9.1 Entire Agreement
This Agreement contains all the terms agreed by the parties regarding the subject matter of this Agreement and supersedes all previous agreements, understandings or arrangements between them, whether oral or in writing and no representation, undertaking or promise shall be taken to have been given or implied from anything said or written in negotiations between the Parties prior to this Agreement except as set out in this Agreement.
No amendment of this Agreement shall be valid unless it is in writing and duly executed by or on behalf of all parties. Any waiver, and any consent by any of the parties under any provision of this Agreement, must be in writing and may be given subject to any conditions thought fit by the Party giving that waiver or consent.
Any notice or other communication to be given under or in connection with this Agreement shall be in English, in writing and signed by or on behalf of the Party giving it. A notice may be delivered personally or sent by electronic mode (including via e-mail), pre-paid recorded delivery or international courier to the address or e-mail to the following address:
If to: [●]
If to: [●]
A Party shall notify the other Party of any change to its address in accordance with the provisions of this Clause.
The invalidity, illegality or unenforceability of any provision of this Agreement, in whole or in part, under the applicable laws of any jurisdiction, shall not affect the validity or enforceability hereof under the applicable laws of any other jurisdiction. Further, if any provision of this Agreement becomes or is declared invalid, illegal or unenforceable in any jurisdiction, it shall, as to that jurisdiction, 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. In such case, the parties will also negotiate in good faith to agree on one or more provisions to be substituted therefor, which provisions shall, as nearly as practicable, leave the parties in the same or nearly similar position to that which prevailed prior to such invalidity, illegality or unenforceability.
(a) No waiver of any right by any party under this Agreement shall be effective unless in writing. Unless expressly stated otherwise, a waiver by any party shall be effective only in the circumstances, with respect to the specified actions and for the specific time period for which it is given.
(b) No delay or omission by any Party in exercising any right or remedy provided by law or under this Agreement shall constitute a waiver of such right or remedy.
(c) The single or partial exercise of a right or remedy by a party under this Agreement shall not preclude any other nor restrict any further exercise of any such right or remedy.
(d) The rights and remedies of the parties provided in this Agreement are cumulative and do not exclude any rights or remedies provided by law. Notwithstanding anything to the contrary, the parties shall be entitled to file appeals in such judicial forums as it may deem appropriate, in addition to any other remedy to which such party is entitled to at law or in equity.
(e) Without prejudice to any other rights or remedies that the Parties may have, the Parties acknowledge and agree that damages would not be an adequate remedy for any breach of this Clause and that the remedies of injunction, specific performance and other equitable remedies are appropriate for any threatened or actual breach of this Clause.
Neither party shall assign, in whole or in part, by operation of law or otherwise, this Agreement or any rights, interests or obligations under this Agreement without the prior written consent of the other parties.
The provisions of Clause [●], Clause [●] and Clause [●] shall survive the termination of this Agreement.
This Agreement may be executed in any number of counterparts, each of which shall be considered as an original, but all of which, taken together, shall constitute one and the same Agreement, and any party may enter into this Agreement by executing a counterpart.