STANDARD SERVICE AGREEMENT TERMS AND CONDITIONS
THIS STANDARD SERVICE AGREEMENT AND INSERTION ORDER ATTACHED (BOTH “IO” OR “AGREEMENT”) IS ENTERED INTO EFFECT AS OF
THE EFFECTIVE DATE.
BY EXECUTING AND SIGNING THIS IO (INCLUDING THROUGH ELECTRONIC MEANS), THE PARTIES ACCEPT ALL OF THE GENERAL TERMS AND CONDITIONS OUTLINED IN THE IO OF CHAMBERS PROPERTY MANAGEMENT SERVICES IN ISRAEL (“CHAMBERS”) STANDARD SERVICE AGREEMENT TERMS AND CONDITIONS.
WHEREAS CLAUSES. ALL WHEREAS CLAUSES SET OUT HEREINABOVE ARE INCORPORATED HEREIN BY REFERENCE AND CONSTITUTE A PART OF THIS AGREEMENT.
TERM. THE TERM OF THIS AGREEMENT (“TERM”) SHALL BEGIN ON THE EFFECTIVE DATE HEREOF AND SHALL CONTINUE UNTIL TERMINATED BY EITHER PARTY IN ACCORDANCE WITH THIS
SERVICES. THE AFFILIATE / CLIENT IS HEREBY APPOINTED ON A NON-EXCLUSIVE BASIS DURING THE TERM SPECIFIED HEREIN TO PROVIDE THE SERVICES, AS DESCRIBED IN IO HERETO (THE “SERVICES”). THE AFFILIATE / CLIENT AGREES ON THE TERMS AND CONDITIONS HEREIN SET FORTH TO USE REASONABLE EFFORTS DURING THE TERMS HEREOF TO PROVIDE THE SERVICES
STANDARD OF WORK. IN RENDERING THE SERVICES HEREUNDER, THE AFFILIATE / CLIENT SHALL CONFORM TO HIGH PROFESSIONAL STANDARDS OF WORK AND BUSINESS ETHICS, APPLYING ALL REASONABLE SKILL, CARE AND EXPERTISE TO THE PERFORMANCE OF THE SERVICES. THE AFFILIA TE / CLIENT SHALL NOT USE THE TIME OR MATERIALS OF THE CHAMBERS WITHOUT THE PRIOR WRITTEN CONSENT OF THE CHAMBERS, AND SHALL PROVIDE THE SERVICES IN A TIMELY AND EFFICIENT MANNER, IN ACCORDANCE WITH THE STANDARDS GENERALLY OBSERVED IN THE INDUSTRY FOR SIMILA R SERVICES.
REPORTING. THE AFFILIATE / CLIENT SHALL SUBMIT TO THE CHAMBERS REPORTS DETAILING THE STATUS, PROGRESS AND PERFORMANCE OF THE SERVICES HEREUNDER, AT THE TIMES AND WITH THE FREQUENCY SO REQUESTED BY THE CHAMBERS. ALL REPORTS AND OTHER DOCUMENTS PREPARED BY THE AFFILIATE / CLIENT (OR ANY THIRD PARTY) IN PERFORMING THE SERVICES SHALL BECOME AND REMAIN THE PROPERTY OF THE CHAMBERS, AND ALL INTELLECTUAL PROPERTY RIGHTS IN SUCH REPORTS AND DOCUMENTS SHALL VEST WITH THE
MARKETING MATERIALS. THE AFFILIATE / CLIENT HEREBY UNDERTAKES THAT ALL PROMOTIONAL AND MARKETING MATERIAL PERTAINING TO THE SERVICES IS OF A TYPE AND CHARACTER THAT WILL NOT CAUSE DISREPUTE OR HARM TO THE CHAMBERS AND COMPLIES WITH ALL APPLICABLE LAWS AND REGULATIONS, INCLUDING WITHOUT LIMITATION RELATING TO ANTI-SPAM LAWS AND REGULATIONS. IMMEDIATELY UPON NOTICE FROM THE CHAMBERS THAT, IN THE CHAMBERS’S OPINION, ANY PROMOTIONAL MATERIAL (CONTENT OR METHOD OF USE) DOES NOT COMPLY WITH THIS STANDARD, THE AFFILIATE / CLIENT WILL IMMEDIATELY CEASE USE OF SUCH MATERIALS OR MANNER OF
CHAMBERS APPROVA THE AFFILIATE / CLIENT SHALL SUBMIT TO THE CHAMBERS FOR ITS APPROVAL, ALL ELEMENTS OF ANY MATERIALS TO BE PRODUCED OR PLACED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ALL COPY, LAYOUTS, SLOGANS, WEBSITES, ARTWORKS, GRAPHIC MATERIAL S, AND PHOTOGRAPHY (COLLECTIVELY, “MATERIALS”). SUBMISSION FO R PRIOR APPROVAL OF MATERIALS WILL NOT BE REQUIRED TO THE EXTENT THAT THEY ARE PRELIMINARY ONLY.
