LEADDEV STANDARD COMMERCIAL TERMS (v 1.0)
1 INTERPRETATION
The following definitions and rules of interpretation apply in this Agreement.
1.1 Definitions
| Agreement | the agreement between LeadDev and the Sponsor for the grant of Sponsorship Rights, governed by these Standard Terms and any applicable Order Form. |
| Business Day | a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business |
| Code of Conduct | any specifications, guidelines, policies or codes of conduct drawn up by LeadDev which LeadDev may provide to the Sponsor and may amend from time to time. |
| Commercial Rights | any and all rights of a commercial nature connected with an Event or Content Partnership, including image rights, broadcasting rights, new media rights, endorsement and official supplier rights, sponsorship rights, merchandising rights, licensing rights, advertising rights and hospitality rights. |
| Company Logos | the logos set out in the Schedule, and each being a Company Logo. |
| Event | the event specified on the Order Form, which may be either published on the Site as a virtual Event (as part of a Content Partnership) or hosted at a physical Venue. |
| Content Partnership | the package of digital content, as specified on the Order Form, which may comprise virtual Events and/or Content Pieces, to be published on the Site. |
| Content Piece | a written piece of content as specified on the Order Form. |
| Fee | has the meaning given in clause 5. |
| Force Majeure Event | has the meaning given in clause 16. |
| Insolvency Event | a manager, receiver or administrative receiver being appointed in respect of a party or any property of a party, or an administration order being made in respect of a party or any property of the party, or a party entering into a voluntary arrangement or other composition or arrangement with its creditors or an order being made or an effective resolution passed for the winding up of a member otherwise than for purposes of reconstruction or amalgamation or a petition for winding up being presented. |
| Intellectual Property Rights | patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. |
| LeadDev | White October Events Ltd (company number 08612966) whose registered office is at The Old Bank, Beaufort Street, Crickhowell, Wales, NP8 1AD. |
| Material Breach | (i) in relation to both parties, any breach of the Bribery Act 2010;(ii) in relation only to the Sponsor, any failure to make payments in accordance with these terms and in the context of LeadDev, any complete failure to perform its obligations which leads to a Content Partnership not being published (in whole or in part) or an Event not taking place except where the failure arises from a Force Majeure Event or as a result of the Sponsor failing to pay any relevant Fees in accordance with this Agreement. |
| Order Form | an order form setting out the details of the Sponsorship Rights granted to the Sponsor and other related matters. |
| Publication Date | If applicable, the date on which a Content Piece is published on the SIte. |
| Site | https://leaddev.com |
| Sponsor | the sponsor of an Event and/or Content Piece named on an Order Form. |
| Sponsor Materials | any advertising or promotional materials or products produced by or on behalf of the Sponsor which associate the Sponsor or the Sponsor’s products or services with LeadDev, the Site, an Event and/or Content Piece, or which incorporate a Company Logo. |
| Term | has the meaning given in clause 3. |
| Venue | if applicable, the physical venue of an Event as shall be determined by LeadDev and notified to the Sponsor on reasonable written notice prior to the date of an Event. |
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.
1.4 In the event and to the extent only of any conflict between these terms and an Order Form, the Order Form shall prevail.
1.5 This Agreement shall be binding on, and inure to the benefit of, the parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
1.6 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.9 A reference to writing or written includes e-mail.
1.10 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.11 A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time.
1.12 References to clauses and Schedules are to the clauses and Schedules of this Agreement.
1.13 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2 ORDER FORM
2.1 The Sponsor may procure Sponsorship Rights by agreeing an Order Form with LeadDev.
3 TERM
This Agreement shall commence on the date specified on the applicable Order Form and shall continue, unless terminated earlier in accordance with clause 13, until the end of the last day of the applicable Event and/or Content Piece (Term).
4 SPONSORSHIP RIGHTS
4.1 In consideration for payment of the Fee, LeadDev grants and the Sponsor accepts the rights and entitlements set out in the Order Form during the Term and in accordance with the terms and conditions set out in this Agreement (Sponsorship Rights).
