OKRE Grant General Terms and Conditions

OKRE GRANT AGREEMENT

PART 2: GENERAL TERMS & CONDITIONS

• Definitions and interpretation
  • The following definitions apply in this Agreement:

Agreement means the grant agreement entered into by OKRE and the Awardee and which comprises Part 1: Special Terms & Conditions signed by OKRE and the Awardee and this Part 2: General Terms & Conditions together with any Schedules which are appended or referred to in Part 1 or Part 2 and which, when read together, constitute one and the same agreement.

Applicable Law means all laws, rules, regulations, codes of practice, research governance or ethical guidelines or requirements of regulatory authorities, as amended from time to time, which are applicable to this Agreement and the Project.

Award means the award referred to in paragraph 5 of Part 1 of this Agreement.

Awardee means the person identified in Part 1: Special Terms and Conditions.

Confidential Information means all information in whatever form disclosed (directly or indirectly), by or on behalf of the Disclosing Party, to the Receiving Party or its Group Companies, or their representatives (before or after the Effective Date), which is either identified as being of a confidential or proprietary nature or that ought to be considered as confidential, including:

1. the terms of this Agreement;
2. any scientific or technical information, concept, invention, design, process, procedure, improvement, technology or method of the Disclosing Party (or of any organisations with which the Disclosing Party collaborates);
3. any reports, data, know-how, works-in-progress, algorithms, designs, development tools, specifications, computer software, source code, object code, flow charts, databases and trade secrets of the Disclosing Party (or of any organisation with which the Disclosing Party collaborates or any of its Group Companies);
4. technical, financial and other information relating to the business, affairs, contacts, partners or suppliers of the Disclosing Party (or of any organisation with which the Disclosing Party collaborates or any of its Group Companies); and
5. any information, findings, data or analysis derived from Confidential Information.

Disclosing Party means a party to this Agreement when it discloses its Confidential Information, directly or indirectly to the other party.

Effective Date has the meaning given to it in paragraph 2 in Part 1 of this Agreement.

OKRE Requirements means any project specific requirements set out in paragraph 5 of Part 1, the requirements set out in clause 5below and any other instructions, requirements, policies, codes of conduct, guidelines, forms and other documents notified to Awardee in writing or set out on OKRE’s website as may be notified to Awardee from time to time (as such documents may be amended, updated or supplemented from time to time during the Term).

Final Report is defined in paragraph 5.2 of Part 2 of this Agreement.

Foreground IPR means any Intellectual Property Rights that arise or are developed by or on behalf of Awardee or Awardee (as the case may be) in the course of carrying out the Project, but excluding the Final Report.

Group means in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.

Group Companies means in relation to a company, the members of its Group.

Intellectual Property Rights means any copyright and related rights, patents, rights to inventions, registered designs, database rights, design rights, topography rights, trade marks, service marks, trade names and domain names, trade secrets, rights in unpatented know-how, rights of confidence and any other intellectual or industrial property rights of any nature including all applications (or rights to apply) for, and renewals or extensions of such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Project means the Project as described in the Project Proposal.

Project Proposal means the description of the Project set out in Schedule 1.

Receiving Party means a party to this Agreement when it receives Confidential Information, directly or indirectly, from the other party.

Working Day means a day, other than a Saturday, Sunday or public holiday in England, when banks in London and in the place of the Awardee’s establishment (as listed in Part 1) are open for business.

Working Hours means the period from 9:00 am to 5:00 pm on any Working Day.

