Common use of General Clause in Contracts

General. 11.1 Licensee agrees and acknowledges that Licensor shall, upon request by ITFL, provide ITFL with a full copy of this Agreement and notwithstanding any other term set out herein either Licensor and/or ITFL shall at any time following execution have the right to make a public announcement related to this Agreement. 11.2 Licensee may not sub-licence or sub-contract or otherwise transfer or delegate any of this Agreement or its rights and obligations under this Agreement except with the prior written approval of Licensor, such approval being within the sole discretion of Licensor. 11.3 All notices to be served under this Agreement shall be delivered by hand, or sent by first class pre-paid registered post (airmail, if overseas) to the address of Licensor or of Licensee as set out in the Key Terms above or to such other address as the addressee may have notified to the other party for the purpose of this Clause. A notice shall be deemed to have been served (i) if delivered by hand on the date of delivery; or (ii) if posted by pre-paid registered post the time and date of actual recorded delivery. 11.4 This Agreement and its contents are strictly confidential and, subject to 11.1 above, neither party shall disclose the Agreement or its contents including, for the avoidance of doubt, the financial terms to any third party without the consent of the other party. 11.5 This Agreement is to be governed by and construed in accordance with the laws of England and is subject to the exclusive jurisdiction of the English Courts. 11.6 This Agreement which expressly incorporates Appendix 1 hereto contains the entire agreement of the parties and cancels and supersedes any previous agreement or arrangement between the parties whether oral or in writing relating to the subject matter of this Agreement. It is expressly declared that no variations of this Agreement shall be effective unless agreed in writing and signed by the duly authorised representatives of the parties hereto. 11.7 No waiver of any term or condition of this Agreement or any breach of this Agreement or any part thereof shall be deemed a waiver of any other terms or conditions of this Agreement or of any later breach of this Agreement or any part thereof. 11.8 All clause headings included in this Agreement are for convenience only and are not a part of this Agreement, and shall not be used to interpret any provision of this Agreement.

General. 11.1 Licensee agrees and acknowledges that Licensor shallNo modification, upon request by ITFLtermination, provide ITFL with a full copy extension, renewal or waiver of this Agreement and notwithstanding any other term set out herein either Licensor and/or ITFL shall at any time following execution have the right to make a public announcement related to this Agreement. 11.2 Licensee may not sub-licence or sub-contract or otherwise transfer or delegate any of this Agreement or its rights and obligations under this Agreement except with the prior written approval of Licensor, such approval being within the sole discretion of Licensor. 11.3 All notices to be served under this Agreement shall be delivered by hand, or sent by first class pre-paid registered post (airmail, if overseas) to the address of Licensor or of Licensee as set out in the Key Terms above or to such other address as the addressee may have notified to the other party for the purpose of this Clause. A notice shall be deemed to have been served (i) if delivered by hand on the date of delivery; or (ii) if posted by pre-paid registered post the time and date of actual recorded delivery. 11.4 This Agreement and its contents are strictly confidential and, subject to 11.1 above, neither party shall disclose the Agreement or its contents including, for the avoidance of doubt, the financial terms to any third party without the consent of the other party. 11.5 This Agreement is to be governed by and construed in accordance with the laws of England and is subject to the exclusive jurisdiction of the English Courts. 11.6 This Agreement which expressly incorporates Appendix 1 hereto contains the entire agreement of the parties and cancels and supersedes any previous agreement or arrangement between the parties whether oral or in writing relating to the subject matter of this Agreement. It is expressly declared that no variations provision of this Agreement shall be effective binding upon a party unless agreed made in writing and signed by the duly authorised representatives of the parties hereto. 11.7 both parties. No waiver of any term or condition of this Agreement or any breach of this Agreement or any part thereof shall be deemed a waiver of any other terms or conditions modification of this Agreement or of any later breach term or condition hereof shall result due to either party’s acknowledgment or acceptance of the party’s forms (e.g., purchase orders, acknowledgment forms, etc.) containing different or additional terms and conditions unless expressly and specifically accepted by both parties by means of a writing which references this Section. In the event that licenses or services purchased hereunder are from an Authorized Reseller, ForgeRock’s sole obligations and liabilities shall be as set forth in this Agreement and, in no event, shall the terms of such Authorized Reseller’s separate contract with the Customer be binding on ForgeRock. A waiver on one occasion shall not be construed as a waiver of any right on any future occasion. No delay or omission by a party in exercising any part thereof. 11.8 All clause of its rights hereunder shall operate as a waiver of such rights. In performing their respective duties under this Agreement ForgeRock and Customer will be operating as independent contractors and neither party is the legal representative, agent, joint venturer, or employee of the other party for any purpose whatsoever. The headings included in of the sections of this Agreement are for convenience only and are shall not be of any effect in construing the meaning of the sections. In the event that it is determined by a court of competent jurisdiction that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement shall remain in full force and effect and bind the parties according to its terms. To the extent any provision cannot be enforced in accordance with the stated intentions of the parties, such terms and conditions shall be deemed not to be a part of this Agreement. This Agreement, including Order Forms, may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and shall not be used the same instrument. This Agreement constitutes the entire and exclusive agreement between the parties with respect to interpret the subject matter hereof and supersedes any provision of this Agreementprior agreements between the parties with respect to such subject matter.

