Common use of COUNTER Clause in Contracts

COUNTER. 5 stats Monthly/ annual review meeting] Wiley helpdesk and support contact details. ANNEX TWO: Schedule for Northern Ireland Law This Annex TWO: “Schedule for Northern Ireland Law” may be included as an annex to the “Call Off Order Form” to adapt the terms set out in the “Call Off Terms & Conditions” document, so that the Agreement is under Northern Ireland Law as follows: Clause 25: Staff Resources: Clause 25.2: substitute “the Equality Act” with “Section 75 of the Northern Ireland Act 1998.” Clause 25.3: substitute “the Equality Act” with “Section 75 of the Northern Ireland Act 1998.” Changes to Clause 32: Dispute Resolution Procedure: Clause 32.4: substitute the full clause 32.4 with the following wording: “If the Dispute is not resolved at that meeting, the Parties can attempt to settle it by mediation using the Dispute Resolution Service of Northern Ireland (DRS) Code of Practice current time at the time of the Dispute. If the Parties cannot agree on a mediator, the mediator will be nominated by DRS.” Clause 41: Law: Clause 41.1 the term “English courts” shall be replaced with “N. Ireland courts.” Clause 41.1 the term “English Law” shall be replaced with “the Law of Northern Ireland.” ANNEX THREE: Schedule for Scottish Law This Annex TWO: “Schedule for Scottish Law” may be included as an annex to the “Call Off Order Form” to adapt the terms set out in the “Call Off Terms & Conditions” document, so that the Agreement is under Scottish Law as follows: Clause 8: Beneficiaries party to this Agreement: Clause 8.2 the words “Contract (Rights of Third Parties) Act 1999” shall be replaced by “Contract (Third Party Rights) (Scotland) Act 2017 (CTPRSA)”. Changes to Clause 32: Dispute Resolution Procedure: Clause 32.4: add the following wording: “The governing law and jurisdiction provisions of CEDR’s Model Mediation Agreement shall be deemed to be amended to refer to the laws of Scotland and the Court of Session.” Clause 41: Law: Clause 41.1 the term “English courts” shall be replaced with “Scottish courts.” Clause 41.1 the term “English Law” shall be replaced with ““the Law of Scotland.” ANNEX FOUR: Pricing Schedule The Provider will invoice the Purchasing Authority or Beneficiary according to the schedule below for the Service(s) and Deliverable(s) provided and subject to invoicing terms in section 21: Invoicing and Payment to the “Call Off Terms & Conditions” document. Insert payment table below: ANNEX FIVE: Beneficiaries Party to this Agreement The Beneficiaries listed below shall be party to this Agreement and are the Beneficiaries to which the Purchasing Authority has purchased the Service(s) and Deliverable(s) as set out in the Specification (Annex ONE to the “Call Off Order Form”) in partnership, collaboration or consortia: Organisation (from Beneficiaries List) Address Contact Name of Beneficiary ANNEX SIX: Additional Terms

COUNTER. 5 stats Monthly/ annual review meeting] Wiley MA Healthcare helpdesk and support contact details. ANNEX TWO: Schedule for Northern Ireland Law This Annex TWO: “Schedule for Northern Ireland Law” may be included as an annex to the “Call Off Order Form” to adapt the terms set out in the “Call Off Terms & Conditions” document, so that the Agreement is under Northern Ireland Law as follows: Clause 25: Staff Resources: Clause 25.2: substitute “the Equality Act” with “Section 75 of the Northern Ireland Act 1998.” Clause 25.3: substitute “the Equality Act” with “Section 75 of the Northern Ireland Act 1998.” Changes to Clause 32: Dispute Resolution Procedure: Clause 32.4: substitute the full clause 32.4 with the following wording: “If the Dispute is not resolved at that meeting, the Parties can attempt to settle it by mediation using the Dispute Resolution Service of Northern Ireland (DRS) Code of Practice current time at the time of the Dispute. If the Parties cannot agree on a mediator, the