• The following rules of interpretation apply in this Agreement:
  • In the event of any conflict between Part 1, Part 2 and/or any of the Schedules to this Agreement, the provisions of Part 1 shall override the provisions of Part 2 and any other Schedules.
  • A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
  • Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  • A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.
  • Any requirement for a party to use its “reasonable endeavours” shall be interpreted as a requirement for that party to use its reasonable and commercially prudent endeavours.
  • Words in the singular shall include the plural and vice versa.
• Commencement and duration
  • This Agreement shall, or shall be deemed to have, come into force on the Effective Date and, subject to earlier termination in accordance with its terms, shall continue in full force and effect until the expiry of the Term (unless the parties agree in writing an extension to this Agreement on the same terms).
• Award
  • In consideration of the delivery of the Project by Awardee, OKRE shall pay Awardee the Award in accordance with the payment schedule set out in Part 1, paragraph 5 and subject to Awardee’s satisfactory compliance with the terms of this Agreement (in particular the OKRE Requirements).
• Awardee’s obligations
  • Awardee warrants that the information given to OKRE in connection with the Project is true and acknowledges that OKRE grants the Award on this basis.
  • Awardee shall apply the Award solely and exclusively for the purposes of implementing the Project. Awardee agrees to reimburse OKRE in full if the Award is not used for this purpose.
  • Awardee shall deliver the Project with (i) reasonable skill and care and to the highest professional standards (ii) in compliance at all times with the terms of this Agreement, the reasonable instructions of OKRE and all applicable regulations and legislation in force from time to time. Awardee shall allocate sufficient resources to enable it to comply with its obligations under this Agreement.
  • Awardee shall comply with, and complete and return any forms or reports from time to time required by the OKRE Requirements.
  • Awardee shall not at any time do or say anything which damages or which could reasonably be expected to damage the interests or reputation of OKRE, its officers, employees, agents or contractors.
• OKRE Requirements
  • Awardee shall:
    • obtain OKRE’s prior written consent to all promotional activity, public statements or press releases issued by Awardee or on Awardee’s behalf in relation to the Project or any aspect of it;
    • where requested to do so by OKRE, acknowledge the granting of the Award by OKRE in any publicity about the Project; and
    • use its best endeavours to incorporate in a reasonably prominent place in all marketing materials and in any products or which Awardee may develop in connection with or as a result of the Award the following;
      • “Developed with the support of OKRE” or, if requested by OKRE “Supported by the OKRE Accelerator Scheme”; and /or
      • such other mention as OKRE may notify to Awardee from time to time in accordance with its visual identity;
    • not use OKRE’s logo for any other purpose without OKRE’s prior written consent.
  • [Awardee must submit to OKRE a written report within 4 weeks of the end of the Term (the “Final Report”) setting out:
    • progress made by Awardee towards implementation of the Project, including meeting any key performance indicators or milestones which may have been included in the Project Proposal; and
    • financial report regarding use and spent of any party of the Award already paid by OKRE to Awardee together with copies of any orders, receipts or invoices; and
    • overview of the key lessons learnt from the Project, including the development, use or impact of innovative techniques, approaches or technologies developed by Awardee.]
  • Awardee shall keep full and proper accounts and records of income and expenditure with regard to the Project and OKRE shall be entitled to receive copies of all information reasonably required on request (including, without limitation, bank statements, invoices, receipts and vouchers for expenditure incurred) and to audit the administration by Awardee of the Award and the Project.
  • Where OKRE requires more information or considers that any report and/or other documentation is not acceptable, or where OKRE believes that the performance of the activity undertaken is not in accordance with this Agreement, OKRE shall provide sufficient details to Awardee to enable it to rectify the situation. OKRE reserves the right to suspend or terminate (as the case may be) the Project and the Agreement in the event that Awardee is not able to rectify the situation to the satisfaction of OKRE.
  • Awardee undertakes to work with OKRE to monitor and evaluate progress made towards achieving the Project through regular communication, face to face meetings if required and progress reports and agrees to provide any relevant information related to the activities detailed in the Project Proposal as and when requested.
• Changes