REPRESENTATIONS AND WARRANTIES
THE AFFILIATE / CLIENT REPRESENTS TO THE CHAMBERS THAT:
IT HAS THE FULL CAPACITY AND AUTHORITY TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER THE AGREEMENT;
IT SHALL MAINTAIN, IN ACCORDANCE WITH THE CHAMBERS’S STANDARD DOCUMENT RETENTION PROCEDURES, DOCUMENTATION SUPPORTING THE INFORMATION RELEVANT TO THE SERVICES PROVIDED HEREUNDER AND AGREES TO COOPERATE WITH THE CHAMBERS IN MAKING SUCH INFORMATION AVAILABLE AS NEEDED;
IT SHALL COMPLY WITH ALL REASONABLE INSTRUCTIONS PROVIDED BY THE CHAMBERS FROM TIME TO TIME IN RELATION TO THE SERVICES,
INCLUDING ALL REASONABLE INSTRUCTIONS FOR ANY ALTERATION TO THE SERVICES;
IT IS NOT SUBJECT TO ANY CONTRACTUAL OBLIGATION, COMPLIANCE WITH WHICH IS LIKELY TO HAVE AN ADVERSE EFFECT ON ITS ABILITY TO PERFORM ITS OBLIGATIONS UNDER THE CONTRACT;
IT SHALL COMPLY WITH THE INTERNAL POLICIES AND PROCEDURES OF THE CHAMBERS INCLUDING WITHOUT LIMITATION RELATING TO THE NATURE AND CONTENT OF THE MATERIALS TO BE PRODUCED HEREUNDER, IN EACH CASE AS NOTIFIED TO THE AFFILIATE / CLIENT BY THE
THE AFFILIATE / CLIENT SHALL ENSURE THAT ANY MATERIALS PRODUCED HEREUNDER, OR ANY ACTIVITIES CONDUCTED IN CONNECTION WITH THE SERVICES HEREUNDER, SHALL BE IN COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS, INCLUDING THOSE RELATING TO ANTI -SPAM LAWS;
IT HAS TAKEN AND SHALL CONTINUE TO TAKE ALL STEPS, IN ACCORDANCE WITH GOOD INDUSTRY PRACTICE, TO PREVENT THE UNAUTHORISED
USE OF, MODIFICATION, ACCESS, INTRODUCTION, CREATION OR PROPAGATION OF ANY DISRUPTIVE ELEMENT, VIRUS, WORMS AND/OR TROJANS, SPYWARE OR OTHER MALWARE INTO THE COMPUTING ENVIRONMENT ( INCLUDING THE HARDWARE, SOFTWARE AND/OR TELECOMMUNICATIONS NETWORKS OR EQUIPMENT), DATA, SOFTWARE OR CONFIDENTIAL INFORMATION (HELD IN ELECTRONIC FORM) OWNED BY OR UNDER THE CONTROL OF, OR USED BY, THE CHAMBERS;
IN THE COURSE OF ITS PROVISION OF THE SERVICE S, IT SHALL NOT ENGAGE IN ANY CONDUCT WHICH IN THE REASONABLE OPINION OF THE CHAMBERS IS PREJUDICIAL TO THE
WITH THE EXCEPTION OF ANY MATERIAL FURNISHED TO IT BY THE CHAMBERS, IT WILL BE THE SOLE AUTHOR OF THE SERVICES PROVIDED TO THE CHAMBERS. THE SERVICES PROVIDED WILL BE ORIGINAL AND NOT COPIED IN WHOLE OR IN PART FROM ANY OTHER WORK. FURTHER, THE AFFILIATE
/ CLIENT WARRANTS THAT IT HAS FULL RIGHTS AND AUTHORITY TO GRANT, ASSIGN AND OTHERWISE TRANSFER TO THE CHAMBERS ALL THE RIGHTS, TITLE AND INTEREST PERTAINING TO THE SERVICES, AS DESCRIBED HERETO.
