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  1. The definitions and rules of interpretation in this clause apply in this Agreement.

Agreement: these Terms of Service together with any Order Forms agreed between the parties and any ancillary agreements or documents referred to herein. In the event of any conflict between the Terms of Service and a SOW or other document, these Terms of Service shall prevail.

Affiliate: any entity directly or indirectly controlling or controlled by or under direct or indirect common control with another entity; and “control” means the power, directly or indirectly, to direct, or cause the direction of the management and policies of an entity through the ownership of voting securities, by contract or otherwise.

Authorised Users:  those employees, contractors, subcontractors, agents and other parties who are authorised by Client to use the Services.

Business Day:  a day other than a Saturday, Sunday or public holiday in Ireland when banks in Dublin are open for business.

Client Data: the information and data (including personal data) inputted by Client, Authorised Users, or ENGAGE on Client’s behalf for the purpose of using the Services or facilitating Client’s use of the Services.

Confidential Information: all documentation, technical information, software, business information, feedback, trade secrets or know how or other materials of a confidential nature or that are disclosed in confidence by either party to the other during the term of this contract.

Data Protection Laws: the provisions of the EU General Data Protection Regulation 2016/679 (the “GDPR”) as amended or replaced from time to time, and any regulations or statutory instruments enacted thereunder, and any other applicable legislation relating to the collection, processing, transfer, or retention of personal data.

Effective Date: the date as set out on the Order Form.

Fees: the fees for the Services as set out in the Order Form and SOW.

Initial Term: the initial term of this Agreement as set out in the Order Form.

Intellectual Property Rights: patents, patentable rights, copyright, design  rights, utility models, trade marks (whether or not any of the above are registered), trade  names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, source code and all intellectual property rights concerning a technology application, and all other intellectual and industrial property and  similar or analogous rights existing under the laws of any country and all pending  applications for and right to apply for or register the same (present, future and contingent,  and including all renewals, extensions, revivals and all accrued rights of action).

Normal Business Hours: 9.00 am to 5.30 pm local Irish time, each Business Day.

Order Form: the form signed by Client confirming the order for the Services and any additional service subject to these Terms of Service including any schedules thereto, and shall include any subsequent ordering document for services that is signed by the parties specifically referring to this Agreement.

Services:  the Platform and additional services as more particularly described in the Order Form and Statement of Work.

Platform: the ENGAGE software applications, access to which is provided as part of the Services.

Statement of Work: the detailed description of the services to be provided as attached to an Order Form or agreed between the parties separately and made subject to this Agreement.

Term: has the meaning given in clause 11.1, being the Initial Term together with any subsequent renewals.

