Common use of General Clauses Clause in Contracts

General Clauses. a. The Parties hereby agree that for the purposes of providing the Services and carrying out related functions in accordance with the provisions of Terms & Conditions, the Company is hereby authorized as the agent of the Vendor to act in accordance with the terms herein and other instructions of the Vendor. b. These Terms & Conditions together with Vendor Agreement is the complete and binding agreement of the Parties with respect to the subject matter hereof. c. These Terms & Conditions are applicable for all Vendors and may be modified by the Company from time to time with prior intimation to the Vendors. Vendors hereby agree to be bound by such amended Terms & Conditions, as may be notified by the Company. d. The Vendor shall not assign or sub-contract any of its rights, obligations, or responsibilities under the Vendor Agreement or Terms & Conditions without the prior written consent of the Company. e. The Parties agree that, having regard to all the circumstances, the covenants contained herein are reasonable and necessary for the protection of the Parties. If any such covenant is held to be void as going beyond what is reasonable in all the circumstances, but would be valid if amended as to scope or duration or both, the covenant shall apply with such minimum modifications regarding its scope and duration as may be necessary to make it valid and effective. f. If any provision of these Terms & Conditions is held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws and such invalidity or unenforceability shall not affect the other provisions contained herein. g. Except as expressly provided in this Terms & Conditions, no waiver of any provision shall be effective unless set forth in a written instrument signed by the Party waiving such provision. No failure or delay by a Party in exercising any right, power or remedy under this Terms & Conditions shall operate as a waiver thereof. h. Each Party shall co-operate with the other Party and execute and deliver to the other Party such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, evidence and confirm their rights hereunder and the intended purpose of these Terms & Conditions and to ensure the complete and prompt fulfillment, observance and performance of the provisions contained herein and generally that full effect is given to the provisions of the Vendor Agreement together with the Terms & Conditions.

General Clauses. a. The Parties hereby agree that 15.1 Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to, Acts of God, wars, insurrections and/or any other cause beyond the purposes of providing the Services and carrying out related functions in accordance with the provisions of Terms & Conditions, the Company is hereby authorized as the agent reasonable control of the Vendor to act in accordance with the terms herein and other instructions of the Vendorparty whose performance is affected (Force Majeure). b. These Terms & Conditions together with Vendor Agreement is the complete and binding agreement of the Parties with respect to the subject matter hereof. c. These Terms & Conditions are applicable for all Vendors and 15.2 UKRI may be modified by the Company from time to time with prior intimation to the Vendors. Vendors hereby agree to be bound by such amended Terms & Conditionsnot assign, as may be notified by the Company. d. The Vendor shall not assign transfer or sub-contract contract, all or parts of its rights or obligations under this Agreement without CLA’s prior written consent. 15.3 Save in respect of any publisher in relation to the Licensed Material published by it neither party intends that any term of this shall be by virtue of the Contracts (Rights of Third Parties) Act 1999 enforceable by any person who is not a party to this Agreement. The consent of any third party shall not be required for the variation or termination of this agreement, even if that variation or termination affects the benefit or benefits conferred on any third party. 15.4 Each party agrees to discuss any additional documents and any other acts or things which may be required and to explore possible ways forward with the aim of finding a shared solution. 15.5 A failure or delay by either party to exercise any right or remedy under this Agreement shall not be construed or operate as a waiver of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy. 15.6 This Agreement represents the entire terms agreed between the parties in relation to its subject matter and supersedes all previous contracts or arrangements of any kind between the parties relating to its subject matter. 15.7 This Agreement may be amended, superseded, or cancelled (or any of its rights, obligations, or responsibilities under the Vendor Agreement or Terms & Conditions without the prior written consent of the Company. e. The Parties agree that, having regard to all the circumstances, the covenants contained herein are reasonable terms and necessary for the protection of the Parties. If any such covenant is held to be void as going beyond what is reasonable in all the circumstances, but would be valid if amended as to scope or duration or both, the covenant shall apply with such minimum modifications regarding its scope and duration as may be necessary to make it valid and effective. f. If any provision of these Terms & Conditions is held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws and such invalidity or unenforceability shall not affect the other provisions contained herein. g. Except as expressly provided in this Terms & Conditions, no waiver of any provision shall be effective unless set forth in a conditions waived) only by written instrument signed by or on behalf of the Party CLA and UKRI, or in the case of waiver, of the party waiving such provision. No failure or delay by a Party in exercising any right, power or remedy under this Terms & Conditions shall operate as a waiver thereofcompliance. h. 15.8 Each Party shall co-operate with the other Party and execute and deliver to the other Party such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, evidence and confirm their rights hereunder and the intended purpose of these Terms & Conditions and to ensure the complete and prompt fulfillment, observance and performance of the provisions contained herein in this Agreement shall be construed as independent of every other such provision, so that if any provision of this agreement shall be determined by any court or competent authority to be illegal, invalid and/or unenforceable then such determination shall not affect any other provision of this agreement, all of which other provisions shall remain in full force and generally that full effect is given to the provisions of the Vendor Agreement together with the Terms & Conditionseffect.