  • Changes to the Project. If Awardee wishes to change the scope of the Project, Awardee shall submit details of the requested change to OKRE in writing and such change shall only be implemented if agreed in accordance with the provisions of clauses 2 and 6.3.
  • If Awardee requests a change to the scope of the Project, it shall send such request to OKRE in writing, accompanied by a written statement of the following matters:
    • the likely time required to implement the change; and
    • any other impact of the proposed change on the terms of this Agreement; and
  • OKRE shall withhold or give its consent to such change in its sole discretion. If OKRE allows Awardee to proceed with the change, Awardee shall do so, following a variation of this Agreement in writing reflecting the agreed change in accordance with clause 11.
  • Early termination of Project. In the event the Project is terminated early, Awardee must promptly notify OKRE. OKRE has the right to suspend payment of all or part of the Award in accordance with clause 2.2. Awardee must then submit a reconciliation in accordance with the OKRE Requirements and must repay any unspent part of the Award in accordance with the provisions of clause 7.4 regardless of whether OKRE expressly requests such repayment.
• Suspension, Withholding, Reduction and Repayment of the Award
  • OKRE may suspend payment of all or part of the Award to the Awardee in accordance with the provisions of clauses 4, 6.4and 11.3.
  • OKRE may reduce, withhold or claim a repayment (in full or in part) of the Award from Awardee if:
    • Awardee fails to comply with the terms of this Agreement or breaches any warranty under this Agreement;
    • the Project is terminated early without OKRE’s prior consent;
    • Awardee makes a change to the Project which OKRE has not approved;
    • there is any financial irregularity or fraud in the operation of the Project; or
    • there has been any overpayment of the Award.
  • OKRE will notify Awardee in writing of any decision it takes to reduce, withhold or claim a repayment of the Award or any part of it and will, if appropriate, arrange a meeting with Awardee to discuss the consequences of such decision.
  • If OKRE demands repayment of the Award or any part of it, Awardee shall make repayment within 30 days.
  • The Award is fully inclusive of any and all taxes (including VAT) that may be payable in connection with the award, receipt or use of the Award. Awardee will deduct any such taxes out of the Award and in no circumstances shall OKRE be required to pay any additional sums in respect of such taxes.  In the event that OKRE is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Award, OKRE shall deduct and account for such taxes before paying the remainder of the Award to Awardee and shall notify Awardee in writing of all such sums properly deducted.
• Intellectual Property Rights
  • All Foreground IPR will be owned by Awardee.
  • Notwithstanding any other provisions of this Agreement (including for the avoidance of doubt the confidentiality obligations in clause 10), OKRE may use and disseminate as it sees all or part of the key lessons learnt from the Project, including the development, use or impact of innovative techniques, approaches or technologies developed by Awardee as described in the Final Report.
• Liability and Indemnity
  • Nothing in this Agreement shall exclude or restrict the liability of any party to the other for death or personal injury resulting from negligence or for fraudulent misrepresentation or in any other circumstances where liability may not be limited under any applicable law.
  • Subject to clause 1, OKRE’s total liability to Awardee in respect of all losses arising under or in connection with this Agreement, whether in contract, tort, breach of statutory duty, or otherwise, shall not exceed the amount of the Award.
  • Provided that OKRE has paid the Award to Awardee in accordance with this Agreement, Awardee shall be responsible for all claims, costs, expenses, losses and liabilities howsoever arising in connection with the Project, the receipt and use of the Award and Awardee shall indemnify and hold OKRE harmless from and against all such claims, costs, expenses, losses and liabilities. OKRE shall have a duty to take all reasonable steps to mitigate any such claims, costs, expenses, losses and liabilities and Awardee shall be relieved from its obligations to indemnify OKRE under this clause 3 to the extent any such claims, costs, expenses, losses and liabilities arise from OKRE’s failure to take any such steps.
  • The provisions of this clause 9 shall survive termination of this Agreement, however arising.
• Confidentiality obligations
  • In return for the Disclosing Party making Confidential Information available to the Receiving Party, unless otherwise agreed in writing by the Disclosing Party, the Receiving Party undertakes to the Disclosing Party that it shall:
    • keep the Confidential Information secret and confidential;
    • not use or exploit the Confidential Information in any way except for the Project;
    • not directly or indirectly disclose or make available any Confidential Information in whole or in part to any person, except as expressly permitted by, and in accordance with the Agreement;
    • not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Project. Any such copies, reductions to writing and records shall be the property of the Disclosing Party;