Virus:  any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

  1. Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. Reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. A reference to writing or written includes faxes and e-mail.
  • 2.              ACCESS TO SERVICES
  • Subject to the terms and conditions of this Agreement, ENGAGE hereby grants to Client a non-exclusive, non-transferable right, without the right to grant sublicences, of access to and use of the Services during the Term.
  • Client may designate an Authorised User as an administrator (or “master” administrator) with control over Client’s service account, including management of Authorised Users and Client Data. Client is fully responsible for its choice of administrator and any actions they take. Client agrees that ENGAGE’s responsibilities do not extend to the internal management or administration of the Services for Client.
  • In relation to the Authorised Users, Client undertakes that each Authorised User shall keep a secure password for their use of the Services and that each Authorised User shall keep his password confidential.
  • Client shall provide ENGAGE with timely access to any Client materials or information reasonably needed for the performance of the Services. If Client fails to do so, ENGAGE’s obligation to provide the Services shall be excused until access is provided. Unless otherwise agreed, Client may use deliverables only as part of its authorized use of the Services.
  • 3.              CLIENT’S OBLIGATIONS
  • Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify ENGAGE.
  • Client shall be responsible for the acts and omissions of its Affiliates and Authorised Users who access the Services, as though they were the acts and omissions of Client. Client agrees to indemnify ENGAGE, its Affiliates and subcontractors against any claims, costs, losses, damages or liabilities (including reasonable legal fees) arising from the acts or omissions of its Affiliates and Authorised Users.
  • Client shall not during the course of its use of the Services access, store, distribute or transmit any Viruses, or any material that (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; or (ii) facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence; or (iii) is discriminatory or otherwise illegal or causes damage or injury to any person or property; (iv) contains any unsolicited or unauthorized advertising, promotional or marketing materials; or (v) encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law or regulation.
  • Client shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement; (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means; (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Services; (iii) access all or any part of the Services in order to build a product or service which competes with the Services; or (iv) work around any technical limitations in the Services.
  • Client shall (i) comply with all applicable laws and regulations with respect to its activities under this Agreement; (ii) obtain and shall maintain all necessary licences, consents, and permissions necessary for ENGAGE, Affiliates and subcontractors to perform their respective obligations under this Agreement; and (iii) ensure that its network and systems comply with specifications provided by ENGAGE and will be solely responsible for procuring and maintaining its network connections and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Client’s network connections or telecommunications links.
  • Without prejudice to ENGAGE’s other rights in law or equity, ENGAGE reserves the right, without liability to Client, to suspend or disable Client’s or any Authorised Users access to the Services where Client breaches the provisions of this clause 3 and Client shall not thereby be entitled to claim any refund or compensation for such suspension.
  • ENGAGE shall invoice Client and Client shall pay the Fees in accordance with the provisions of the Order Form and this clause 4. 
  • If ENGAGE has not received payment of Fees within fourteen (14) days after the due date and following written notification of a further seven (7) day grace period and without prejudice to any other rights and remedies of ENGAGE,  ENGAGE may, without liability to Client, disable Client’s password, account and access to all or part of the Services and ENGAGE shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid. In addition, interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8 percentage points above the European Central Bank’s reference rate or if such rate shall exceed any applicable permissible legal interest rate, then at the highest legally permissible rate, commencing on the due date and continuing until fully paid, whether before or after judgment.
  • All amounts stated or referred to in this Agreement are non-cancellable and non-refundable unless stated elsewhere in the Agreement and are exclusive of all sales, use, value-added, withholding and other taxes and duties which shall be added to ENGAGE’s invoice(s) at the appropriate rate. Client will pay all taxes and duties (including withholding tax) assessed in connection with this Agreement. Client shall pay all Fees in full without set off or counterclaim.
  • Where any usage limitations are indicated on an Order Form, ENGAGE shall notify Client in the event of such limitations being breached at any time together with details of increased rates to apply to continued usage during the billing period.
  • ENGAGE reserves the right to change the Fees and/or to institute new charges and fees at the end of the Initial Term or then-current Renewal Term, upon thirty (30) days prior notice to Customer (which may be sent by email).
  • Client may contact ENGAGE for support in relation to the Services by contacting [email protected] during Normal Business Hours.
  • From time to time it may be necessary for ENGAGE to complete maintenance on the ENGAGE system. If the maintenance is likely to result in unavailability of the Services then ENGAGE will endeavour to advise Client in advance. Unscheduled maintenance in respect of a significant event may be required to be performed at any time without notice.
  • Each party warrants that it has the full power and authority to execute, deliver and perform its obligations under this Agreement and there are no existing agreements or arrangements with third parties the terms of which prevent a party from entering into this Agreement or would impede the substantial performance of its obligations under it. 
  • ENGAGE warrants that (i) it has used all reasonable endeavours to ensure (including without limitation by the use of all generally available and accepted anti-virus software and procedures) that the Platform is free from Viruses; and (ii) it has all necessary rights and consents to license the Platform to the Licensee in accordance with this Agreement.
  • Client warrants that Client Data, material, content or links provided to ENGAGE by or on behalf of Client: (i) are owned by Client or are provided with the express consent from the third party holding any ownership rights (including copyright) over such material, or, alternatively, are in the public domain, and are not owned by any third party or otherwise covered by copyright laws; (ii) do not breach the rights of any person or entity, including rights of publicity, privacy, or under applicable Data Protection Laws or direct marketing laws and are not defamatory; and (iii) do not result in consumer fraud (including being false or misleading), product liability, tort, breach of contract, breach of Intellectual Property Rights, injury, damage or harm of any kind to any person or entity.
  • Other than with respect to the express warranties set forth herein, the Services are provided “as is” and all warranties express or implied, representations, conditions and all other terms of any kind whatsoever implied by statute or common law, including those of non-infringement, merchantability and fitness for a particular purpose, all are, to the fullest extent permitted by applicable law, are hereby disclaimed and excluded by ENGAGE from this Agreement. Client is solely responsible for determining the suitability of the Services for its use in light of any applicable legislation or regulations including without limitation Data Protection Laws.
  • 6.5          ENGAGE does not warrant that Client’s use of the Services will be uninterrupted or error-free or that the Services will operate in combination with third party services used by Client save where otherwise agreed. The Service may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. ENGAGE is not responsible for any delays, delivery failures, or other damage resulting from the transfer of data over communications networks and facilities, including the internet.
  • Client may choose to use the Services with third-party platforms, e.g. YouTube. Use of third-party platforms is subject to Client’s agreement with the relevant provider and not this Agreement. ENGAGE does not control and has no liability for third-party platforms, including their security, functionality, operation, availability or interoperability or how the third-party platforms or their providers use Client Data. If Client enables a third-party platform with the Services, ENGAGE may access and exchange Client Data with the third-party platform on Client’s behalf.
  • ENGAGE reserves the right to introduce new or enhanced features and functionalities to the Services.
  • 7.              DATA  
  • Save in respect of the business contact details of the persons from each party administering the operation of this Agreement, which each party recognises is required for the normal operation of this Agreement, it is not anticipated that either party will act as a processor of any personal data in respect of which the other party is a controller. To the extent that a party does act as a processor in the performance of its obligations under this Agreement, the Parties shall enter into a data processing addendum as necessary in order to comply with the Data Protection Laws.
  • Client acknowledges and agrees that ENGAGE and/or its licensors own all Intellectual Property Rights in the Services and Platform. Except as expressly stated herein, this Agreement does not grant Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services and Platform. To the extent that any modifications or improvements to the Services and Platform are carried out under or in connection with this Agreement, all Intellectual Property Rights to such improvement or modifications shall be assigned to and shall vest with and be solely owned by ENGAGE and/or its licensors.
  • Client shall own all right, title and interest in and to all of Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data. Client hereby grants to ENGAGE a one time, limited, revocable, non-exclusive, non-transferable, paid up and royalty-free licence, without right of sublicence, to use the Client logos, trademarks and service marks for the purpose of providing the Services, as detailed in a Statement of Work.
  • Upon payment of the relevant fees, ENGAGE shall assign to and Client shall own all Intellectual Property Rights in any custom development work that is capable of export from the Platform as set out in a Statement of Work.
  • 9.              INDEMNITY  