General Clauses. a. The Parties hereby agree 13.1 Services sold by Contractor are not intended for use in connection with any nuclear facility or activity, and Sponsor warrants that it shall not use or permit others to use Services for such purposes, without the purposes advance written consent of providing Contractor. If, in breach of this, any such use occurs, Contractor (and its parent, affiliates, suppliers and subcontractors) disclaims all liability for any nuclear or other damage, injury or contamination howsoever caused, and, in addition to any other rights of Contractor, Sponsor assumes sole responsibility for and shall release, defend, indemnify and hold harmless the Services Contractor (and carrying out related functions its parent, affiliates, suppliers and subcontractors) (to the maximum extent permitted under applicable law) from and against any and all claims asserted by or in accordance with the provisions favor of Terms & Conditionsany person or party resulting from any nuclear or other damage, the Company is hereby authorized as the agent injury or contamination Sponsor shall howsoever caused. Consent of Contractor to any such use, if any, will be conditioned upon additional terms and conditions that Contractor determines to be acceptable for protection against nuclear liability. 13.2 Neither this Agreement nor any of the Vendor to act in accordance with the terms herein and other instructions of the Vendor. b. These Terms & Conditions together with Vendor Agreement is the complete and binding agreement rights, interests or obligations hereunder shall be assigned by any of the Parties with respect to the subject matter hereof. c. These Terms & Conditions are applicable for all Vendors and may be modified (whether by the Company from time to time with prior intimation to the Vendors. Vendors hereby agree to be bound by such amended Terms & Conditions, as may be notified by the Company. d. The Vendor shall not assign operation of law or sub-contract any of its rights, obligations, or responsibilities under the Vendor Agreement or Terms & Conditions otherwise) without the prior written consent of the Companyother Party, such consent not to be unreasonably withheld. By way of example and not limitation, it shall not be unreasonable to withhold consent in the following circumstances: a. the proposed assignee does not agree in a writing (a copy of which the assigning Party shall deliver to the non-assigning Party promptly) to perform, for the benefit of the non-assigning Party, all obligations of the assigning Party under this Agreement and each SOW hereunder and otherwise to be bound by all provisions of this Agreement and each SOW hereunder binding on the assigning Party; b. the proposed assignee is not capable of performing all of the assigning Party’s obligations under this Agreement and each SOW hereunder following such assignment to a substantially equivalent degree as would otherwise have been performed by the assigning Party prior to such assignment; c. the proposed assignee is a competitor of the assigning Party; d. the proposed assignee’s headquarters or the majority of its executive and administrative functions are not in the United States, Canada, Mexico, the United Kingdom, any of the countries in the European Economic Area, Switzerland, Australia, Japan or South Korea; or e. the proposed assignee or any Affiliate is controlled, directly or indirectly, by any of the “countries of concern” as identified in the Annex to Executive Order 14105 of August, 2023, as may be amended. This Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns. e. 13.3 The Parties agree thatfollowing Articles shall survive termination or cancellation of the Contract: 1, having regard 2, 4, 5, 6, 7, 8, 9, 10 and 13. 13.4 The Agreement represents the entire agreement between the Parties. No oral or written representation or warranty not contained in this Agreement shall be binding on either Party. Sponsor’s and Contractor’s rights, remedies and obligations arising from or related to all the circumstancesServices sold under this Agreement are limited to the rights, the covenants contained herein are reasonable remedies and necessary obligations stated in this Contract. No modification, amendment, rescission or waiver shall be binding on either Party unless agreed in writing. 13.5 Except as provided in Article 2 and in Section 13.1, this Agreement is only for the protection benefit of the Parties. If any such covenant is held , and no third party shall have a right to be void as going beyond what is reasonable in all the circumstances, but would be valid if amended as to scope or duration or both, the covenant shall apply with such minimum modifications regarding its scope and duration as may be necessary to make it valid and effective. f. If enforce any provision of these Terms & Conditions is held to this Contract. 13.6 This Agreement may be invalid or unenforceable signed in multiple counterparts that together shall constitute one agreement. 