    • not use, reproduce, transform or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means outside its usual place of business; and
    • ensure that any document or other records containing Confidential Information shall be kept at its premises and shall not remove or allow those documents and records to be moved from those premises.
  • The Receiving Party shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing Party from time to time) to safeguard the Confidential Information from unauthorised access or use.
  • The obligations in clause 1 shall not apply to Confidential Information to the extent such information:
    • is, or becomes, generally available to the public other than as a direct or indirect result of the information being disclosed by or on behalf of the Receiving Party in breach of the Agreement;
    • was available to the Receiving Party on a non-confidential basis prior to disclosure by the Disclosing Party;
    • was, is, or becomes available to the Receiving Party on a non-confidential basis from a person who, to the Receiving Party’s knowledge, is not under any confidentiality obligation in respect of that information;
    • was lawfully in the possession of the Receiving Awardee before the information was disclosed by the Disclosing Party; or
    • is developed by or for the Receiving Party independently of the information disclosed by the Disclosing Party.
  • Confidential Information shall not be exempted under clause 3 from restriction under this Agreement by reason only that:
    • some or all of the features of the Confidential Information (but not the combination and principle of it) are or become published or available to the public generally or are known to or in the possession of or are subsequently received by the Receiving Party; or
    • such information could be derived or obtained from information which is or becomes published or available to the public generally or is in the possession of or becomes available to the Receiving Party if so to obtain or derive it would require substantial skill, labour or expense.
  • The Receiving Party may disclose the Confidential Information to its officers and employees, or those of its Group Companies that need to know the Confidential Information for the Project, its professional advisers or consultants who are engaged to advise that party in connection with the Project, its contractors and sub-contractors engaged in connection with the Project on the basis that it:
    • informs those persons of the confidential nature of the Confidential Information before it is disclosed; and
    • procures that those persons comply with the confidentiality obligations in clause 1 as if they were the Receiving Party.
  • The Receiving Party shall be liable for the actions or omissions of anybody receiving Confidential Information pursuant to clause 5 in relation to the Confidential Information as if they were the actions or omissions of the Receiving Party.
  • Subject to the provisions of this clause 10, the Receiving Party may disclose Confidential Information to the minimum extent required by:
    • an order of any court of competent jurisdiction or any regulatory, judicial, governmental or other authority of competent jurisdiction;
    • to the extent applicable, the rules of any listing authority or stock exchange on which its shares or those of its Group Companies are listed or traded; or
    • the laws or regulations of any country to which its affairs are subject.
  • Before the Receiving Party discloses any Confidential Information pursuant to clause 7 it shall, to the extent permitted by law, give the Disclosing Party as much notice of this disclosure as possible. Where notice of such disclosure is not prohibited and is given in accordance with this clause 10.8, the Receiving Party shall take into account the Disclosing Party’s requests in relation to the content of this disclosure.
  • If so requested by the Disclosing Party at any time by notice in writing to the Receiving Party, or on termination or expiry of this Agreement, the Receiving Party shall:
    • destroy or, at the Disclosing Party’s discretion and instruction, return to the Disclosing Party all documents and materials containing, reflecting, incorporating or based on the Disclosing Party’s Confidential Information;
    • erase (to the extent technically and legally practicable) all the Disclosing Party’s Confidential Information from its computer and communications systems and devices used by it, or which is stored in electronic form (including where storage services are provided by third parties); and
    • confirm in writing to the Disclosing Party that it has complied with the requirements of this clause 9.
  • Nothing in clause 9 shall require the Receiving Party to return or destroy any documents and materials containing or based on the Confidential Information that the Receiving Party is required to retain by Applicable Law, or to satisfy the requirements of a regulatory authority or body of competent jurisdiction or the rules of any listing authority or stock exchange to which it is subject. The provisions of the Agreement shall continue to apply to any documents and materials retained by the Receiving Party pursuant to this clause 10.10.