IT OWNS, HAS OBTAINED OR IS ABLE TO OBTAIN VALID LICENCES FOR ALL INTELLECTUAL PROPERTY RIGHTS THAT ARE NECESSARY FOR THE
PERFORMANCE OF ITS OBLIGATIONS UNDER THE AGREEMENT AND SHALL MAINTAIN THE SAME IN FULL FORCE AND EFFECT FOR SO LONG AS IS NECESSARY FOR THE PROPER PROVISION OF THE SERVICES HEREUNDER;
ALL DOCUMENTS, MANUALS, HARDWARE AND SOFTWARE PROVIDED TO THE AFFILIATE / CLIENT BY THE CHAMBERS FOR ITS USE, AND ANY DATA
OR DOCUMENTS (INCLUDING COPIES) PRODUCED, MAINTAINED OR STORED ON ANY COMPUTER SYSTEM OR ELECTRONIC EQUIPMENT IN CONNECTION WITH THE PROVISION OF SERVICES HEREUNDER, REMAIN THE EXCLUSIVE PROPERTY OF THE CHAMBERS AND WILL BE RETURNED TO THE CHAMBERS ON THE COMPLETION OF THE SERVICES;
THE CHAMBERS REPRESENTS TO THE AFFILIATE / CLIENT THAT:
IT POSSESS THE FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT, AND THAT THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT, IN THE TIME AND MANNER HEREIN SPECIFIED, WILL NOT CONFLICT WITH, RESULT IN A BREACH OF, OR CONSTITUTE A DEFAULT UNDER ANY EXISTING AGREEMENT, INDENTURE, OR OTHER INSTRUMENT TO WHICH THE CHAMBERS IS A PARTY OR BY WHICH IT MAY BE BOUND OR AFFECTED;
IT SHALL COOPERATE WITH THE AFFILIATE / CLIENT IN ALL MATTERS RELATING TO THE SERVICES HEREUNDER, AND TO THE EXTENT THAT IS NECESSARY AND REASONABLE, PROMPTLY PROVIDING ALL PERTINENT MATERIALS AND REQUESTED INFORMATION IN ORDER FOR THE PERFORMANCE OF THE SERVICES PURSUANT TO THIS AGREEMENT;
INDEMNIFICATION; LIMITATION OF LIABILITY
CHAMBERS INDEMNIFICATION. THE AFFILIATE / CLIENT SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE CHAMBERS AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM, AGAINST AND IN RESPECT OF ANY LOSS, DAMAGE, LIABILITY, JUDGMENT, COST OR EXPENSE WHATSOEVER, INCLUDING COUNSEL FEES, SUFFERED OR INCURRED BY IT O R THEM BY REASON OF, OR ON ACCOUNT OF, THE AFFILIATE / CLIENT’S PROVISION OF SERVICES ON BEHALF OF THE CHAMBERS HEREUNDER, EXCEPT FOR ANY LOSS, DAMAGE, LIABILITY, JUDGMENT, COST OR EXPENSE RESULTING FROM THE WILFUL MISCONDUCT, BAD FAITH OR GROSS NEGLIGENCE OF THE
THE AFFILIATE / CLIENT WILL INDEMNIFY AND KEEP THE CHAMBERS FULLY AND EFFECTIVELY INDEMNIFIED AGAINST DAMAGES, COSTS AND EXPENSES WHICH THE CHAMBERS MAY SUSTAIN OR INCUR, OR WHICH MAY BE BROUGHT AGAINST IT ARISING FROM:
THE NEGLIGENCE, RECKLESSNESS OR WILFUL MISCONDUCT OF THE AFFILIATE /
THE BREACH BY THE AFFILIATE / CLIENT OF ANY OF THE WARRANTIES OR OBLIGATIONS CONTAINED IN THIS AGREEMENT, INCLUDING THOSE RELATED TO DATA PROTECTION AND MATERIALS;