13.7 Neither Party shall make any respectannouncement, such provision shall be modified take any photograph (except to the extent strictly necessary to render it, as modified, valid and enforceable under applicable laws and such invalidity perform this Contract) nor release any information concerning this Agreement (or unenforceability shall not affect the other provisions contained herein. g. Except as expressly provided in this Terms & Conditions, no waiver of any provision shall be effective unless set forth in a written instrument signed by the Party waiving such provision. No failure part thereof) or delay by a Party in exercising any right, power or remedy under this Terms & Conditions shall operate as a waiver thereof. h. Each Party shall co-operate its business relationship with the other Party and execute and deliver to any third party, member of the public, press, or any official body, except as required by applicable law or court order or as authorized by the other Party in writing and such instruments authorization shall not be unreasonably withheld. Project Title: Period of Performance: Contractor Tasks: Contractor SOW Deliverables and documents and take such other actions as may be reasonably requested from time to time in order to carry out, evidence and confirm their rights hereunder and the intended purpose of these Terms & Conditions and to ensure the complete and prompt fulfillment, observance and performance of the provisions contained herein and generally that full effect is given to the provisions of the Vendor Agreement together with the Terms & Conditions.Schedule:

General Clauses. a. 8.1 Unless otherwise specified, the remedies granted to each Party in this Agreement for breach of Agreement shall be independent of and additive to all other existing rights and remedies of each Party and not mutually exclusive or set-off. The rights granted to either Party under this Agreement (except in the event that either Party expressly waives the obligations or obligations of the other Party or the Parties hereby agree that for enter into any supplementary agreement or binding amendment to this Agreement which reduces or limits the purposes obligations or obligations of providing either Party under this Agreement) will not be reduced or limited if either Party grants a waiver or suspension to the Services other Party. The failure or delay of either Party to exercise any rights or remedies under this Agreement shall not be deemed to be a waiver of such rights or remedies; similarly, the sole or partial exercise of any rights or remedies under this Agreement shall not limit the further exercise of such rights or remedies or the exercise of any other rights or remedies under this Agreement. 8.2 If any provision of this Agreement is held to be invalid, unlawful or non-binding by any court or arbitral body or place of competent jurisdiction, the deletion of such provision from this Agreement to the extent permitted by applicable law shall not affect the validity, legality or binding force of any other provisions of this Agreement, which shall continue in full force and carrying out related functions in accordance with effect. 8.3 None of the provisions of Terms & Conditions, the Company is hereby authorized as the agent of the Vendor this Agreement shall constitute or shall be deemed to act in accordance with the terms herein and other instructions of the Vendorconstitute a partnership or agency relationship. b. These Terms & Conditions together with Vendor 8.4 This Agreement is constitutes the complete and binding entire agreement of between the Parties with respect to the subject matter hereof. c. These Terms & Conditions are applicable for all Vendors of this Agreement and may be modified by the Company from time to time with does not contain any implied terms and supersedes any prior intimation to the Vendors. Vendors hereby agree to be bound by such amended Terms & Conditions, as may be notified by the Company. d. The Vendor shall not assign agreements or sub-contract any of its rights, obligations, or responsibilities under the Vendor Agreement or Terms & Conditions without the prior written consent of the Company. e. The Parties agree that, having regard to all the circumstances, the covenants contained herein are reasonable and necessary for the protection of understandings between the Parties. If any such covenant is held to be void as going beyond what is reasonable in all the circumstances, but would be valid if amended as to scope whether written or duration or bothoral, the covenant shall apply with such minimum modifications regarding its scope and duration as may be necessary to make it valid and effective. f. If any provision of these Terms & Conditions is held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws and such invalidity or unenforceability shall which are not affect the other provisions contained incorporated herein. g. Except as expressly provided in this Terms & Conditions, no 8.5 No change or waiver of any provision this Agreement shall be effective unless set forth made except in a written instrument signed writing and executed by the Party waiving such provision. No failure or delay by a Party in exercising any right, power or remedy under this Terms & Conditions shall operate as a waiver thereofParties hereto. h. Each Party shall co-operate with the other Party and execute and deliver to the other Party such instruments and documents and take such other actions as may be reasonably requested from time to time 8.6 This Agreement is executed in order to carry out, evidence and confirm their rights hereunder and the intended purpose of these Terms & Conditions and to ensure the complete and prompt fulfillment, observance and performance of the provisions contained herein and generally that full effect is given to the provisions of the Vendor Agreement together with the Terms & ConditionsChinese.