mediator will be nominated by DRS.” Clause 41: Law: Clause 41.1 the term “English courts” shall be replaced with “N. Ireland courts.” Clause 41.1 the term “English Law” shall be replaced with “the Law of Northern Ireland.” ANNEX THREE: Schedule for Scottish Law This Annex TWO: “Schedule for Scottish Law” may be included as an annex to the “Call Off Order Form” to adapt the terms set out in the “Call Off Terms & Conditions” document, so that the Agreement is under Scottish Law as follows: Clause 8: Beneficiaries party to this Agreement: Clause 8.2 the words “Contract (Rights of Third Parties) Act 1999” shall be replaced by “Contract (Third Party Rights) (Scotland) Act 2017 (CTPRSA)”. Changes to Clause 32: Dispute Resolution Procedure: Clause 32.4: add the following wording: “The governing law and jurisdiction provisions of CEDR’s Model Mediation Agreement shall be deemed to be amended to refer to the laws of Scotland and the Court of Session.” Clause 41: Law: Clause 41.1 the term “English courts” shall be replaced with “Scottish courts.” Clause 41.1 the term “English Law” shall be replaced with ““the Law of Scotland.” ANNEX FOUR: Pricing Schedule The Provider will invoice the Purchasing Authority or Beneficiary according to the schedule below for the Service(s) and Deliverable(s) provided and subject to invoicing terms in section 2123: Invoicing and Payment to the “Call Off Terms & Conditions” document. Insert (Guidance Note: The parties should agree a schedule for when invoices and payment table below: are due for the services, the purchasing authority should take advise from it’s procurement department) ANNEX FIVE: Beneficiaries Party to this Agreement The Beneficiaries listed below shall be party to this Agreement and are the Beneficiaries to which the Purchasing Authority has purchased the Service(s) and Deliverable(s) as set out in the Specification (Annex ONE to the “Call Off Order Form”) in partnership, collaboration or consortia: Organisation (from Beneficiaries List) Address Contact Name of Beneficiary ANNEX SIX: Additional Terms

COUNTER. 5 stats Monthly/ annual review meeting] Wiley BMJ helpdesk and support contact details. ANNEX TWO: Schedule for Northern Ireland Law This Annex TWO: “Schedule for Northern Ireland Law” may be included as an annex to the “Call Off Order Form” to adapt the terms set out in the “Call Off Terms & Conditions” document, so that the Agreement is under Northern Ireland Law as follows: Clause 25: Staff Resources: Clause 25.2: substitute “the Equality Act” with “Section 75 of the Northern Ireland Act 1998.” Clause 25.3: substitute “the Equality Act” with “Section 75 of the Northern Ireland Act 1998.” Changes to Clause 32: Dispute Resolution Procedure: Clause 32.4: substitute the full clause 32.4 with the following wording: “If the Dispute is not resolved at that meeting, the Parties can attempt to settle it by mediation using the Dispute Resolution Service of Northern Ireland (DRS) Code of Practice current time at the time of the Dispute. If the Parties cannot agree on a mediator, the mediator will be nominated by DRS.” Clause 41: Law: Clause 41.1 the term “English courts” shall be replaced with “N. Ireland courts.” Clause 41.1 the term “English Law” shall be replaced with “the Law of Northern Ireland.” ANNEX THREE: Schedule for Scottish Law This Annex TWO: “Schedule for Scottish Law” may be included as an annex to the “Call Off Order Form” to adapt the terms set out in the “Call Off Terms & Conditions” document, so that the Agreement is under Scottish Law as follows: Clause 8: Beneficiaries party to this Agreement: Clause 8.2 the words “Contract (Rights of Third Parties) Act 1999” shall be replaced by “Contract (Third Party Rights) (Scotland) Act 2017 (CTPRSA)”. Changes to Clause 32: Dispute Resolution Procedure: Clause 32.4: add the following wording: “The governing law and jurisdiction provisions of CEDR’s Model Mediation