9.1          ENGAGE will indemnify Client in respect of any and all damages, awards of damages, losses, costs, expenses, fees (including the reasonable legal fees), fines and penalties to the extent arising out of claims by third parties that the Services infringes a third-party’s copyright, trademark existing or patent granted as of the date of delivery in any country in which the Services are delivered. If Services are or are likely to be held to be infringing, ENGAGE will at its expense and option either: (i) procure the right for Client to continue using it, (ii) replace it with a non-infringing equivalent, (iii) modify it to make it non-infringing, or (iv) terminate this Agreement and refund to Client fees paid for any unused portion of the Services.

9.2          Notwithstanding the above, ENGAGE shall have no liability to Client to the extent that any claim is based upon (i) modifications to the Services made by anyone other than ENGAGE; (ii) a claim for which Client must indemnify ENGAGE below; (iii) combination of the Services with software not provided by ENGAGE or specified in any agreed documentation; (iv) Client’s failure to use modifications to the Services provided by ENGAGE to avoid infringement or misappropriation; or (v) unauthorised use of the Services.

9.3          The rights granted to Client under clause 9.1 shall be Client’s sole and exclusive remedy and ENGAGE’s entire liability for any alleged or actual infringement of Intellectual Property Rights of any third party. 

9.4          Client shall defend indemnify and hold harmless ENGAGE, its Affiliates and subcontractors from and against all claims, demands, damages, awards of damages, losses, costs, expenses and liabilities (including any regulatory fines and reasonable legal fees) that result or arise from; (i) unauthorised use of the Services, (ii) infringement of ENGAGE’s Intellectual Property Rights, (iii) material breach of this Agreement including any warranties or representations, and (iv) any breach of applicable law including violations of third party rights due to Client’s use of the Services.

9.5           If any action shall be brought against one of the parties hereto in respect to which indemnity may be sought against the other party (the “Indemnifying Party”), the Indemnifying Party’s obligation to provide such indemnification will be conditioned on prompt notice of such claim (including the nature of the claim and the amount of damages and nature of other relief sought) being provided to the Indemnifying Party by the party against which such action is brought (the “Indemnified Party”).  The Indemnified Party shall cooperate with the Indemnifying Party in all reasonable respects in connection with the defense of any such action at the expense of the Indemnifying Party.  The Indemnifying Party will, upon written notice to the Indemnified Party, conduct all proceedings or negotiations in connection with the action, assume the defense thereof, including settlement negotiations in connection with the action, and will be responsible for the costs of such defense, negotiations and proceedings.  The Indemnifying Party will have sole control of the defense and settlement of any claims for which it provides indemnification hereunder, provided that the Indemnifying Party will not enter into any settlement of such claim without the prior approval of the Indemnified Party, which approval will not be unreasonably withheld.  The Indemnified Party shall have the right to retain separate counsel and participate in the defense of the action or claim at its own expense.