ANY UNAUTHORIZED ACT OR OMISSION OF THE AFFILIATE / CLIENT; OR
A BREACH OR ALLEGED BREACH BY THE AFFILIATE / CLIENT OF ANY THIRD PARTY’S RIGHTS, INCLUDING WITHOUT LIMITATION, INTELLECTUAL
PROPERTY RIGHTS AND PRIVACY RIGHTS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL THE PARTIES BE LIABLE TO ONE ANOTHER, OR TO ANY THIRD PARTY IN CONTRACT, TORT (INCLUDING FOR NEGLIGENCE) OR UNDER ANY OTHER LEGAL BASIS FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGE OR LOSS OF ANY K IND, INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS, PROFITS, REVENUE, CONTRACTS OR ANTICIPATED SAVINGS, EVEN IF SUCH DAMAGES OR LOSSES ARE FORESEEABLE OR IF THE PARTIES HAVE BEEN ADVISED OF THEIR
AFFILIATE / CLIENT INDEMNIFICATION. THE AFFILIATE / CLIENT HEREBY AGREES TO INDEMNIFY THE CHAMBERS AGAINST ALL LEGAL FEES, DAMAGES AND OTHER EXPENSES THAT MAY BE INCURRED BY THE CHAMBERS AS A RESULT OF ANY CLAIM BY A THIRD PARTY TO OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS TO THE SERVICES. THIS IS CONDITIONAL UPON THE CHAMBERS INFORMING THE AFFILIATE / CLIENT ON THE RECEIPT OF SUCH THIRD PARTY’S
WHENEVER A PARTY (“INDEMNIFYING PARTY”) HAS AN OBLIGATION TO INDEMNIFY THE OTHER PARTY (“INDEMNIFIED PARTY”) UNDER THIS AGREEMENT, THAT OBLIGATION IS LIMITED TO THE EXTENT THAT THE INDEMNIFIED PARTY FULLY COMPLIES WITH THE FOLLOWING OBLIGATIONS:
PROMPTLY NOTIFIES THE INDEMNIFYING PARTY OF ANY CLAIM OR ALLEGATION THAT COULD GIVE RISE TO THE INDEMNITY;
MAKES NO ADMISSIONS IN RELATION TO SUCH CLAIM OR ALLEGATION WITHOUT THE
INDEMNIFYING PARTY’S CONSENT;
TAKES REASONABLE ACTION (INCLUDING ASSISTING THE INDEMNIFYING PARTY) AT THE COST OF THE INDEMNIFYING PARTY TO MITIGATE THE EFFECT OR QUANTUM OF SUCH CLAIM OR ALLEGATION; AND
PERMITS THE INDEMNIFYING PARTY, AT ITS SOLE DISCRETION, TO HANDLE SUCH CLAIM OR ALLEGATION AND MAKE ALL DECISIONS IN ANY SUBSEQUENT PROCEEDINGS AND CONDUCT NEGOTIATIONS FOR AGREEMENT OR SETTLEMENT, PROVIDED HOWEVER THAT THE INDEMNIFYING PARTY DOES NOT DO OR SAY ANYTHING THAT MAY PREJUDICE OR HARM THE INDEMNIFIED PARTY IN ANY
CONFIDENTIAL INFORMATION. THE AFFILIATE / CLIENT AND THE CHAMBERS AGREE THAT ALL INFORMATION PROVIDED PURSUANT TO THIS AGREEMENT BY OR ON BEHALF OF EACH PARTY TO THE OTHER PARTY (“CONFIDENTIAL INFORMATION”) IS CONFIDENTIAL AND PROPRIETARY TO THE
PARTY PROVIDING THE INFORMATION AND NO PARTY SHALL USE OR PERMIT THE USE OF ANY CONFIDENTIAL INFORMATION FOR ANY PURPOSE OTHER THAN AS PERMITTED OR REQUIRED FOR THE PERFORMANCE UNDER THIS AGREEMENT.
