Terms and Conditions applying to business conducted by Birley HIA
General, detailed, and standard confidentiality agreement
All our invoices include a payment due date. After that date we apply late payment interest according to UK Late Payment Legislation (1998 amended 2002 according to EC Directive). The law and the interest calculations are described on the The Better Payment Practice Campaign. The stipulated contractual interest rate varies but is typically 8+2% annual. Interest is charged on the total including VAT using the calculator on the website. We are also entitled to charge £40 (<£1000), £70 (<£10,000) or £100 (>£10,000) compensation for having to chase the invoice.
We offset unavoidable plane travel using the most reputable method we can find. This is usually by retiring carbon credits. We charge the cost of offset to our customers whenever we can as a necessary business expense.
We maintain substantial professional indemnity insurance and public liability insurance.
1.1. Scope: This document defines the general terms (and provides additional explanation to clarify and amplify those terms) that shall apply to all consultancy agreements and retainer contracts involving Birley HIA. These clauses are incorporated into and form an integral part of our contract.
1.2. The parties: Birley HIA of England (hereinafter known as ‘Birley HIA’, or ‘we’ or ‘us’) and the Client: ‘the Client’ is the party with whom a contract of supply exists.
2. Statement of Professional Standards
2.1. Birley HIA will conduct its business in accordance with the Code of Ethics of the International Association of Impact Assessment (IAIA) and the international standards for ethical medical research. Likewise, the Client will maintain best international practise with regard to the collection, management and use of information. Birley HIA will have the right to resign its contract in such circumstances if, in its judgement, it is unable to proceed with the contract and maintain its professional standards. Birley HIA shall receive payment in full for hours worked and expenses incurred to the date of disclosure, including all due contract stage payments but not including any entitlement to pro-rata payment for any amounts payable on completion such as performance fees or terminal payments.
2.2. Birley HIA reserve the right to withdraw from contracts where, in our view, ethical standards are in doubt.
2.3. We expect all impact assessments to be conducted openly and for the benefit of affected communities to the full extent possible without breaching client confidentiality or competitiveness.
2.4. We seek to minimise our ecological and carbon footprint through careful use of resources and modes of transportation. Birley HIA regard climate change and poverty as major determinants of health.
3.1. Except when otherwise agreed in writing, Birley HIA enters into agreements to participate in bids on a non-exclusive basis.
4.1. All commitments with respect to the timing and scope of a project given to the client by Birley HIA – whether verbal or written – are made in good faith but are made necessarily in advance of knowing the full scope of the difficulties that may arise (for example, unforeseeable difficulty in obtaining certain information). For this reason, while Birley HIA agrees to use its best endeavours to fulfil such commitments to clients on the timing and the scope of consultancy and other projects, we cannot always guarantee performance in either respect.
4.2. Where the contract specifies that our service will be provided by a named individual, Birley HIA agrees to take all reasonable steps to ensure that this person will remain on this assignments for the full length of the contract. We further agree to obtain the client’s agreement to any significant substitution of personnel that is necessitated by unforeseen circumstances – such as staff sickness.
5.1. Birley HIA agrees to hold all information provided by the Client confidential where the client so specifies (save where such information is known to Birley HIA already, or exists already in the public domain) until either (a) the information enters the public domain, or (b) we are given the same information by a third party. or (c) we are released from its confidentiality requirement by the client, or (d) the client is found in breach of contract with Birley HIA by a court of law (including non-payment of account).
5.2. The client agrees to hold confidential all information about Birley HIA’s proposal(s), fee structures, fees and personnel.
6. Materials Supplied
6.1. Birley HIA agrees to handle any materials such as documents, supplied by the client to Birley HIA, in a responsible fashion, and return them to the client upon request. However, we will not be responsible for any wear or tear occasioned nor for any loss or theft that might occur. All such material is supplied at the client’s own risk and no liability for any financial restitution for any direct or indirect value is accepted, nor any consequential loss.
7. Conflict of Interest
7.1. Birley HIA will decline any third party contract that would create a conflict of interest with the client’s previously agreed instructions.
7.2. Birley HIA warrants to bring to the attention of the client any conflict of interest that may arise between the client’s instructions and the terms under which Birley HIA is acting, or has acted, for another client at the time that it becomes apparent to Birley HIA officers (where such third party instructions were received prior to the client’s instructions). The client will then be free to vary his contract with Birley HIA in the light of this revelation to the extent that it is affected by the potential conflict of interest. Such a declaration by Birley HIA will be general in nature, so as not to prejudice the confidentiality with the third party.
