MISCELLANEOUS Clausole campione

MISCELLANEOUS. The delay or failure of either Party to enforce at any time or for any period of time any of the provisions of this agreement shall not be construed as a waiver of such provisions or of the right of the Party to thereafter seek their enforcement. The Parties claim that all rights that allow the signing and performance of this agreement and that allow the other Party to perform the obligations set forth herein, belong to them. Each Party claims that the signing and performance of this agreement and the rights set forth herein do not compromise any third party rights. If one or more of the provisions of this Agreement should be or become invalid or impracticable, the validity of the remaining provisions shall not be effected. The Parties shall in good faith make any efforts to replace the invalid or impracticable provision by an effective provision which must closely approximate to the purpose of this Agreement. IZSVe and the Company will act all times as independent contractors. Nothing contained herein shall be construed or applied so as to create the relationship of principal and agent or of employer and employee between IZSVe and the Company or any partnership or joint-venture. Neither Party shall make any commitment or incur any charge or expense in the name of the other Party. This Agreement and the rights and duties set forth herein may not be assigned, transferred, delegated or sub-contracted by either Party without the written consent of the other Party. For anything not expressly regulated by this contract, the parties will make exclusive reference to the legislation in force in the Italian legal system, in particular the laws of the Civil Code and the general conditions of contract available on the Institute's website (▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇) and subsequent amendments and / or additions. This Agreement may be amended, modified, superseded or canceled, only by a written instrument executed by each Party’s duly authorized representatives. All notices and communications related to this agreement shall be made by registered or certified letter, return receipt requested, telecopier or electronic transmission confirmed in writing by register letter and shall be addressed as follows (or to other address as may hereafter be designed by written notice): If to IZSVe: Att. Dr. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Istituto Zooprofilattico Sperimentale delle Venezie Viale dell’Università 10 ▇▇▇▇▇ - ▇▇▇▇▇▇▇ (▇▇) ▇▇▇▇▇ email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ...

MISCELLANEOUS. 1. Place of fulfilment for all deliveries and performances is the place of destination specified by us. 2. The contractual relationship shall be governed by the laws of Italy, excluding the Italian conflict of laws rules and the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG). All disputes between the Parties shall be heard and resolved by a court of competent jurisdiction in Milan, Italy. Notwithstanding the foregoing, we will also be entitled to bring suit against the Supplier at any other court of competent jurisdiction. 3. If a specific provision of these terms and conditions is or becomes invalid, the remaining terms and conditions shall remain valid. The Parties commit themselves, in good faith, to replace any invalid provision with a valid provision that has an economic result equivalent to the original provision. 4. In the event of any inconsistency or discrepancy between the Italian version and the English version of these terms and conditions, the Italian language version shall prevail.

MISCELLANEOUS. Any provision of this Agreement that is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction only, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal or unenforceable in any other jurisdiction. Any waiver of, or promise not to enforce, any right under this Agreement shall not be enforceable unless evidenced by a writing signed by the Discloser. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and their successors and assigns. In the event this Agreement is translated for informational purposes, the Recipient hereby acknowledges and agree that the English version is the original language. In the event of a conflict of any purported inconsistency, the English version will prevail and shall be the binding version. This Agreement constitutes the final, entire, and exclusive agreement concerning the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, written or oral, between Recipient and Discloser and/or Sponsor with respect thereto. Any modification, rescission or amendment of this Agreement shall not be effective unless made in writing executed by both parties. Each party agrees that it shall not make a public announcement of this Agreement, or any other agreement between the Parties, the discussions or the potential relationship, without the prior written consent of the other parties, except as may be required by any applicable law, rule or regulation of any governmental body. This Agreement shall not be construed as evidence of an intention to enter into business relations or transactions. The parties are independent contractors. This Agreement does not create any employment relationship, partnership or principal-agent. IN WITNESS WHEREOF, the Recipient hereto acknowledges that the representative named below has the authority to execute this Agreement on behalf of the Recipient to legally bind the Recipient to the terms of this Agreement. Dr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Institution: Azienda Ospedaliera Universitaria ▇▇▇▇▇ - Istituto di Ricovero e Cura a Carattere Scientifico Signature : Signature: Print Name: Dr ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: MD Title: CEO Date: Address for notice: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 2...

MISCELLANEOUS. 9.1. This rental agreement is governed by Italian law, in the event of a conflict in the interpretation between the Italian version and any courtesy translation of this rental agreement, the Italianversion will prevail over the others. 9.2. The Lessor, insofar as it is pertinent, authorizes the Customer to use the Vehicle, for the purposes referred to in the Contract, in all countries where the insurance green card is valid.

MISCELLANEOUS. Amendments

MISCELLANEOUS. 19.1 The delay or failure of either Party to enforce at any time or for any period of time any of the provisions of this agreement shall not be construed as a waiver of such provisions or of the right of the Party to thereafter seek their enforcement. 19.2 The Parties claim that all rights that allow the signing and performance of this agreement and that allow the other Party to perform the obligations set forth herein belong to them. Each Party claims that the signing and performance of this agreement and the rights set forth herein do not compromise any third Party rights. 19.3 With regard to the real purpose pursued by the Parties, if, after the conclusion of this Agreement, one or more clauses should prove to be invalid or void, in whole or in part, the Agreement shall remain valid and the clauses found to be invalid or void shall be replaced by fully valid and effective provisions, unless such clauses are of an essential nature. 19.4 IZSVe and the Company will act all times as independent contractors. Nothing contained herein shall be construed or applied so as to create the relationship of principal and agent or of employer and employee between IZSVe and the Company or any partnership or joint-venture. Neither Party shall make any commitment or incur any charge or expense in the name of the other Party. 19.4 This Agreement and the rights and duties set forth herein may not be assigned, transferred, delegated or sub-contracted by either Party without the written consent of the other Party. 19.5 This Agreement may be amended, modified, superseded or canceled, only by a written instrument executed by each Party’s duly authorized representatives. 19.6 For anything not expressly regulated by this contract, the Parties will make exclusive reference to the legislation in force in the Italian legal system, in particular the laws of the Civil Code and the general conditions of contract available on the Institute's website (▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇) and subsequent amendments and/or additions. 19.7 All notices and communications related to this agreement shall be made by registered or certified letter, return receipt requested, telecopier or electronic transmission confirmed in writing by register letter and shall be addressed as follows (or to other address as may hereafter be designed by written notice):

MISCELLANEOUS. To act in a professional manner at all times and maintain confidentiality of information. Maintain appropriate awareness of and work effectively within the University’s policies and procedures, participating in appropriate processes, i.e. Performance Development Review, continuing professional development. Act in support of the University’s Health, Safety and Environment policy by working safely and following the procedures and codes of practice derived to protect you and others. Adhere to the University’s Equality and Diversity policy for staff and students and operate in accordance with the Equality Act 2010. Willingness to take responsibility where necessary. Perform other duties occasionally which are not included above but will be consistent with the role and grade.

MISCELLANEOUS. Confidential information: The Recipient shall not give, sell, share, release, convey, or otherwise distribute the Material and/or any accompanying Confidential Information to any third party without the prior written permission of IZSVe The Recipient acknowledges that IZSVe may withhold its consent for any reason it deems necessary and is not obliged to give the reason thereof.

MISCELLANEOUS. (a) This Agreement constitutes the entire agreement and understanding of the Parties with respect to its subject matter and supersedes all oral communication and prior writings (except as otherwise provided herein) with respect thereto. (b) This Agreement is executed by way of exchange of correspondence in English and Italian languages. In case of any discrepancy between the English and the Italian version, the English version shall prevail.