EACH PARTY AGREES NOT TO DISCLOSE OR PROVIDE ANY CONFIDENTIAL INFORMATION TO ANY THIRD PARTY WITHOUT THE EXPRESS WRITTEN AUTHORISATION OF THE OTHER PARTY, WITH THE EXCEPTION OF:
ITS EMPLOYEES WHO HAVE A NEED TO KNOW IN ORDER TO PERFORM PURSUANT TO THIS AGREEMENT, PROVIDED THAT SUCH EMPLOYEES ARE BOUND TO RETAIN THE CONFIDENTIALITY OF THE INFORMATION AND ARE BOUND TO USE SUCH INFORMATION ONLY FOR PURPOSES OF PERFORMANCE PURSUANT TO THIS AGREEMENT;
ANY AFFILIATE / CLIENT OR SUBSIDIARY TO WHICH SUCH DISCLOSURE IS NECESSARY IN CONNECTION WITH SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, PROVIDED THAT SUCH AFFILIATE / CLIENT OR SUBSIDIARY AND ITS EMPLOYEES ARE BOUND TO RETAIN THE CONFIDENTIALITY OF THE INFORMATION AND TO USE SUCH INFORMATION ONLY FOR PURPOSES OF PERFORMANCE PURSUANT TO THIS AGREEMENT;
THIRD PARTY VENDORS TO WHICH SUCH DISCLOSURE IS NECESSARY FOR IN CONNECTION WITH THIS AGREEMENT, PROVIDED THAT
SUCH VENDORS AND THEIR EMPLOYEES ARE BOUND TO RETAIN THE CONFIDENTIALITY OF THE INFORMATION, AND ARE BOUND TO USE SUCH INFORMATION ONLY FOR PURPOSES OF PERFORMANCE PURSUANT TO THIS AGREEMENT; AND
THE PARTIES’ AUDITORS, REGULATORS AND OTHER SIMILAR REQUIRED
EACH PARTY AGREES TO TAKE ALL REASONABLE MEASURES, INCLUDING, WITHOUT LIMITATION, MEASURES TAKEN BY EACH PARTY TO SAFEGUARD ITS OWN CONFIDENTIAL INFORMATION TO PREVENT ANY DISCLOSURE BY EMPLOYEES, AGENTS OR CONTRACTORS. NOTHING PROVIDED HEREIN SHALL PREVENT ANY PARTY FROM DISCLOSING INFORMATION TO THE EXTENT THE INFORMATION :
IS INDEPENDENTLY DEVELOPED BY THAT PARTY WITHOUT THE USE OF THE OTHER PARTY’S CONFIDENTIAL INFORMATION;
IS OR HEREAFTER BECOMES PART OF THE PUBLIC DOMAIN THROUGH NO FAULT OF THAT PARTY ;
IS DISCLOSED PURSUANT TO REQUIREMENTS OF LAW; OR
IS ALREADY KNOWN TO IT WITHOUT
IF EITHER PARTY HIRES ANOTHER ENTITY OR SUBCONTRACTOR TO ASSIST IT IN THE PERFORMANCE OF THIS AGREEMENT, OR ASSIGNS ANY PORTI ON OF ITS RIGHTS OR DELEGATES ANY PORTION OF ITS RESPONSIBILITIES OR OBLIGATIONS UNDER THIS AGREEMENT TO ANOTHER ENTI TY, THE ASSIGNING OR DELEGATING PARTY SHALL CAUSE ITS ASSIGNEE OR DELEGATE AND ITS EMPLOYEES TO BE BOUND TO MAINTAIN THE CONFIDENTIALITY OF THE INFORMATION PROVIDED BY OR ON BEHALF OF THE OTHER PARTY AND TO BE BOUND TO ONLY DISCLOSE OR USE THE CONFIDENTIAL INFORMATION FOR PURPOSES OF PERFORMANCE PURSUANT TO THIS
ANY CONFIDENTIAL INFORMATION, DATA OR OTHER MATERIALS, INCLUDING COPIES THEREOF, FURNISHED TO OR OBTAINE D BY THE RECEIVING PARTY PURSUANT TO THIS AGREEMENT SHALL BE PROMPTLY RETURNED TO THE DISCLOSING PARTY OR DESTROYED UPON REQUEST. EACH PARTY SHALL PERMIT REPRESENTATIVES OF THE OTHER PARTY, UPON PRIOR WRITTEN NOTICE AND AT REASONABLE TIMES, TO EXAMINE AND VERIFY COMPLIANCE WITH RESPECT TO ITS
THE PARTIES AGREE THAT, NOTWITHSTANDING THE TERMINATION OF THE AGREEMENT FOR ANY REASON WHATSOEVER, THE PROVISIONS IN RELATION TO CONFIDENTIAL INFORMATION SHALL SURVIVE THE AGREEMENT AND SHALL B E CONTINUING OBLIGATIONS FOR AS LONG AS SUCH INFORMATION RETAINS THE CHARACTERISTICS OF CONFIDENTIAL INFORMATION.