10.1      Nothing in this Agreement limits or excludes liability of either party in respect of any claims for death or personal injury caused by negligence, fraud or any other liability which cannot be excluded or limited by law.   

10.2      To the maximum extent permitted by applicable law, ENGAGE will not have any liability to Client for any loss of profits, loss of business, loss of revenue, loss of data, reputational damage, or for any indirect, special, incidental, punitive, or consequential damages however caused and under any theory of liability whether or not ENGAGE has been advised of the possibility of such.

10.3      Subject to clauses 10.1 and 10.2, to the maximum extent permitted by applicable law, ENGAGE’s and its Affiliates total aggregate liability arising out of or related to this Agreement or the Services under any theory of law (including liability for negligence or breach of statutory duty or an indemnity claim) shall not exceed one (1) months’ Fees, subject to an upper limit equal to €10,000, whichever is the lesser.

  1. This Agreement shall commence on the Effective Date and shall unless otherwise terminated as provided in this clause 11 continue for the Initial Term and, thereafter, this Agreement shall automatically renew for the twelve (12) month periods unless  either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Term or any renewal period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or renewal period or otherwise terminated in accordance with the provisions of this Agreement. The Initial Term together with any subsequent renewal periods shall constitute the Term. If ENGAGE wishes to modify pricing for the Services for such a renewal period it may do so in accordance with clause 4.
  1. 11.2      Either party shall be entitled to terminate the Agreement on written notice in the event of:
  1. a material breach of this Agreement by the other party which, if capable of remedy, is not remedied by the defaulting party within fifteen days of its receipt of written notice of the breach from the non-defaulting party;
  2. fraud or wilful default of the other party; or
  3. the other party becoming insolvent or unable to pay its debts when due (as defined by applicable law) or has a liquidator, receiver or manager appointed to it, or a winding-up order instituted against it.
  1. ENGAGE may terminate this Agreement on written notice in the event Client fails to discharge validly due and owing invoices.
  1. On termination of this Agreement for any reason:
  1. all licences and rights of access granted under this Agreement shall immediately terminate and all right to access the Services shall immediately terminate;
  1. each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;
  1. Upon receipt of a written request, ENGAGE shall use reasonable commercial endeavours to deliver a back-up of Client Data to Client within 30 days of its receipt of such a written request, provided that Client has at that time paid all fees and charges outstanding at and resulting from termination. If ENGAGE does not receive any such request within 30 days of the date of termination, it may destroy or otherwise dispose of any of Client Data in its possession; and
  1. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
  1. Each Party (the “Receiving Party”) acknowledges that, in the course of this Agreement, it may obtain Confidential Information from the other Party, (the “Disclosing Party”). The Receiving Party shall keep in confidence and protect the Confidential Information of the Disclosing Party from unauthorised disclosure or dissemination and use no less than that degree of care it uses to protect its own like information, and in any event no less than reasonable care. The Receiving Party shall not use such Confidential Information except in furtherance of this Agreement.
  1. The Receiving Party shall not disclose any Confidential Information to any person without the Disclosing Party’s prior written consent except that the Receiving Party may disclose the Confidential Information to its officers, employees, independent contractors and agents (“Representatives”) on a “need-to-know” basis, provided that such Representatives are bound by a written agreement with materially the same terms and conditions as this clause 12 and the Receiving Party remains ultimately liable for any breach thereof.  In addition, either party may provide a copy of this Agreement or otherwise disclose its terms in connection with any audit, financing transaction, regulatory or due diligence inquiry provided the recipients are subject to obligations of confidentiality at least as restrictive as those contained herein. Except as expressly provided in this Agreement, no ownership or license rights are granted in any Confidential Information.
  1. The obligations of confidentiality shall continue during the term of this Agreement and thereafter, unless and until such Confidential Information falls within one of the exceptions outlined in clause 12.4.
  1. This clause 12 shall not apply with respect to information the Receiving Party can document: (a) is in the public domain as a result of no act or omission of the Receiving Party or its employees or agents; (b) is received by the Receiving Party from third parties without restriction and without breach of a duty of nondisclosure by such third party; (c) was independently developed by the Receiving Party without reliance on the Confidential Information; or (d) is required to be disclosed by operation of law or by order of a court or administrative body of competent jurisdiction (provided that, where permitted under law, prior to such disclosure, the Receiving Party shall first give notice to the Disclosing Party such that the Disclosing Party has the opportunity to contest such order or requirement of disclosure or seek appropriate protective order).
  1. Any breach or threatened breach by the receiving party of an obligation under this Agreement may cause the Disclosing Party immediate and irreparable harm for which damages alone may not be an adequate remedy.  Consequently, the Disclosing Party has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause.
  1. A party must notify the Disclosing Party in writing, giving full details known to it immediately, when it becomes aware of any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information, or any actual, suspected, likely or threatened theft, loss, damage, or unauthorised access, use or disclosure of or to any Confidential Information.