7.3. Birley HIA will have the right to resign its contract in such circumstances if, in its judgement, it is unable to proceed with the contract and maintain its fiduciary duty. Birley HIA shall receive payment in full for hours worked and expenses incurred to the date of disclosure, including all due contract stage payments but not including any entitlement to pro-rata payment for any amounts payable on completion such as performance fees or terminal payments.
8. Rights of Ownership
8.1. Birley HIA warrants that all personnel will be employed on terms that protect the Clients intellectual property rights.
8.2. Birley HIA has a substantial body of intellectual property built up over a period of more than 25 years. This ‘underlying IP’ includes, but is not limited to, databases, analyses, reports, evaluations, photography, PowerPoint slides, training courses, charts and graphs, held both electronically and on paper. When a client contracts with Birley HIA to provide consultancy services, this does not transfer any of Birley HIA’s underlying IP to any client under any circumstances.
8.3. Notwithstanding any payments received from the client, all rights of ownership to all materials prepared by Birley HIA, whether written or not, shall remain the property of Birley HIA: copyright and distribution rights are reserved by Birley HIA at its sole discretion, except where these rights are explicitly stated in writing to have been waived, or where the contract between Birley HIA and the client explicitly so provides, or where the material is so endorsed by Birley HIA.
8.4. Birley HIA, however, grants a royalty free licence, without prejudice to its position under the previous paragraph, to the client to copy freely any material provided by Birley HIA as part of work wholly commissioned by the client provided that distribution of these copies is exclusively within the client’s particular organisation.
8.5. This clause shall apply to all reports, including the final client report, and all presentation materials. It shall also apply to any audio or videotaping of any presentations made by Birley HIA for the client.
8.6. The right to distribute copies of Birley HIA material internally within the Client’s organisation does not extend to multi-client and off-the-shelf market research reports which have been bought from Birley HIA. Additional copies of such reports for internal distribution are available, at the time of purchase or later, at greatly reduced cost.
8.7. The client’s interests in respect of this clause and any materials provided by the client to Birley HIA are protected by Birley HIA’s blanket confidentiality commitment in respect of the dissemination of any and all materials related specifically to the client’s affairs outlined above.
9. Time Basis for Contracts
9.1. Where applicable, activity time is calculated inclusive of travel time from the prior non-client activity (such as from the consultant’s home, office, or third party premises).
9.2. The unit of activity is normally the Hour, except where otherwise agreed in advance. Our working Day is eight Hours, inclusive of a break for lunch.
9.3. Activity time includes all office time spent acting for the client.
9.4. Where the unit of activity is by the Hour, all travel, office, administrative, preparatory, production and telephone time in addition to actual client meetings and external interviews, are chargeable at the agreed hourly rate for the individual concerned.
9.5. Activity logs will be provided to clients upon request.
9.6. Travel days are charged at the normal fee rate. Long-haul flights are undertaken in Business Class accommodation or its equivalent. BHIA expect that appropriate HSSE procedures will be adopted to ensure the health and safety of our own personnel in the field.
10.1. Birley HIA contracts with clients stipulate whether they are ‘fixed price’ (i.e. all expenses will be included within the pre-negotiated fee and not charged supplementary to the client) or ‘fee plus expenses’ – in which case expenses are levied in addition to our agreed fee. This section provides clarification of our standard policy on what expenses will be claimed and how.
10.2. We do not levy a fixed daily dislocation charge.
10.3. In the case of ‘net of expenses’ contracts, Birley HIA is hereby authorised to incur, without prior notice to the client, ‘reasonable’ travel expenses (as outlined below) in performing the client’s instructions. The client agrees to reimburse these in addition to the contract fee.
10.4. All expenses are payable for the total activity time (as defined above): i.e. including travel to and from the client or travel to and from third parties on behalf of the client.
10.5. Invoices for expenses will normally be presented monthly. Birley HIA may, at its sole discretion, choose exceptionally to present invoices more or less frequently, to reflect the level of expense incurred.