General. 11.1 Licensee agrees 16.1. The provisions set out in the Frontsheet (including those set out under the heading “Additional Terms”) are for the avoidance of doubt incorporated by reference and acknowledges made a part of this Agreement. In the event of conflict between these standard terms and conditions and the terms and conditions printed on the Frontsheet the terms and conditions printed on the Frontsheet shall have precedence. 16.2. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and no representations warranties or undertakings have been given or relied upon by either party save as expressly herein provided. 16.3. This Agreement may be amended only by instrument in writing signed by the party prejudiced by such amendment and no waiver (whether express or implied) by any party hereto of any breach shall be deemed to constitute a waiver or consent to any other or continuing breach by such party. 16.4. In the event that Licensor any one or more of the provisions contained in this Agreement shall, upon request by ITFLfor any reason, provide ITFL with a full copy of this Agreement and notwithstanding be held to be invalid, illegal or unenforceable in any respect such invalidity, illegality or unenforceability shall not affect any other term set out herein either Licensor and/or ITFL shall at any time following execution have the right to make a public announcement related to provisions of this Agreement. 11.2 Licensee 16.5. The rights granted hereunder may not be assigned, sub-licence or sub-contract licensed, mortgaged or otherwise transfer disposed of in whole or delegate any of this Agreement or its rights and obligations under this Agreement except with in part by Licensee without the prior written approval consent of Licensor. Licensor may freely assign, such approval being within the sole discretion of Licensorcharge, hypothecate or convey this Agreement in whole or in part. 11.3 16.6. All notices to be served under and other communications provided for in this Agreement shall be in writing and be delivered by hand, fax or sent by first class pre-paid registered post or certified mail (airmail, airmail if overseasthe intended recipient is in a different country to the sender) to the person or parties for whom it is intended at their address of Licensor as herein stated or of Licensee as set out in the Key Terms above or to such other address as the addressee either party may have notified notify to the other party for the purpose of this Clausesuch purpose. A notice All such notices or communications shall be deemed to have been served (iduly given or made upon actual receipt or, if earlier: a) if mailed, seven days after being deposited in the mail by the sender with the postage prepaid; b) if delivered by hand on the date of hand, upon delivery; or (iiand c) if posted transmitted by pre-paid registered post the time fax, upon completion of transmission and date issue of actual recorded deliverya transmission report confirming satisfactory transmission. 11.4 16.7. Each party shall sign, execute and deliver all such documents as may be reasonably required by the other and shall do all such other acts and things as may be necessary to give full effect to this Agreement. 16.8. This Agreement and its contents may be executed by fax copies signed by both parties, provided that forthwith after transmission of the executed Agreement such party will forward to the other the original executed copies for counter signature. 16.9. The parties hereto acknowledge that the courts of England are strictly confidential and, subject to 11.1 above, neither party shall disclose the Agreement or its contents including, a convenient forum for the avoidance hearing of doubt, the financial terms to any third party without the consent of the other party. 11.5 This dispute between them and agree that this Agreement is to shall be governed by and construed in accordance with and governed by the laws of England English law and is subject hereby submit to the exclusive jurisdiction of the English Courtscourts. 11.6 This Agreement which expressly incorporates Appendix 1 hereto contains the entire agreement of the parties and cancels and supersedes any previous agreement or arrangement between the parties whether oral or in writing relating to the subject matter of this Agreement. It is expressly declared that no variations of this Agreement shall be effective unless agreed in writing and signed by the duly authorised representatives of the parties hereto. 11.7 No waiver of any term or condition of this Agreement or any breach of this Agreement or any part thereof shall be deemed a waiver of any other terms or conditions of this Agreement or of any later breach of this Agreement or any part thereof. 11.8 All clause headings included in this Agreement are for convenience only and are not a part of this Agreement, and shall not be used to interpret any provision of this Agreement.