Agreement shall be deemed to be amended to refer to the laws of Scotland and the Court of Session.” Clause 41: Law: Clause 41.1 the term “English courts” shall be replaced with “Scottish courts.” Clause 41.1 the term “English Law” shall be replaced with ““the Law of Scotland.” ANNEX FOUR: Pricing Schedule The Provider will invoice the Purchasing Authority or Beneficiary according to the schedule below for the Service(s) and Deliverable(s) provided and subject to invoicing terms in section 21: Invoicing and Payment to the “Call Off Terms & Conditions” document. Insert payment table below: ANNEX FIVE: Beneficiaries Party to this Agreement The Beneficiaries listed below shall be party to this Agreement and are the Beneficiaries to which the Purchasing Authority has purchased the Service(s) and Deliverable(s) as set out in the Specification (Annex ONE to the “Call Off Order Form”) in partnership, collaboration or consortia: Organisation (from Beneficiaries List) Address Contact Name of Beneficiary ANNEX SIX: Additional Terms

COUNTER. 5 stats Monthly/ annual review meeting] Wiley ]. ProQuest helpdesk and support contact details. ANNEX TWO: Schedule for Northern Ireland Law This Annex TWO: “Schedule for Northern Ireland Law” may be included as an annex to the “Call Off Order Form” to adapt the terms set out in the “Call Off Terms & Conditions” document, so that the Agreement is under Northern Ireland Law as follows: Clause 25: Staff Resources: Clause 25.2: substitute “the Equality Act” with “Section 75 of the Northern Ireland Act 1998.” Clause 25.3: substitute “the Equality Act” with “Section 75 of the Northern Ireland Act 1998.” Changes to Clause 32: Dispute Resolution Procedure: Clause 32.4: substitute the full clause 32.4 with the following wording: “If the Dispute is not resolved at that meeting, the Parties can attempt to settle it by mediation using the Dispute Resolution Service of Northern Ireland (DRS) Code of Practice current time at the time of the Dispute. If the Parties cannot agree on a mediator, the mediator will be nominated by DRS.” Clause 41: Law: Clause 41.1 the term “English courts” shall be replaced with “N. Ireland courts.” Clause 41.1 the term “English Law” shall be replaced with “the Law of Northern Ireland.” ANNEX THREE: Schedule for Scottish Law This Annex TWO: “Schedule for Scottish Law” may be included as an annex to the “Call Off Order Form” to adapt the terms set out in the “Call Off Terms & Conditions” document, so that the Agreement is under Scottish Law as follows: Clause 8: Beneficiaries party to this Agreement: Clause 8.2 the words “Contract (Rights of Third Parties) Act 1999” shall be replaced by “Contract (Third Party Rights) (Scotland) Act 2017 (CTPRSA)”. Changes to Clause 32: Dispute Resolution Procedure: Clause 32.4: add the following wording: “The governing law and jurisdiction provisions of CEDR’s Model Mediation Agreement shall be deemed to be amended to refer to the laws of Scotland and the Court of Session.” Clause 41: Law: Clause 41.1 the term “English courts” shall be replaced with “Scottish courts.” Clause 41.1 the term “English Law” shall be replaced with ““the Law of Scotland.” ANNEX FOUR: Pricing Schedule The Provider will invoice the Purchasing Authority or Beneficiary according to the schedule below for the Service(s) and Deliverable(s) provided and subject to invoicing terms in section 21: Invoicing and Payment to the “Call Off Terms & Conditions” document. Insert payment table below: ANNEX FIVE: Beneficiaries Party to this Agreement The Beneficiaries listed below shall be party to this Agreement and are the Beneficiaries to which the Purchasing Authority has purchased the Service(s) and Deliverable(s) as set out in the Specification (Annex ONE to the “Call Off Order Form”) in partnership, collaboration or consortia: Organisation (from Beneficiaries List) Address Contact Name of Beneficiary ANNEX SIX: Additional Terms