DATA PROTECTION
DEFINITIONS:
“BREACH INCIDENT” MEANS A BREACH OF SECURITY LEADING TO THE ACCIDENTAL OR UNLAWFUL DESTRUCTION, LOSS, ALTERATION, UNAUTHORIZED DISCLOSURE OF, OR ACCESS TO, PERSONAL DATA (AS DEFINED BELOW).
“DATA PROTECTION LEGISLATION” MEANS ALL DATA PROTECTION AND PRIVACY LAWS APPLICABLE TO THE PROCESSING OF DATA UNDER THE AGREEMENT, INCLUDING, WHERE APPLICABLE.
“PERSONAL DATA” MEANS ANY DATA WHICH IS COLLECTED, PROCESSED OR USED ON BEHALF OF THE CHAMBERS ON THE BASIS OF THIS AGREEMENT AND IS RELATED TO INDIVIDUAL OR IDENTIFIES AN INDIVIDUAL OR MAY WITH REASONABLE EFFORT IDENTIFY AN INDIVIDUAL.
“TECHNICAL AND ORGANIZATIONAL SECURITY MEASURES” MEANS MEASURES AIMED AT PROTECTING PERSONAL DATA AGAINST ACCIDENTAL, UNAUTHORIZED OR UNLAWFUL DESTRUCTION OR ACCIDENTAL LOSS, ALTERATION, UNAUTHORIZED DISCLOSURE OR ACCESS AND AGAINST ALL OTHER UNLAWFUL FORMS OF PROCESSING AND THOSE MEASURES ARE APPROPRIATE TO PROTECT PERSONAL DATA.
OBLIGATION OF DATA PROTECTION. IN THE EVENT THAT THE AFFILIATE / CLIENT IS REQUIRED TO PROCESS PERSONAL DATA IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, THE AFFILIATE / CLIENT AGREES THAT:
IT WILL PROCESS PERSONAL DATA IN ACCORDANCE WITH THE APPLICABLE DATA PROTECTION LEGISLATION AND SHALL ENSURE THAT IT HAS A LEGALLY APPROVED MECHANISM UNDER DATA PROTECTION LEGISLATION IN PLACE TO ALLOW FOR AN INTERNATIONAL DATA TRANSFER (IF APPLICABLE AS PART OF THE SERVICES);
IT WILL PROCESS THE PERSONAL DATA SOLELY IN CONNECTION WITH THIS AGREEMENT AND SHALL NOT PROCESS AND USE THE PERSONAL DATA FOR PURPOSES OTHER THAN THOSE SET FORTH IN THE AGREEMENT;
IT SHALL PROVIDE REASONABLE COOPERATION AND ASSISTANCE TO THE CHAMBERS IN RELATION TO THE AFFILIATE / CLIENT’S PROCESSIN G OF PERSONAL DATA IN ORDER TO ALLOW THE CHAMBERS TO COMPLY WITH ITS OBLIGATIONS UNDER DATA PROTECTION LEGISLATION;
IT WILL, UPON BECOMING AWARE OF A BREACH INCIDENT, NOTIFY THE CHAMBERS WITHOUT UNDUE DELAY (AND WITHIN 24 HOURS) AND
PROVIDE INFORMATION RELATING TO THE BREACH INCIDENT AS REASONABLY REQUESTED BY THE CHAMBERS;
IT HAS IMPLEMENTED APPROPRIATE TECHNICAL AND ORGANIZATIONAL SECURITY MEASURES TO PROTECT THE PERSONAL DATA AND THAT IT HAS TAKEN REASONABLE STEPS TO ENSURE THE RELIABILITY OF ANY OF ITS STAFF WHO HAVE ACCESS TO PERSONAL DATA PROCESSED IN CONNECTION WITH THIS AGREEMENT;