10.6. Expenses incurred in foreign currency will be billed at the actual exchange rate obtained (gross rates, including commission, handling charges etc, will be used) except where this rate is not immediately available, such as for some credit card charges, when either the last rate obtained or an estimated rate will be used at Birley HIA’s discretion.
10.7. Expenses are reimbursable immediately and the client accepts that they are not subject to any credit terms or delayed payment clauses that may relate to some or all of our professional fee.
10.8. ‘Reasonable’ travel expenses are those generally applied within international corporations for their senior executives. For illustrative purposes, they include Business Class international air travel for long-haul flights (more than eight hours), Economy (or ‘coach’) class short-haul and internal flights, accommodation and incidental costs within a hotel suitable for international business affairs, all meals at an equivalent grade of premises, 2nd class rail travel in developed nations, 1st class rail travel in developing nations, and taxis. Where appropriate to the circumstances, we reserve the right to vary the class of travel to meet the business need.
10.9. Allowable expenses are charged to the client at the gross invoice value. Expenses will be charged inclusive of any sales taxes (or similar fiscal levies) where these are payable by us, whether or not we may be able to subsequently reclaim any part of these. VAT (and any other relevant tax) will be added to the invoice amount in line with current government legislation at the rate ruling at the time of invoice.
10.10. Any additional charge for incidental expenses such as telephone, fax, copies of client commissioned reports, and presentation materials would normally be waived, except where such costs represent a significant proportion of the project value; such basis to be agreed by the client in advance.
10.11. The client should note that travel fares are sometimes charged on the basis of travel to and from Birley HIA premises, which may not be the actual journey made, as our consultants may be travelling from a location required for another client’s business.
10.12. Birley HIA employees are required to obtain receipts for expenses wherever practical. These are retained by Birley HIA and are available for inspection by the client upon his request.
11.1. The remuneration structure agreed between the client and Birley HIA may be based on a number of methods. These are a ‘retainer’, a ‘fixed fee’, or a ‘time based rate’ (e.g. day rate, also known as a per diem fee, or an hourly rate), and an ‘introduction fee’.
11.2. The client agrees to pay Birley HIA according to the fee structure outlined in Birley HIA’s project proposal, as amended by subsequent written correspondence.
11.3.’ Retainer fee’ shall be defined as a payment made to secure Birley HIA’s services for a fixed period of time. The retainer shall be automatically renewed except where either party gives the appropriate notice, or is in breach of the contract, or where otherwise defined in the specific terms of the contract.
11.4. ‘Fixed fee’ contracts cover the performance of an agreed service as outlined in our Project Proposal for an agreed remuneration. Extra time incurred by Birley HIA in the performance of the ‘fixed fee’ component of a contract shall be borne by Birley HIA. The fee shall be fixed in the currency in which the quotation is made, regardless of exchange rate movement.
11.5. The ‘daily rate’ and ‘hourly rate’ shall be charged in accordance with the criteria defined above.
11.6. Where Birley HIA introduces the client to a third party, which Birley HIA identifies to the client as a potential ‘partner’ (as defined in 10.8), Birley HIA shall receive a payment from the client by way of an ‘introduction fee’. The fee shall be triggered under the circumstances defined in the particular contract with the client.
11.7. Finder’s fees, brokerage fees and success fees shall be subject to a 0.5% or £50,000 minimum, whichever is the greater, except where otherwise agreed.
11.8. In the context of this clause, ‘partner’ shall include, but not be limited to, all of the following: companies and individuals with whom the client concludes a collaboration agreement; businesses acquired, whether for cash or equity; licensees and cross-licensees of intellectual property rights; joint-venture partnerships; distribution agreements with wholesalers, distributors and sales or marketing agents.
11.9. Where Birley HIA provides an introduction whilst acting on behalf of the client that may lead to a right to a finder’s fee subsequent to the completion of the assignment with the client, Birley HIA shall be entitled to the said introduction fee whenever the agreement between the parties is concluded.
12. Cancellation Rights
12.1. The contract shall be regarded as a whole unless there are break points within it agreed in advance or it is divided into stages or where it is subject to periodic renewal. Where no such division is agreed in advance and stipulated in the contract, the client shall be liable for the totality of the value of the contract – including all expenses incurred to the date of cancellation – whether or not the client wishes the work to be completed.
