.7 loss of savings, discount or rebate (whether actual or anticipated);
8.5.8 harm to reputation or loss of goodwill; and
8.5.9 loss of business.
8.6 The limitations and exclusions of liability set out in clauses 8.3 to 8.5 shall not apply in respect of any indemnities given by either party under this Agreement and any amounts recovered as indemnities will be excluded in calculating liability under clauses 8.3.1 and 8.3.2.
8.7 Except as expressly stated in this Agreement, and subject to clause 8.8, all warranties, terms and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
8.8 Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited or excluded in any way in respect of the following:
8.8.1 death or personal injury caused by negligence;
8.8.2 fraud or fraudulent misrepresentation;
8.8.3 breach of any obligation as to title implied by:
8.8.3.1 section 12 of the Sale of Goods Act 1979; or
8.8.3.2 section 2 of the Supply of Goods and Services Act 1982;
8.8.3.3 section 8 of the Supply of Goods (Implied Terms) Act 1973;
8.8.4 liability for defective products under section 5 of the Consumer Protection (Northern Ireland) Order 1987;
8.8.5 any other liability which cannot be excluded or limited by applicable law.
9. TERMINATION
9.1 This Agreement may be terminated by either party giving a minimum of one months' notice in writing to the other party.
9.2 Either party may terminate this Agreement at any time by giving notice in writing to the other party if:
9.2.1 the other party commits a material breach of this Agreement and such breach is not remediable;
9.2.2 the other party commits a material breach of this Agreement which is not remedied within 14 days of receiving written notice of such breach;
9.2.3 the other party has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid within 30 days after the other party has received notification that the payment is overdue; or
9.2.4 any consent, licence or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under this Agreement or receive any benefit to which it is entitled.
9.3 Either party may terminate this Agreement at any time by giving notice in writing to the other party if that other party:
9.3.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
9.3.2 is unable to pay its debts either within the meaning of section 103 of the Insolvency (Northern Ireland) Order 1989 or if the non-defaulting party reasonably believes that to be the case;
9.3.3 becomes subject to a moratorium under Part A1 of the Insolvency (Northern Ireland) Order 1989;
9.3.4 becomes the subject of a company voluntary arrangement under the Insolvency (Northern Ireland) Order 1989;
9.3.5 becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;
9.3.6 becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;
9.3.7 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
9.3.8 has a resolution passed for its winding up;
9.3.9 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
9.3.10 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
9.3.11 has a freezing order made against it;
9.3.12 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;
9.3.13 is subject to any events or circumstances analogous to those in clauses 9.3.1 to 9.3.12 in any jurisdiction; or
9.3.14 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 9.3.1 to 9.3.13 including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.
9.4 The right of a party to terminate the Agreement pursuant to clause 9.3 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to this Agreement.
9.5 If a party becomes aware that any event has occurred, or circumstances exist, which may entitle the other party to terminate this Agreement under this clause 9, it shall immediately notify the other party in writing.
9.6 Termination or expiry of this Agreement will not affect any accrued rights and liabilities of either party at any time up to the date of termination.
9.7 This Agreement shall terminate immediately if the Main Contract is terminated by the Customer for any reason or any payment due from the Customer to the Main Contractor is not made under the Main Contract.
10. INSURANCE
10.1 The Sub-Contractor undertakes to maintain at its own cost an insurance policy to cover full liability in respect of any act, omission or default for which it may become liable in undertaking the Sub-Contract Work to indemnify the Contractor under the terms of this Agreement.
11. RESTRICTIONS ON THE SUBCONTRACTOR
11.1 In this clause, the following words and expressions shall have the following meanings:
"Restricted Business" means any business that is or would be in competition with any part of the business of the Contractor as it is being carried on at the Date.
"Restricted Customer" means any person who is at the Date or during the Term a client or customer of, or in the habit of dealing with, the Contractor.
"Restricted Person" means any person who is at the Date or during the Term, employed or directly or indirectly engaged by the Contractor in an executive, managerial, sales or technical role.