Neither party shall have any liability to the other party under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemic, epidemic, provided that the party notified of such an event and its expected duration. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for three (3) months, the party not affected may terminate this Agreement by giving one calendar month written notice to the other party.

  1. 14.          MISCELLANEOUS

14.1      Non-Solicitation. Neither party shall solicit (except pursuant to recruitment advertising in the national, local or trade press or otherwise in the ordinary course of business) the employment of any employees of the other party at any time during the continuance of this Agreement or within twelve (12) months following its expiry or termination for any reason without the prior written consent of the other party.

14.2      Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law, or a single or partial exercise of such right or remedy, shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. 

14.3      Invalidity. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

14.4      Entire Agreement. This Agreement (which includes all Order Forms and the DPA), and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Additional Order Forms may be agreed between the parties referencing this Agreement, each of which shall form part of the Agreement.

14.5      Assignment. Client shall not assign, novate, sub-license, sub-contract or otherwise dispose of this Agreement or any part thereof without the prior written consent of ENGAGE, such consent not to be unreasonably withheld.  ENGAGE shall be entitled to assign, novate, sub-let or otherwise dispose of any or all of its rights and/or obligations under this Agreement on written notice. This Agreement will bind and inure to the benefit of the parties and their respective permitted successors and assigns. 

14.6      Publicity. Neither party may publicly announce this Agreement except with the other party’s prior consent or as required by applicable laws. However, ENGAGE may include Client and its trademarks in ENGAGE’s customer lists and promotional materials but will cease this use at Client’s written request.

14.7      No agency. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between the parties, or authorize either party to act as agent for the other. Neither party shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf of or pledge the credit of or otherwise bind or oblige the other party hereto.

14.8      Notice. Any notice to be given by either party for the purposes of the Agreement shall be sent by mail/email to the contact party whose details are set out in the Order Form. A notice delivered (i) by hand shall be deemed to have been received when delivered or if delivery is not in business hours, at 9am on the first Business Day following delivery, (ii) by post if correctly addressed by prepaid registered delivery shall be deemed delivered two days from the date of posting and five days for pre-paid registered airmail, and (iii) by email shall be deemed to have been received at 9.00am on the next Business Day after transmission.

14.9      Service. Service of any legal proceedings concerning or arising out of this Agreement shall be effected by causing the same to be delivered to the company secretary (or similar officer) of the party to be served at its registered office or to such other address as may be notified in writing to the other party.

14.10  Survival. The following clauses shall survive the termination or expiration of this Agreement: clause 3, 6, , 8, 9, 10, 11, 12, 13 and this clause 14.

14.11  Amendment. No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.

14.12  Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same agreement.

14.13  Dispute Resolution:  Other than to apply for an injunction or other equitable remedy, a party must not start arbitration or court proceedings (except proceedings seeking interlocutory relief) about a dispute arising out of this Agreement (“Dispute”) unless it has complied with the following provisions of this clause 14.13:

14.13.1  If a Dispute arises, the Parties undertake in good faith to use all reasonable endeavours to settle the Dispute.  Either party may give notice of a dispute under this Agreement to the other party.  If such notice is given, each party must arrange to meet in an effort to resolve the Dispute.

14.13.2  If the Dispute involves technical matters and has not been resolved by negotiations under the previous clause within a reasonable time, the Parties will refer the Dispute for determination by an independent expert agreed by the Parties in the technical field of the Dispute.

14.13.3  If the Parties are unable in good faith to settle the Dispute within 14 days of the notice referred to in clause 14.13.1 (or a longer period agreed between the parties) then the parties must agree to appoint a mediator and refer the matter to mediation.  If the Parties fail to agree on a mediator within 3 days of the expiration of the 14-day period, then a person appointed by the president or CEO of the principal mediation institute in Dublin will be the mediator. Such mediation shall take place in Dublin.  The costs of the mediator shall be shared equally between the parties.

14.13.4  If the Dispute is not resolved under clause 14.13.3 within 30 days after referral (or a longer period agreed between the parties) it shall be referred to one or more arbitrators appointed in accordance with the Rules of Arbitration of the International Chamber of Commerce and to be resolved under those Rules, except that in relation to Rule 14.1 of the Rules of Arbitration, the place of arbitration shall be Dublin.

14.14  Governing Law and Jurisdiction. This Agreement and any disputes or claims arising out of or in connection with it are governed by and construed in accordance with the laws of the Republic of Ireland.