  • The Disclosing Party reserves all rights in its Confidential Information. The disclosure of Confidential Information by the Disclosing Party to the Receiving Party does not give the Receiving Party or any other person any licence or other right in respect of any Confidential Information beyond the rights expressly set out in this Agreement.
  • Except as expressly stated in this Agreement, the Disclosing Party makes no express or implied warranty or representation concerning its Confidential Information, including the accuracy or completeness of the Confidential Information.
• Termination
  • Without prejudice to any other rights or remedies which OKRE may have, OKRE may terminate this Agreement without liability to Awardee or Awardee immediately on giving notice to Awardee if Awardee uses the Award or any part of it other than for the Project.
  • Without limiting its other rights or remedies, each party may give notice in writing to the other party terminating this Agreement with immediate effect if:
    • the other party commits any material breach of any of the terms of this Agreement and that breach (if capable of remedy) is not remedied within 30 days of notice being given requiring it to be remedied (and where such breach is not capable of remedy, the terminating party shall be entitled to terminate the Agreement with immediate effect);
    • an order is made or a resolution is passed for the winding-up of the other party or an administrator is appointed by order of the court or by other means to manage the affairs, business and property of the other party or a receiver and/or manager or administrative receiver is validly appointed in respect of all or any of the other party’s assets or undertaking or circumstances arise which entitle the Court or a creditor to appoint a receiver and/ or manage or administrative receiver or which entitle the Court to make a winding-up or bankruptcy order or the other party takes or suffers any similar or analogous action (in any jurisdiction) in consequence of debt; or
    • the other party ceases, or threatens to cease, to carry on its normal activities.
  • In any circumstances where OKRE has the right to terminate this Agreement it may instead, by serving written notice on Awardee, suspend the Project for a reasonable period.
  • Termination of this Agreement, however it arises, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination.
• Data Processing
  • In this clause:
    • “Data Protection Legislation” shall mean any applicable law relating to the processing, privacy and use of Personal Data, as applicable to either party or the Project under this Agreement, including the DPA and/or the GDPR, and/or any corresponding or equivalent national laws or regulations; and any laws which implement any such laws; and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; and all guidance, guidelines, codes of practice and codes of conduct issued by any relevant regulator, authority or body responsible for administering Data Protection Legislation (in each case whether or not legally binding);
    • “DPA” means the UK Data Protection Act 2018;
    • “GDPR” means the General Data Protection Regulation (EU) 2016/679; and
    • “Personal Data” means “personal data” (as defined in the Data Protection Legislation) that are processed under this Agreement.
  • Awardee shall not breach the Data Protection Legislation and shall not do or omit to do anything that might cause OKRE to be in breach of the Data Protection Legislation.
• Audit
  • Awardee will fully co-operate with and assist OKRE in meeting its audit and regulatory requirements by providing access for OKRE to any individual employed or engaged by Awardee and involved in the Project, and all other employees, consultants, agents and sub-contractors which Awardee engages in any way in relation to the Project, its internal auditors (which shall include, for the purposes of this Agreement OKRE’s internal audit, security and operational risk functions), its external auditors or any agents appointed by OKRE or its regulators (or any person appointed by such body) to conduct appropriate reviews and inspections of the activities and records of Awardee (and to take copies of all relevant records and documents) and to interview relating to the Award and the Project. Awardee shall maintain all records relating to this Agreement (including, without limitation, records relating to the Award and the Project) for a period of seven (7) years following the year in which the Project is completed.
  • Awardee shall bear its own cost in relation to any reasonable number of audits carried out by OKRE. Where any audit reveals any breach or non-compliance by Awardee, Awardee shall also bear the costs of OKRE carrying out such audit.
• General
  • Applicable Law. Each party shall procure that in carrying out its obligations under this Agreement, it will comply with all Applicable Law including those relating to modern slavery, anti-bribery and equality legislation. Non-compliance with this clause by one party shall not be sufficient justification for non-compliance with the rest of the Agreement by the other party.