12.2. If a consultancy contract is expected to be for an extended period or to have phases contingent upon the results of earlier work, it will normally be divided into stages or subject to periodic renewal. Where such divisions apply, either party may choose not to continue the contract into the next phase without penalty (unless otherwise provided in the specific contract). Where such cancellation is by Birley HIA the client shall be entitled to a refund of that proportion of any advance of fees that relate to the remaining part of the contract.
12.3. Annually renewed service contracts and retainers shall be renewed automatically for a further 12 months unless either party gives the other the minimum notice of termination set out in the individual contract or in the absence of such a provision 90 days notice.
12.4. Where the client cancels, the client shall pay for all stages of the contract that have been commenced. Should he choose not to have work completed on the stage underway prior to cancellation he remains liable for payment in full of this stage. The client also agrees to pay all expenses incurred, whether or not these relate to the stages cancelled or to any prior stages.
12.5. Where performance under the contract of Birley HIA’s service is contingent upon the availability of a specific Birley HIA employee or Associate, the client shall have the right to cancel the contract if the person or persons essential to the timely completion of the project is unable to carry out the agreed function within a period of sixty days of the agreed deadlines due to ill health or other reason. In such circumstances the client shall not be liable for any further payment of fees but Birley HIA shall be entitled to retain payments already made in lieu of work carried out to date and to recover all reasonable expenses incurred up to the date of cancellation.
12.6. Specific terms apply to cancellation in the event of a conflict of interest, client insolvency, illegal activities or force majeure.
12.7. In the event of cancellation, expenses incurred referred to in this Clause shall be interpreted as including all monies spent on behalf of the client plus all spending irrevocably committed to on the client’s behalf by Birley HIA up to the date of cancellation plus any cancellation charges that may be levied by third party suppliers as a result of the contract cancellation.
13. Payment Terms
13.1. The client agrees to be bound by the payment terms stipulated in the contract.
13.2. If the client fails to make any final payment without giving notification of due cause, then Birley HIA will withhold delivery of any final reports and will not be responsible for any inconvenience, loss or damage so caused.
13.3. In respect of any delays in interim payments attention is drawn to the late payment Clause.
13.4. The currency of payment will be stipulated in the client contract. Both parties agree to accept this in respect of all invoices and payments.
13.5. Unless otherwise explicitly provided by an individual contract, no account will be taken of any exchange rate fluctuations during the life of the contract. Each party accepts as their own responsibility the variation, whether favourable or unfavourable, that they may see in local currency terms in respect of the contract.
13.6. The client’s responsibility is for payment to Birley HIA of the full amount agreed. The client agrees to adjust all payments to take into account any charges levied (such as may be made by the transferring bank), such that the full amount is received by Birley HIA. The client accepts that Birley HIA shall be entitled to recover all deducted amounts.
13.7. The client agrees to make payment by the method stipulated in the contract to the location stipulated in the contract. Birley HIA shall be entitled to recover any costs caused by any client variations in this respect not agreed in advance.
13.8. The client agrees to pay all government taxes and duties, regardless of origin, that may apply to all payments to Birley HIA. The client further agrees that, should there be a change in type or value during the life of the contract, whether favourable or unfavourable to the client, he will be responsible for them in totality. Each party will be responsible for recovering his own entitlements in respect of pre-payments (for example in respect of VAT or sales tax).
13.9. Birley HIA shall be entitled to charge interest at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 from the date payment was due until payment is made, on all amounts that remain unpaid 30 days after the agreed payment date.
13.10. In the absence of any other agreed payment terms, all invoices shall be payable in full within 30 days of the date of the invoice.
14. Stage Payments
14.1. Most contracts that extend across several months provide for stage payments. These are negotiated in advance as part of the normal discussions prior to agreement of the contract.
14.2. Birley HIA shall have the right to suspend all work on behalf of the client should these payments not be made on time to the agreed schedule. Any adverse impact that this suspension has upon the completion schedule or the quality of the product for the client shall be at the client’s sole responsibility. This right applies not just to the contract in arrears but also any to other contracts with the client, whether or not payments against these contracts are in arrears.
14.3. In particular, clients should note that where it has been agreed that payment of all or part of a contract is to be made ‘in advance’ work will not commence on the client’s behalf until payment is actually received.