IT WILL DEAL PROPERLY WITH REASONABLE INQUIRIES AND INSTRUCTIONS FROM THE CHAMBERS RELATING TO THE AFFILIATE / CLIENT’S
PROCESSING OF THE PERSONAL DATA;
IT WILL MAINTAIN ACCURATE WRITTEN RECORDS OF ANY AND ALL THE PROCESSING ACTIVITIES OF ANY PERSONAL DATA CARRIED OUT UNDER THE AGREEMENT;
IT WILL COOPERATE WITH THE CHAMBERS WITH RESPECT TO ANY ACTION TAKEN PURSUANT TO ANY ORDER, DEMAND OR REQUEST FROM AUTHORITIES, INCLUDING ENSURING THAT CONFIDENTIAL TREATMENT WILL BE ACCORDED TO SUCH DISCLOSED PERSONAL DATA;
IT WILL PROMPTLY NOTIFY THE CHAMBERS ABOUT: (I) ANY LEGALLY BINDING REQUEST FOR DISCLOSURE OF PERSONAL DATA BY A LAW
ENFORCEMENT AUTHORITY UNLESS OTHERWISE PROHIBITED; AND (II) ANY REQUEST RECEIVED DIRECTLY FROM THE CHAMBERS’S CLIENTS WITH REGARD TO THEIR PERSONAL DATA, WITHOUT RESPONDING TO THAT REQUEST, UNLESS IT HAS BEEN OTHERWISE AUTHORIZED IN WRITING TO DO SO; AND
IT SHALL, UPON REASONABLE AND WRITTEN NOTICE, ALLOW ITS DATA PROCESSING PROCEDURES AND DOCUMENTATION TO BE INSPECTED BY THE CHAMBERS (OR ITS DESIGNEE) IN ORDER TO ASCERTAIN COMPLIANCE WITH THIS SECTION. THE AFFILIATE / CLIENT SHALL COOPERATE IN GOOD FAITH WITH AUDIT REQUESTS BY PROVIDING ACCESS TO RELEVANT KNOWLEDGEABLE PERSONNEL AND
DURATION AND TERMINATION
TERM. THIS AGREEMENT SHALL CONTINUE IN FULL FORCE FOR A PERIOD OF ONE (1) YEAR FOLLOWING THE EFFECTIVE DATE FIRST DEFINED ABOVE. THEREAFTER, THIS AGREEMENT SHALL AUTOMATICALLY REMAIN IN FULL FORCE AND EFFECT FOR SUCCESSIVE ANNUAL PERIODS (THE “TERM”), UNLESS EARLIER TERMINATED PURSUANT TO THE TERMS AND CONDITIONS STATED
TERMINATION BY NOTICE. THIS AGREEMENT IS TERMINABLE BY EITHER PARTY UPON THIRTY (30) CALENDAR DAYS’ WRITTEN NOTICE THEREOF TO THE OTHER PARTY. TERMINATION IN ACCORDANCE WITH THIS SECTION SHALL BE WITHOUT PENALTY TO EITHER PARTY. EACH PARTY SHALL REMAIN RESPONSIBLE FOR ITS RESPECTIVE OBLIGATIONS WITH REGARD TO ACTIONS, EVENTS, AND SERVICES RECEIVED OR RENDERED PRIOR TO OR UPON THE DATE SUCH TERMINATION BECOMES
THE CHAMBERS SHALL HAVE THE RIGHT TO TERMINATE THE HEREIN AGREEMENT WITH IMMEDIATE EFFECT BY WRITTEN NOTICE IN THE
EVENT THAT:
THE AFFILIATE / CLIENT HAS MATERIALLY BREACHED THIS AGREEMENT OR HAS BREACHED THIS AGREEMENT AND NOT REMEDIED SUCH BREACH WITHIN SEVEN (7) CALENDAR DAYS OF NOTICE ;