  • Force Majeure. A party (the “Affected Party”), shall not be liable for failure to perform its obligations under this Agreement, nor be liable to any claim for compensation or damages, nor be deemed to be in breach of this Agreement, if such failure arises from an occurrence or circumstances beyond the reasonable control of the Affected Party (excluding an obligation to make payment) (a “Force Majeure Event”), provided that the Affected Party:
    • provides prompt written notification to the other party of the nature and extent of the Force Majeure Event causing its failure or delay in performance;
    • could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and
    • has used its reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under this Agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.
  • If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 30 days, the party not affected by the Force Majeure Event may terminate this Agreement by giving written notice to the Affected Party.
  • Notice given under this Agreement shall be in writing, sent for the attention of the person signing this Agreement and to the address given on the front page of this Agreement (or such other address or person as the relevant party may notify to the other party) and, subject to clause 14.7, shall be delivered either personally, by courier, by pre-paid, first-class post or by recorded delivery.
  • A notice is deemed to have been received:
    • if delivered personally, by courier or by recorded delivery, at the time of delivery; or
    • in the case of pre-paid first class post, 48 hours from the date of posting.
  • If deemed receipt under clause 5 is not within Working Hours the notice will be deemed to be received at the commencement of normal Working Hours, on the first Working Day following delivery. To prove service of notice, it is sufficient to prove that the envelope containing the notice was properly addressed and posted or handed to the courier.
  • A notice may be served by email and if no “out of office auto-reply” is received by the sender within one hour of transmission the notice will be deemed to have been delivered:
    • on the same Working Day if transmitted prior to 5:00pm on a Working Day in the recipient’s time zone; or
    • on the next Working Day if transmitted on a non-Working Day or at or after 5:00pm in the recipient’s time zone.
  • No partnership or agency. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
  • Assignment and other dealings. Neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
  • Entire agreement. This Agreement (including the recitals, the Schedules (if any), Part 1: Special Terms & Conditions and Part 2: General Terms & Conditions), contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.  No statements or representations made by a party have been relied upon by the other(s) in entering into this Agreement. However, nothing in this clause 10 shall operate to limit or exclude either party’s liability for fraudulent misrepresentation.
  • No variation of the Agreement shall be effective unless it is in writing and signed by a duly authorised representative of each party.
  • No failure or delay by a party to exercise any right or remedy provided under the Agreement or by Applicable Law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.  No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
  • If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.  If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.  Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
  • This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.
  • Transmission of an executed counterpart of this Agreement by email (in PDF, JPEG or other agreed format), shall take effect as delivery of an executed counterpart of this Agreement. If this method of delivery is adopted, without prejudice to the validity of the Agreement thus made, each party shall provide the other(s) with the original of such counterpart as soon as reasonably possible thereafter.
  • No counterpart shall be effective until each party has executed and delivered at least one counterpart.
  • Third party rights. Except as otherwise expressly provided for herein, no one other than a party to this Agreement shall have any right to enforce any of its terms.
  • Dispute resolution. If a dispute or claim (including non-contractual disputes or claims) arises out of or in connection with this Agreement or its subject matter or formation (“Dispute”), then the parties shall first attempt in good faith discussions to resolve the Dispute. If no such resolution is reached within a reasonable period, the parties shall follow the procedure set out in this clause:
    • a party shall give to the other(s) written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the Senior Officers of each party (as defined in Part 1: Special Terms & Conditions), shall attempt in good faith to resolve the Dispute; and
    • if the Senior Officers of each party are for any reason unable to resolve the Dispute within 60 days of it being referred to them, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 19 of this Agreement.
  • Governing law and jurisdiction. This Agreement and any Dispute (as defined in clause 18) shall be governed by and construed in accordance with the laws of England and Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any Dispute.