15. Liability for Advice Given
15.1. Birley HIA provides information, advice and services in good faith based upon information available at the time. We do not warrant the accuracy of information provided. It is for the client to decide whether or not to accept our advice in making his own decision. We advise that any data critical to a decision should be independently verified prior to being acted upon. Therefore Birley HIA accepts no liability for the consequences of its information opinions and advice whether direct or indirect.
16.1. Birley HIA shall have the right, without further reference to the client, to publicise the fact that the client is, or was, a client and to utilise the client’s name in publicity materials in this respect. Birley HIA may also describe in general terms the type of work conducted for the client, but shall not be permitted to link the two without the prior permission of the client.
16.2. Wherever the results of any commissioned work are cited by the client, the client agrees to make due reference to Birley HIA so as to make it clear who carried out the work, except where Birley HIA explicitly waives this right. This provision is notwithstanding the over-riding position over ownership of said product (outlined in Rights of Ownership, above).
17. Recruitment of Personnel
17.1. Each Party undertakes not to attempt to solicit or procure the services of staff employed by the other party who are involved in the performance of this contract during the course of this contract and for a period of six months thereafter without the written permission of the other party.
17.2. The client agrees to pay Birley HIA a ‘finders fee’ should the client recruit a Birley HIA consultant to a paid employment position within two years of the conclusion of any work on behalf of the client by that Consultant or of that Consultant being introduced to the client whichever is the later.
17.3. In respect of this clause, the definition of ‘Consultant’ shall include all Birley HIA employees and Associates that are involved in the provision of services to the Client under this or any other contract.
17.4. The ‘finders fee’ shall be 30% of the first year’s gross remuneration payable by the Client or its Associates to the Consultant.
18.1. Birley HIA shall have the right to discontinue immediately all work for the client should he or another person petition for his bankruptcy, or he be declared insolvent, or he be placed into administrative receivership or be generally unable to pay his bills as they become due.
18.2. In these circumstances Birley HIA will also be entitled to have a general lien on all goods and property of the client that is within Birley HIA’s possession and, following 14 days notice to dispose of such goods and property in such manner and at such prices as Birley HIA thinks fit and to apply the proceeds towards such debts.
19. Illegal activities
19.1. Birley HIA will not carry out any illegal activities on behalf of the client. Any requirement in this respect will nullify this contract in respect of performance and Birley HIA will be entitled to recover in full its fee and expenses.
19.2. The client agrees not to make any illegal use of any information provided by Birley HIA.
19.3. Neither party shall be liable to the other for any indirect, special or consequential damages.
20. Limitation of liability
20.1. Without prejudice to other more restrictive limitations elsewhere in this contract, liability on the part of Birley HIA is limited to the value of the contract with the client or the value of the loss whichever is the smaller. Birley HIA accepts no liability for the consequences of its information, opinions and advice, whether direct or indirect.
21. Force Majeure
21.1. Whilst Birley HIA agrees to use its best endeavours to perform the contract for the client as specified, Birley HIA will not be responsible for any delays or failure to complete the contract which are beyond Birley HIA’s control and which could not have been reasonably predicted.
21.2. Where the delay caused by third party events outside either party’s control or influence causes such delay that the purpose of the contract is wholly or significantly destroyed, either party shall be entitled in these circumstances to cancel the remaining portion of the contract. In such circumstances the client will not make any further payments of fees but there will be no refund of payments already made (including any payments for that part of the contract that remains unfulfilled) and Birley HIA will be entitled to recover any costs already incurred.
22.1. Any disputes or claims shall be governed by and construed in accordance with English law and the jurisdiction of the English courts.
22.2. Both parties also agree that all disputes arising with respect to this contract will be arbitrated upon within the English legal system.
23.1. The failure by either party to enforce at any time or for any period any one or more of the terms and conditions of this agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this agreement.
24. Integral part of contract
24.1. The client, in signing the contract, accepts that all of these terms have been read, understood and agreed.
24.2. The client agrees that all of the above terms form part of the contract between Birley HIA and the client, except where explicitly excluded or modified by the contract and shall take precedence over and shall not be varied by any other means including any terms or conditions that the client may from time to time apply to suppliers.
Standard Confidentiality Agreement applicable to sub-contractors of Birley HIA
This Confidentiality Agreement (“Agreement”) is entered into on [ ] 2009 (“Effective Date”) between:
(i) [ ] having its principal place of business address at [ ](“Discloser”); and
(ii) [ ], having its principal place of business address at registered office at[ ](“Recipient”).