4.2 LeadDev shall provide the Sponsorship Rights from the date specified in the relevant Order Form.
4.3 Notwithstanding the Sponsorship Rights being granted hereunder, LeadDev shall retain final say regarding all content created for the Content Partnership.
5 FEE
In consideration of the Sponsorship Rights granted to the Sponsor, the Sponsor shall pay LeadDev a fee as set out in the Order Form (Fee). The Fee shall be payable in full within 14 days of the date of LeadDev’s invoice. The Fee is exclusive of VAT
6 SPONSOR OBLIGATIONS
6.1 The Sponsor undertakes to LeadDev:
6.1.1 to exercise the Sponsorship Rights strictly in accordance with the terms of this Agreement. For the avoidance of doubt, the Sponsor shall not be entitled to use or exploit any of the Commercial Rights (other than the Sponsorship Rights) in any way;
6.1.2 that it shall only use Company Logos, or any part of them or anything confusingly similar to them, in such manner as is permitted under the terms of this Agreement or as has been previously approved in writing by LeadDev, and that it shall not apply for registration of any part of any Company Logo or anything confusingly similar to any Company Logo as a trade mark for any goods or services;
6.1.3 at LeadDev’s election in each case, to promptly submit to LeadDev for its prior written approval, not to be unreasonably withheld or delayed, pre-production samples (or at LeadDev’s election digital copies in accessible format) of all the Sponsor Materials (where such Sponsor Materials incorporate a Company Logo), before their distribution, production or sale;
6.1.4 to ensure that the manufacture, packaging, distribution, advertising and sale of all Sponsor Materials shall comply with all applicable laws and the Code of Conduct;
6.1.5 immediately at the written request of LeadDev, acting reasonably, and at Sponsor’s sole cost, to withdraw from circulation any Sponsor Materials which do not comply with clause 6.1.4;
6.1.6 to comply with all applicable laws relevant to the exercise of its rights and the performance of its obligations under this Agreement;
6.1.7 to provide to LeadDev, at the Sponsor’s sole cost and expense, all suitable material in a format and within publication/ print deadlines reasonably specified by LeadDev for it to be reproduced under the control of LeadDev for the fulfilment of the Sponsorship Rights;
6.1.8 not to do or permit anything to be done which might adversely affect any of the Commercial Rights or the value of the Commercial Rights; and
6.1.9 to provide all reasonable assistance to LeadDev in relation to LeadDev’s exploitation of the Commercial Rights.
6.2 The Sponsor has no right to sub-license, assign or otherwise dispose of any of the Sponsorship Rights, without LeadDev’s prior written consent.
6.3 The Sponsor shall not engage in joint promotions with any third party in relation to a Content Partnership, Event or Content Piece without LeadDev’s prior written consent.
7 LEADDEV OBLIGATIONS
7.1 LeadDev shall deliver, organise and stage, or if applicable, procure the delivery, organisation and staging of Events and Content Pieces at its sole cost and expense in accordance with the terms of this Agreement.
7.2 LeadDev confirms that it shall be responsible for (as applicable):
7.2.1 for Events held at physical venues, arranging the attendance of and payment for all stewards, staff and personnel on public duty employed, engaged or appointed by LeadDev throughout the Event;
7.2.2 arranging and sourcing any required content and/or contributors for the Content Partnership, as shall be discussed with the Sponsor prior to the Publication Date or hosting date of the Event or Content Piece; and
7.2.3 any promotion of any part or parts of a Content Partnership, Event or Content Piece that is deemed necessary, in LeadDev’s sole discretion, which may include the printing and supply of flysheets, posters, programmes, admission tickets, stationery, publicity material and/or digital advertisements or (print and digital) in local and national media.
7.3 LeadDev shall use its reasonable endeavours to procure that all relevant Sponsor signage, links and advertising to be delivered as part of the Sponsorship Rights are properly in place and operational.
7.4 LeadDev shall notify the Sponsor of the intended publication date of each Content Piece. LeadDev shall use reasonable endeavours to adhere to such dates following notification to the Sponsor, however LeadDev shall have the right to amend the date of publication of any Content Piece for any reason, providing that LeadDev notifies the Sponsor of such change along with the amended publication date of the Content Piece.