General. 11.1 Licensee agrees 23.1 Neither party shall be entitled to assign, sub-license, charge or otherwise dispose of the benefit of this Agreement, in whole or in part to any third party, either voluntarily or by operation of law without the prior written consent of the other party and acknowledges no assignment shall relieve the assigning party of its obligations hereunder save that Licensor shallmay assign this Agreement or any interest therein to any person, upon request firm, company or corporation partly or wholly owned by ITFLor affiliated with it and/or to any person or undertaking which hereafter acquires control of some or all of its assets, provide ITFL with undertakings and obligations. 23.2 The simultaneous relay of any broadcast of the Programme or any part or parts thereof within the Territory which is under the authority of international agreement or for which a full copy system for making copyright payments to copyright holders exists through an international collection agency (such as AGICOA) shall not constitute a breach of this Agreement by Licensor and Licensor retains the exclusive right to collect, administer and retain revenue from overseas collecting societies. 23.3 Licensee acknowledges and agrees that Licensor has the right to license the Programme for transmission (which term shall for the purposes of this clause be deemed to include making the Programme available by means of the Catch Up Service and/or the Service but without prejudice to clauses 13 and 19) by any party whose transmissions are receivable in the Territory where such transmissions are peripherally and incidentally or inadvertently receivable and not intended for reception in the Territory. Similarly, Licensor acknowledges that, whilst not intended for reception outside the Territory, Licensee's transmissions of the Programme may be peripherally and incidentally or inadvertently receivable outside the Territory. The occurrence of such overspill shall therefore not in itself constitute a breach of this Agreement. 23.4 Any waiver by Licensor, whether express or implied, of any breach or default by Licensee of any of the terms of this Agreement shall not be construed to be a waiver of any other breach or default or of the same breach or default continuing or occurring thereafter, and any waiver shall be without prejudice to all rights and remedies available to Licensor in respect of each additional or continuing breach or default. 23.5 In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this Agreement or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently. 23.6 If any of the provisions of this Agreement and notwithstanding any riders or amendments thereto shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the other term set out herein either Licensor and/or ITFL shall at any time following execution have the right to make a public announcement related to this Agreement. 11.2 Licensee may not sub-licence or sub-contract or otherwise transfer or delegate any provisions of this Agreement and any riders or its rights amendments thereto shall continue in force and obligations under not be affected and the parties shall negotiate in good faith to amend any such invalid, illegal or unenforceable provisions. 23.7 It is hereby acknowledged that this Agreement except with the prior written approval of Licensor, such approval being within contains the sole discretion of Licensor. 11.3 All notices to be served under this Agreement shall be delivered by hand, or sent by first class pre-paid registered post (airmail, if overseas) to the address of Licensor or of Licensee as set out in the Key Terms above or to such other address as the addressee may have notified to the other party for the purpose of this Clause. A notice shall be deemed to have been served (i) if delivered by hand on the date of delivery; or (ii) if posted by pre-paid registered post the time terms and date of actual recorded delivery. 11.4 This Agreement and its contents are strictly confidential and, subject to 11.1 above, neither party shall disclose the Agreement or its contents including, for the avoidance of doubt, the financial terms to any third party without the consent of the other party. 11.5 This Agreement is to be governed by and construed in accordance with the laws of England and is subject to the exclusive jurisdiction of the English Courts. 11.6 This Agreement which expressly incorporates Appendix 1 hereto contains constitutes the entire agreement of existing between the parties and cancels and that it supersedes any previous agreement all prior agreements, understandings or arrangement arrangements made between the parties whether oral or in writing relating with respect to the subject matter of this AgreementRights in the Programme. It is expressly declared further acknowledged that no variations any amendment, modification, discharge, waiver or variation of this Agreement agreement shall only be effective unless agreed binding if made in writing and signed by the duly authorised representatives or on behalf of the parties hereto. 11.7 No waiver of any term or condition of both Licensor and Licensee. It is agreed that: (i) no party has entered into this Agreement on any representation, warranty, or any breach of this Agreement or any part thereof shall be deemed a waiver undertaking of any other terms party which is not expressly set out or conditions referred to in this Agreement, and (ii) this clause shall not exclude any liability for, or remedy in respect of this Agreement or of any later breach of this Agreement or any part thereoffraudulent misrepresentation. 11.8 All clause headings included 23.8 This Agreement is made between principals and nothing in this Agreement are for convenience only is intended to or shall operate to create a partnership or joint venture between Licensor and are not Licensee in respect of the Programme or otherwise, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way or to hold itself out in any manner which would indicate or imply any such relationship with the other. 23.9 Except insofar as this Agreement expressly provides that a part third party may in his own right enforce a term of this Agreement, and shall a person who is not be used a party to interpret this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any provision term of this AgreementAgreement but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.