Discloser and Recipient are hereinafter sometimes referred to individually as “Party” and collectively as “Parties”.
A The Parties want to discuss the possibility of establishing or furthering a business relationship in connection with the subject matter described in the Schedule and Discloser will disclose to Recipient information which is strictly confidential to Discloser; and
B Discloser will only disclose to Recipient information subject to the terms of this agreement.
AGREED between the parties as follows:
Clause 1 – Definitions
1.1 In this Agreement, the following words and phrases shall have these meanings:
“Commercially Sensitive Information” means the Confidential Information listed in the schedule .
“Confidential Information” means all confidential information disclosed orally or in tangible or intangible form including but not limited to analyses, compilations, forecasts, business strategies, financial and technical information. This will include information disclosed before as well as afer the signature of this Agreement or that ought to be considered as confidential however it is communicated and on whatever media it is stored.
“FOIA” means English statute known as the Freedom of Information Act 2000 and any secondary legislation made under that Act from time to time together with any guidance and/or codes of practice issued by the Information Commissioner in relation to such legislation;
“Information” has the meaning given under section 84 of the Freedom of Information Act 2000;
1. Any information disclosed by Discloser to Recipient in connection with the subject matter described in the Schedule , and any other information of technical or financial nature (“Confidential Information”), shall be the sole property of Discloser, without need for it to be marked as confidential or as the property of Discloser. Confidential Information shall include information made known orally, visually or electronically.
2. During a period of five (5) years from disclosure or receipt, Recipient shall keep the Confidential Information shall be kept in strict confidence. Recipient will not disclose Confidential Information to anyone in any manner or use the information for any purpose other than a business relationship between the parties.
Recipient may disclose the Confidential Information on a need-to-know basis to its employees and to those of its Affiliate(s). Recipient shall maintain adequate internal procedures, including appropriate binding agreements with its employees (and those of its Affiliate), to protect the Confidential Information from unauthorized disclosure and use. Recipient shall notify its employees (and those of its Affiliate) to whom the Confidential Information has been disclosed of the obligations created by this Agreement. Recipient will only disclose the Confidential Information to persons who are not its employees or those of its Affiliate, with the prior written authorization of Discloser.
3. Recipient shall have no obligation as to Confidential Information that (i) is shown by documentary evidence to have been previously known to Recipient at the time of disclosure, (ii) or is lawfully obtained from a third party without restriction on use or disclosure, (iii) or is or becomes public knowledge through no fault of Recipient, or (iv) is disclosed pursuant to any judicial or governmental requirement or order, provided that Recipient takes reasonable steps to give Discloser sufficient prior notice in order to contest such requirement or order. If Discloser is not successful in contesting such order, Recipient shall make reasonable efforts to obtain assurance that confidential treatment shall be accorded the Confidential Information so disclosed.
4. The disclosure by Discloser to Recipient does not grant Recipient any right other than to use the Confidential Information in the manner agreed and Recipient is not granted any rights to Discloser’s trademarks, inventions, copyrights, patents etc). Ownership of all tangible forms of the Confidential Information and any copies remains with Discloser. This Agreement does not bind either Party in any way to proceed with a business relationship.
5. Recipient shall use the same degree of care to avoid unauthorized disclosure of the Confidential Information as it employs with respect to its own confidential/proprietary information of like quality and nature, but shall exercise no less than a reasonable standard of care.
6. It is understood and agreed that Discloser does not wish to receive from Recipient or its employees any information which Recipient (or its employees or a third party) deems proprietary or confidential.
7. Upon expiry of the five-year period, Recipient shall promptly return or at any earlier time at Discloser’s request, certify the destruction of all the Confidential Information and copies, including without limitation specifications, notes and data furnished by Discloser.
8. This Agreement shall be governed by, and interpreted in accordance with, English Law.
9. This document contains the entire agreement between the Parties and supersedes any previous oral or written understandings, commitments or agreements pertaining to the subject matter hereof. The Agreement shall not be modified in any manner except by in writing signed by each of the Parties. Any provision herein which in any way contravenes applicable laws or regulations shall be deemed severable to the extent of such contravention, and shall not affect the remainder of the Agreement.
Schedule above referred to:
IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed by their duly authorized representatives on the date aforementioned.