7.5 LeadDev shall comply with all applicable laws relevant to its performance of this Agreement as well as any conditions attached to any licences or consents issued in connection with an Event or Content Piece.
8 WARRANTIES
8.1 Each party warrants to the other that:
8.1.1 it has full authority to enter into this Agreement and it has and will maintain throughout the Term, all necessary powers, authority and consents to enter into and fully perform its obligations under this Agreement;
8.1.2 it has and will maintain throughout the Term, all necessary powers, authority and consents to enter into and fully perform its obligations under this Agreement; and
8.1.3 it shall at all times comply with all applicable laws, statutes, regulations and codes relating to data protection, anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
8.2 The Sponsor warrants and undertakes to LeadDev that:
8.2.1 it shall not use any trade mark, logo or symbol of any third party sponsor or partner otherwise than in accordance with the provisions of this Agreement and shall notify LeadDev of any unauthorised use of any such trade marks, logos or symbols;
8.2.2 it shall not exercise the Sponsorship Rights in any way or manner which is, or may be reasonably construed by LeadDev as, prejudicial or damaging to the image or interests of the Content Partnership, Event or Content Piece, LeadDev or any third party sponsor or partner;
8.2.3 it shall ensure that none of its directors in their official capacity nor any other employees, agents, sub-contractors or other staff employed on this sponsorship project do or say anything which is, or may be reasonably construed by LeadDev as, prejudicial or damaging to the image or interests of the Content Partnership, Event or Content Piece, LeadDev or any other third party sponsor or partner.
9 INDEMNITIES
9.1 The Sponsor shall indemnify LeadDev against all liabilities, costs, expenses, damages and losses (including but limited to any interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by LeadDev arising out of or in connection with any claim made against LeadDev by a third party arising out of or in connection with the manufacture, production, distribution, handling, advertising, consumption or use of, or otherwise relating to, the Sponsor Materials, whether or not any claim arises during the Term. For the avoidance of doubt, any approval by LeadDev of Sponsor Materials (relating to use of Company Logos or otherwise) shall not affect this right of indemnification.
9.2 The indemnities in clause 9.1 shall not cover LeadDev to the extent that a claim under it results from LeadDev’s negligence or wilful misconduct.
9.3 LeadDev shall indemnify the Sponsor against any damages (including reasonable legal costs) which may be awarded by a court of competent jurisdiction against the Sponsor in respect of a claim made against the Sponsor by a third party arising out of or in connection with the use of Company Logos whether or not any claim arises during the Term.
9.4 The indemnities in clause 9.3 shall not cover the Sponsor to the extent that a claim under it results from the Sponsor’s negligence or wilful misconduct.
9.5 The indemnities in this clause shall be subject to the indemnifying party not making any admission relating to the claim or attempting to settle it without the prior written agreement of the indemnifying party.
10 LIMITATION OF LIABILITY
10.1 Nothing in this Agreement shall limit or exclude a party’s liability for death or personal injury (caused by its negligence, or the negligence of its employees, agents or subcontractors), fraud or fraudulent misrepresentation, any other liability which cannot be limited or excluded by applicable law, or under the indemnities set out in clause 9.
10.2 Subject to clause 10.1, under no circumstances shall a party be liable to the other, whether in contract, tort (including negligence) or otherwise, for any loss of revenue or anticipated revenue, loss of savings or anticipated savings, loss of business opportunity, loss of profits or anticipated profits, wasted expenditure, or any indirect or consequential losses.
10.3 Subject to clause 10.1, LeadDev’s maximum aggregate liability in contract, tort (including negligence) or otherwise, howsoever arising, under or in connection with this Agreement shall be limited to the Fee paid under or pursuant to this Agreement.
11 INTELLECTUAL PROPERTY RIGHTS
11.1 LeadDev grants and Sponsor accepts a worldwide, sub-licensable, non-exclusive, royalty free licence to use Company Logos to the extent necessary during the Term:
11.1.1 for the delivery of the Sponsorship Rights and/or the Sponsor Materials; and
11.1.2 to promote and exploit the Content Partnership, Event and Content Piece in any media whether now known or yet to be invented (including on a website or mobile-device application) including by use on promotional material and merchandising.