11.2 The Subcontractor undertakes not to:
11.2.1 at any time during the Term:
11.2.1.1 canvass, solicit or otherwise seek the custom of any Restricted Customer with a view to providing goods or services to them in competition with the Contractor; or
11.2.1.2 induce or attempt to induce a Restricted Customer to cease or refrain from conducting business with, or to reduce the amount of business conducted with, or to vary adversely the terms upon which it conducts business with, the Contractor, or do any other thing which is reasonably likely to have such an effect;
11.2.2 at any time during the Term have any business dealings with a Restricted Customer in connection with the provision of goods or services to them in competition with the business of the Contractor;
11.2.3 at any time during the Term have any business dealings with, or solicit, entice or attempt to entice away, any person who is at the Date or during the Term, a supplier of goods or services to the Contractor, if such dealings, solicitation or enticement causes or is reasonably likely to cause such supplier to cease supplying, or to reduce its supply of goods or services to, the Contractor, or to vary adversely the terms upon which it conducts business with the Contractor;
11.2.4 at any time during the Term and 6 months after the Term, offer employment to, enter into a contract for the services of, or otherwise entice or attempt to entice away from the Company, any Restricted Person; or procure or facilitate the making of any such offer or attempt by any other person; or
11.2.5 at any time during the Term, do or say anything which may be harmful to the reputation of the Contractor.
12. AUDITS AND INVESTIGATIONS
12.1 The Sub-Contractor shall allow the Contractor and/or its agents to access, inspect and audit the Sub-Contractor's records, accounts and other relevant information and premises (including allowing copying of documents):
12.1.1 during normal business hours on Business Days and subject to a minimum of seven Business Days' notice; and
12.1.2 not more often than two times in any rolling 12-month period;
to the extent this is reasonably required for the purpose of verifying the Sub-Contractor's compliance with its obligations under this Agreement. Where such access, inspection or audit is required by an official government regulator, the Sub-Contractor shall allow such inspection or audit at any time and there shall not be a limit to the number of such inspections or audits that can be undertaken.
12.2 The Contractor shall pay the auditor's reasonable costs and otherwise bear its own costs in connection with the audit or inspection, unless the records show that the Contractor has been overcharged by two percentage points or more or the Sub-Contractor is in material breach of this Agreement, in which case the Sub-Contractor shall pay:
12.2.1 the costs of the auditor and the Contractor's other reasonable costs in connection with the audit or inspection; and
12.2.2 any amount by which the Contractor has been overcharged and applicable interest calculated in accordance with this Agreement within 14 days of the Contractor's written request.
12.3 When conducting audits, the Contractor shall comply with the Sub-Contractor's reasonable directions in order to minimise disruption to the Sub-Contractor's business and to safeguard the confidentiality of the Sub-Contractor's other Confidential Information.
13. DISPUTE RESOLUTION
13.1 Any dispute arising between the parties out of or in connection with this Agreement shall be dealt with in accordance with the provisions of this clause 13.
13.2 The dispute resolution process may be initiated at any time by either party giving a notice in writing on the other party that a dispute has arisen (a "Dispute Notice"). The Dispute Notice must include reasonable information as to the nature of the dispute. Clause 17 of this Agreement applies to the giving of notices in respect of the dispute resolution process set out in clauses 13.2 and 13.3.
13.3 The parties shall use reasonable endeavours to reach a negotiated resolution through the following procedures:
13.3.1 within seven days of deemed receipt of the Dispute Notice, the contract managers of the parties shall meet to discuss the dispute and attempt to resolve it; and
13.3.2 if the dispute has not been resolved within seven days of the first meeting of the contract managers, then the matter shall be referred to the chief executives (or persons of equivalent seniority). The chief executives (or equivalent) shall meet within seven days to discuss the dispute and attempt to resolve it.
13.4 The specific format for the resolution of the dispute under clauses 13.3.1 and, if necessary, 13.3.2 shall be left to the reasonable discretion of the parties, but may include the preparation and submission of statements of fact or of position.
13.5 If the dispute has not been resolved within 14 days of the first meeting of the chief executives (or equivalent) under clause 13.3.2, then the matter shall be referred to mediation in accordance with the rules of Engineers Ireland.
13.6 Unless the parties have failed to resolve the dispute within 90 days of the referral in clause 13.3.2, neither party shall commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.
14. FORCE MAJEURE
14.1 In this clause, "Force Majeure" means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under this Agreement. Inability to pay is not Force Majeure.
14.2 Where a Force Majeure occurs, or is reasonably likely to occur, a party shall not be liable to the extent that it is delayed in or prevented from performing its obligations under this Agreement due to Force Majeure, provided that the affected party:
14.2.1 promptly notifies the other of the Force Majeure event and its expected duration;
14.2.2 uses reasonable endeavours to minimise the effects of the event of Force Majeure; and
14.2.3 keeps the other party informed of the status of the event and its impact on the performance of the Agreement.
14.3 If, due to Force Majeure, a party:
14.3.1 is or is likely to be unable to perform a material obligation; or
14.3.2 is or is likely to be delayed in or prevented from performing its obligations for a period of more than 5 Business Days,
the other party may terminate this Agreement on not less than four weeks' written notice.
