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23.1.5

Clauses 17.39 to 17.45 (Consequences of Termination); and

23.1.6

PART 18 (Dispute Resolution Procedures);

23.1.7

Clauses 19.4 and 20.1 to 20.3 (TUPE Indemnities);

23.1.8

Clauses 23.3 and 23.4 (Governing Law and Jurisdiction);

23.1.9

Clause 23.24 and 23.25 (Confidentiality).

ENTIRE AGREEMENT

23.2

The Contract constitutes the entire agreement between the Parties with respect to its subject matter and supersedes any prior agreements, negotiations, promises, conditions or representations, whether written or oral, and the Parties confirm that they did not enter into the Contract on the basis of any representations that are not expressly incorporated into the Contract.  However, nothing in the Contract purports to exclude liability on the part of either Party for fraudulent misrepresentation.

GOVERNING LAW AND JURISDICTION

23.3

The Contract shall be governed by and construed in accordance with English law.

23.4

Without prejudice to the dispute resolution procedures contained in the Contract, in relation to any legal action or proceedings to enforce the Contract or arising out of or in connection with this Contract, each Party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.

23.5

Clauses 23.3 and 23.4 shall continue to apply notwithstanding the termination of the Contract.

WAIVER, DELAY OR FAILURE TO EXERCISE RIGHTS

23.6

The failure or delay by either Party to enforce any one or more of the terms or conditions of the Contract shall not operate as a waiver of them, or of the right at any time subsequently to enforce all terms and conditions of the Contract.

FORCE MAJEURE

23.7

Neither Party shall be responsible to the other for any failure or delay in performance of its obligations and duties under this Contract which is caused by circumstances or events beyond the

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