11.2 The Sponsor hereby acknowledges that all rights in Company Logos shall be the exclusive property of LeadDev, and, save as expressly provided in clause 11.1, Sponsor shall not acquire any rights in Company Logos or any developments or variations of them.
11.3 All Intellectual Property Rights in and to any materials produced for an Event or Content Piece by or on behalf of LeadDev or jointly by LeadDev and the Sponsor shall be the exclusive property of LeadDev and if the Sponsor acquires, by operation of law, title to any such Intellectual Property Rights it shall assign them to LeadDev upon request, whenever that request is made.
11.4 Without prejudice to clause 11.3, the Sponsor grants and Company accepts a worldwide, sub-licensable, non-exclusive, royalty free licence to use the Sponsor’s Intellectual Property Rights as they appear in context at the Event or in the Content Piece:
11.4.1 during the Term to promote and exploit the Event or Content Piece and
11.4.2 in perpetuity to promote future iterations of the Event and in LeadDev’s professional publicity;
in any media whether now known or yet to be invented (including on a website or mobile-device application) including by use on promotional material and merchandising.
12 INSURANCE
12.1 Each party confirms to the other that it will take out a comprehensive insurance policy with a reputable insurer to cover the relevant Event or Content Piece, including adequate public liability insurance and employer’s liability insurance, and each party agrees to provide copies of such policy upon reasonable request of the other party.
13 TERMINATION
13.1 Without affecting any other right or remedy available to it, LeadDev may terminate this Agreement with immediate effect upon written notice to the Sponsor in the event that:
13.1.1 the Sponsor undergoes any change of control (within the meaning of section 1124 of the Corporation Tax Act 2010) or there is a change of control in the ultimate parent company of the Sponsor;
13.1.2 LeadDev becomes aware that the Sponsor is engaging in any activity which, in the reasonable opinion of LeadDev, shall or is likely to bring LeadDev into disrepute;
13.1.3 any warranty given by the Sponsor in clause 8 is found to be untrue or misleading; or
13.1.4 in the sole and reasonable opinion of LeadDev, an official policy of the Sponsor contravenes or conflicts with the Code of Conduct.
13.2 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect upon written notice to the other party in the event that:
13.2.1 the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 5 days after being notified in writing to make such payment;
13.2.2 the other party commits a Material Breach this Agreement which is irremediable or (if is remediable) fails to remedy it within a period of 30 days after being notified in writing to do so, provided that such Material Breach occurs more than 15 days before either the relevant Publication Date or start date of the Event or Content Piece;
13.2.3 the other party commits a Material Breach of this Agreement which is irremediable or (if is remediable) fails to remedy that breach within a period of 24 hours after being notified in writing to do so, provided that such material breach occurs on the day of the Event or Content Piece or within the 15 day period before either the relevant Publication Date or start date of the Event or Content Piece; or
13.2.4 the other party suffers an Insolvency Event.
14 CONSEQUENCES OF TERMINATION
14.1 On termination or expiry of this Agreement:
14.1.1 the Sponsorship Rights granted by LeadDev to the Sponsor under this Agreement shall immediately terminate and revert to LeadDev;
14.1.2 following termination of the Sponsorship Rights and their reversion to LeadDev the Sponsor shall not exercise the Sponsorship Rights or use or exploit (directly or indirectly) its previous connection with LeadDev, or the Content Partnership, Event or Content Piece;
14.1.3 at LeadDev’s election, within 60 days after the date of termination the Sponsor shall delete or destroy (as applicable) or, if LeadDev shall so elect, deliver to LeadDev or any other person designated by LeadDev, at the Sponsor’s expense, all Sponsor Materials in its possession or control;
14.1.4 each party shall promptly return to the other any property of the other within its possession or control at its own expense;
14.1.5 each party shall pay to the other any sums that are outstanding and to be accounted for under this Agreement;
14.2 Termination or expiry of this 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.
14.3 The following clauses shall continue in force following termination of this Agreement: clause 1 (Interpretation), clause 2 (Term), clause 9 (Indemnities), clause 10 (Limitation of liability), clause 14 (Consequences of termination), clause 15 (Cancellation), clause 17 (Confidentiality), and clause 20 (Miscellaneous).