15. CONFLICTS WITHIN AGREEMENT
15.1 If there is a conflict or inconsistency between different parts of this Agreement, the following descending order of priority applies:
15.1.1 the terms and conditions in the Memorandum of this Agreement to include any Special Conditions;
15.1.2 the terms and conditions in the main body of this Agreement.
15.2 Subject to the above order of priority between documents, later versions of documents incorporated into the final executed Agreement shall prevail over earlier ones if there is any conflict or inconsistency between them.
16. ENTIRE AGREEMENT
16.1 These terms and the Memorandum of Agreement constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
16.2 Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation (including a misrepresentation), warranty, assurance, undertaking or covenant that is not expressly set out in this Agreement.
16.3 Nothing in this Agreement purports to limit or exclude any liability for fraud.
17. NOTICES
17.1 Any notice given by a party under this Agreement shall:
17.1.1 be in writing and in English;
17.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and
17.1.3 be sent to the relevant party at the address set out in clause 17.3.
17.2 Notices may be given, and are deemed received:
17.2.1 by hand: on receipt of a signature at the time of delivery;
17.2.2 by first-class post five Business Days after posting;
17.2.3 by email 24 hours from sending provided no automatically generated out of office, bounce-back, message failure or similar notification has been received by the sender.
17.3 Except in respect of any Dispute Notice, this clause 17 does not apply to notices given in legal proceedings, arbitration or other dispute resolution proceedings.
17.4 All references to time are to the local time at the place of deemed receipt.
18. ANNOUNCEMENTS
18.1 Subject to clause 18.2, no announcement or other public disclosure concerning this Agreement or any of the matters contained in it shall be made by, or on behalf of, the Sub-Contractor without the prior written consent of the Contractor (such consent not to be unreasonably withheld or delayed).
18.2 If a party is required to make an announcement or other public disclosure concerning this Agreement or any of the matters contained in it by law, any court, any governmental, regulatory or supervisory authority (including without limitation any recognised investment exchange) or any other authority of competent jurisdiction, it may do so. Such a party shall:
18.2.1 notify the other party as soon as is reasonably practicable upon becoming aware of such requirement to the extent it is permitted to do so by law, by the court or by the authority requiring the relevant announcement or public disclosure;
18.2.2 make the relevant announcement or public disclosure after consultation with the other party so far as is reasonably practicable; and
18.2.3 make the relevant announcement or public disclosure after taking into account all reasonable requirements of the other party as to its form and content and the manner of its release, so far as is reasonably practicable.
19. FURTHER ASSURANCE
19.1 Each of the parties shall, at its own cost and expense, use its reasonable endeavours to perform all acts, and sign, execute and deliver all deeds and documents, as may be reasonably required for the purpose of giving full effect to this Agreement and shall use its reasonable endeavours to procure that necessary third parties shall also do so.
20. VARIATION
20.1 No variation or novation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed (as the case may be) by, or on behalf of, each party.
21. ASSIGNMENT
21.1 The Sub-Contractor may not assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without the Contractor's prior written consent (such consent not to be unreasonably withheld or delayed).
22. SET OFF
22.1 Except as expressly set out in this Agreement, each party shall pay all sums that it owes to the other party under this Agreement free and clear without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
23. NO PARTNERSHIP OR AGENCY
23.1 The parties are independent businesses and are not partners, principal and agent or employer and employee and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf.
24. EQUITABLE RELIEF
24.1 The Sub-Contractor recognises that any breach or threatened breach of this Agreement may cause the Contractor irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to it, the Sub-Contractor acknowledges and agrees that the Contractor shall be entitled to seek the remedies of specific performance, injunction and other equitable relief without proof of special damages.
25. SEVERANCE
25.1 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision (or remaining part provision) of this Agreement shall not be affected.
25.2 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
26. WAIVER
26.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
26.2 No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
26.3 A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
27. COMPLIANCE WITH LAW
27.1 Each party shall comply, and shall ensure that in the performance of its duties under this Agreement, its employees, agents and representatives shall comply, (at its own expense unless expressly agreed otherwise) with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain the same throughout the Term of this Agreement provided that neither party shall be liable for any breach of this clause 27 to the extent that such breach is directly caused or contributed to by any breach of this Agreement by the other party (or its employees, agents and representatives).
28. THIRD PARTY RIGHTS
28.1 No one other than a party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
29. GOVERNING LAW
29.1 This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of Northern Ireland.
30. JURISDICTION
30.1 The parties irrevocably agree that the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).