Common use of Brexit Clause in Contracts

Brexit. In this clause “Brexit” shall means the UK ceasing to be a member state of the European Union on 31 January 2020 and ceasing to be subject to the transition or implementation arrangements provided for by Part 4 of the withdrawal agreement between the UK and the European Union negotiated under Article 50(2) of the Treaty of the European Union which sets out the arrangements for the UK's withdrawal from the European Union; (b) If, as a result of Brexit, there is any change in law or regulations (including, without limitation, a change in applicable law or a new requirement to comply with any existing applicable law or existing applicable law ceasing to apply to a party. For these purposes, applicable means any legal provision a party must comply with (whether in respect of its business operation or activities, the movement of citizens in the UK or EU or otherwise) or other event (including, without limitation, an increase or imposition of taxes or duties, the loss of, a change to or the imposition of a new requirement for any licence or consent required by a party to perform this ▇▇▇▇ or to commercially exploit the Licensed Software, a material change in exchange rates or an unforeseeable change to the business or economic environment in which a party operates), whenever occurring during or after the transition period that is scheduled to end on 31 December 2020,) that has or is likely to have an adverse impact on Cloudhouse in relation this ▇▇▇▇, whether in respect of Cloudhouse’s rights, obligations, liabilities, costs, benefits or otherwise (each a “Brexit Event”), the parties shall: (i) discuss the implications of such Brexit Event including the extent to which such Brexit Event adversely affects Cloudhouse’s ability to perform this ▇▇▇▇ in accordance with its terms and applicable law; and (ii) negotiate in good faith in relation to any variations of this ▇▇▇▇ to address, mitigate, reduce, overcome or alleviate those implications which Cloudhouse, acting reasonably, considers necessary or desirable. If the parties are unable to agree such variations within a reasonable time, Cloudhouse may terminate this ▇▇▇▇ by giving Licensee not less than 30 days’ prior written notice and shall refund to Licensee the prorated amount of any prepaid Subscription Fees directly associated with this ▇▇▇▇. BY ..................................... BY ................................................. TITLE ................................ TITLE ..................................................... SIGNED ............................ SIGNED ................................................. For and on behalf of Licensee For and on behalf of Cloudhouse This Cloudhouse Service Level Agreement ("SLA") sets forth the terms and conditions under which Cloudhouse provides support and maintenance services for the Licensed Software to Licensee. Terms defined in the ▇▇▇▇ shall have the same meaning in this SLA unless otherwise specified or the context otherwise permits.

Brexit. In this clause “Brexit” shall means the UK ceasing to be a member state of the European Union on 31 January 2020 and ceasing to be subject to the transition or implementation arrangements provided for by Part 4 of the withdrawal agreement between the UK and the European Union negotiated under Article 50(2) of the Treaty of the European Union which sets out the arrangements for the UK's withdrawal from the European Union; (b) If, as a result of Brexit, there is any change in law or regulations (including, without limitation, a change in applicable law or a new requirement to comply with any existing applicable law or existing applicable law ceasing to apply to a party. For these purposes, applicable means any legal provision a party must comply with (whether in respect of its business operation or activities, the movement of citizens in the UK or EU or otherwise) or other event (including, without limitation, an increase or imposition of taxes or duties, the loss of, a change to or the imposition of a new requirement for any licence or consent required by a party to perform this ▇▇▇▇ Agreement or to commercially exploit the Licensed SoftwareSupport Services or Support Deliverable, a material change in exchange rates or an unforeseeable change to the business or economic environment in which a party operates), whenever occurring during or after the transition period that is scheduled to end on 31 December 2020,) that has or is likely to have an adverse impact on Cloudhouse in relation this ▇▇▇▇Agreement, whether in respect of Cloudhouse’s rights, obligations, liabilities, costs, benefits or otherwise (each a “Brexit Event”), the parties shall: (i) discuss the implications of such Brexit Event including the extent to which such Brexit Event adversely affects Cloudhouse’s ability to perform this ▇▇▇▇ Agreement in accordance with its terms and applicable law; and (ii) negotiate in good faith in relation to any variations of this ▇▇▇▇ Agreement to address, mitigate, reduce, overcome or alleviate those implications which Cloudhouse, acting reasonably, considers necessary or desirable. If the parties are unable to agree such variations within a reasonable time, Cloudhouse may terminate this ▇▇▇▇ Agreement by giving Licensee Customer not less than 30 days’ prior written notice and shall refund to Licensee Customer the prorated amount of any prepaid Subscription Fees directly associated with this ▇▇▇▇Agreement. BY ..................................... BY ................................................. TITLE ................................ TITLE ..................................................... SIGNED ............................ SIGNED ................................................. For and on behalf of Licensee Customer For and on behalf of Cloudhouse This Cloudhouse Service Level Agreement ("SLA") sets forth the terms and conditions under which Cloudhouse provides support and maintenance services for the Licensed Software to LicenseeSupport Services. Terms defined in the ▇▇▇▇ Agreement shall have the same meaning in this SLA unless otherwise specified or the context otherwise permits.