15 CANCELLATION OR POSTPONEMENT
15.1 LeadDev reserves the right to cancel or postpone an Event or Content Piece for any reason (including by reason of a Force Majeure Event). LeadDev shall notify the Sponsor of the cancellation or postponement as soon as possible. The parties agree that:
15.1.1 LeadDev shall not be in breach of this Agreement by virtue of that cancellation, postponement or abandonment;
15.1.2 if an Event that is due to take place at a physical location is cancelled or postponed for any reason, the Sponsor agrees that the sponsorship package total value will then be delivered digitally through a digital content and/or a digital event sponsorship package. The details of the new digital sponsorship package and deliverables will be subject to Agreement by both parties;
15.1.3 if a Content Partnership (or any part thereof) is cancelled for a Force Majeure Event, the Sponsor agrees to accept in complete settlement and discharge of all claims against LeadDev a refund of the Fee (pro rata, if not all Content Pieces have been cancelled) paid by the Sponsor less all costs and expenses incurred by LeadDev in connection with the Content Partnership which expenses shall be divided between all sponsors/contributors of the Content Partnership and the Sponsor’s share pro-rated accordingly. A delivery schedule will be agreed when dates are confirmed for the individual Content Pieces within the Content Partnership;
15.1.4 if a Content Partnership (or any part thereof) is cancelled by LeadDev for any other reason than a Force Majeure Event, the Company will refund to the Sponsor the Fee (pro rata, if not all Content Pieces have been cancelled) paid by the Sponsor and the Sponsor agrees and acknowledges that the Sponsor shall have no further claim whatsoever against LeadDev in respect of such cancellation; and
15.1.5 on LeadDev notifying the Sponsor of a cancellation this Agreement shall automatically terminate and the provisions of clause 14 shall apply.
16 FORCE MAJEURE
16.1 Force Majeure Event means any circumstance not within a party’s reasonable control including: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (f) collapse of buildings, fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action or lockouts; (h) non-performance by suppliers or subcontractors; and (i) interruption or failure of utility service. For the avoidance of doubt, circumstances related to Covid-19 shall be a “Force Majeure Event” entitling LeadDev to postpone or, pursuant to clause 15, cancel an Event or Content Piece.
16.2 Provided it has complied with clause 16.4 and subject to clause 15, if a party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
16.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
16.4 The Affected Party shall:
16.4.1 as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party (in accordance with this Agreement) of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and
16.4.2 use reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
17 CONFIDENTIALITY
17.1 Each party undertakes that it shall not at any time disclose to any person the terms of this Agreement or any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 17.2.
17.2 Each party may disclose the other party’s confidential information:
17.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 17; and
17.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
17.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
18 ANNOUNCEMENTS
The Sponsor shall not make, nor permit any person to make, any public announcement concerning this Agreement without the prior written consent of LeadDev.
19 NOTICES
19.1 Any notice given to a party under or in connection with this contract shall be in writing and shall be sent by email to:
19.1.1 in the case of LeadDev, to Daisy Searles, Head of Business Development, White October Events Ltd – daisy@leaddev.com; and
19.1.2 in the case of the Sponsor, to the email address of the contact specified on the relevant Order Form.
19.2 Any notice shall be deemed to have been received at the time of transmission provided that it occurs between 9am -5pm on a Business Day. If outside of these hours it will be deemed to have been received at 9am the next Business Day.
19.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
20 MISCELLANEOUS
20.1 If the Sponsor fails to make any payment due to LeadDev under this Agreement by the due date for payment, then, without limiting LeadDev’s remedies under clause 13, the Sponsor shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank’s base rate.
20.2 All amounts due under this Agreement shall be paid by the Sponsor to LeadDev in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
20.3 Nothing in this Agreement is intended to, or shall be deemed to, establish any 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. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
20.4 A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.
20.5 No party shall assign any of its rights or obligations under this Agreement without the prior written consent of the other party.
20.6 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it 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.
20.7 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
20.8 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Schedule: company logos