THE AFFILIATE / CLIENT IS UNABLE TO CARRY OUT ITS OBLIGATIONS HEREUNDER AND SUCH INCAPACITY CONTINUES FOR A PERIOD EXCEEDING FIFTEEN (15) CALENDAR DAYS;
THE AFFILIATE / CLIENT HAS BECOME INSOLVENT OR HAS BEEN PLACED INTO LIQUIDATION OR RECEIVERSHIP (WHETHER VOLUNTARY OR INVOLUNTARY);
THE AFFILIATE / CLIENT CEASED TO CONDUCT BUSINESS FOR ANY
EITHER PARTY HAS, IN THE REASONABLE OPINION OF THE OTHER, COMMITTED ACTS OF FRAUD, MISAPPROPRIATION, NEGLIGENCE OR EMBEZZLEMENT;
THE CONTINUATION OF THIS AGREEMENT CONSTITUTES A RISK OF BEING IN VIOLATION OF THE APPLICABLE REGULATIONS AND GUIDELINES OF RELEVANT REGULATORY AUTHORITIES TO WHICH THE CHAMBERS IS SUBJECT;
TERMINATION BY THE CHAMBERS FOR ANY REASON WHATSOEVER SHALL BE SUBJECT TO THE CHAMBERS’S PRIOR SETTLEMENT OF ANY AND
ALL OUTSTANDING INVOICES AND AMOUNTS OWED TO THE AFFILIATE / CLIENT FOR THE RENDITION OF THE SERVICES HEREUNDER.
OBLIGATIONS UPON TERMINATION. UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, WITHIN A PERIOD OF THIRTY (30) DAYS FROM THE RECEIPT OF A WRITTEN REQUEST FROM THE CHAMBERS TO DO SO, AND FOLLOWING THE SETTLEMENT OF ANY OUTSTANDING AMOUNTS OWED TO THE AFFILIATE / CLIENT, THE AFFILIATE / CLIENT UNDERTAKES THAT IT SHALL DELIVER TO THE CHAMBERS ALL OF THE CHAMBERS’S MATERIALS, INTELLECTUAL PROPERTY DOCUMENTS, INFORMATION, EQUIPMENT AND OTHER MATERIAL THAT IS THE RIGHTFUL PROPERTY OF THE CHAMBERS IN ITS POSSESSION OR IN THE POSSESSION OF ITS EMPLOYEES UNDER THIS
NO CONFLICT; NO SOLICITATION
NON-SOLICITATION. THE AFFILIATE / CLIENT AGREES THAT FOR THE DURATION OF THIS AGREEMENT, IT SHALL NOT DIRECTLY OR INDIRECTLY HIRE FOR EMPLOYMENT ANY EMPLOYEE OR INDEPENDENT CONTRACTOR EMPLOYED Y THE CHAMBERS WHILE THE AFFILIATE / CLIENT IS PERFORMING THE SERVICES UNDER THIS AGREEMENT, EXCEPT WITH THE EXPRESS WRITTEN PERMISSION OF THE
CONFLICT OF INTEREST. DURING THE TERM OF THIS AGREEMENT, THE AFFILIATE / CLIENT IS ENTITLED TO CONSULT OR PROVIDE SERVICES IN
ANY MANNER OR CAPACITY TO A DIRECT OR INDIRECT COMPETITOR OF THE CHAMBERS. NOTWITHSTANDING THE FOREGOING, THE AFFILIATE / CLIENT SHALL MAKE REASONABLE EFFORTS TO AVOID CONFLICTS OF INTEREST AND SHALL NOTIFY THE CHAMBERS IN WRITING IN THE EVENT THAT A CONFLICT OF INTEREST SHOULD ARISE.
RIGHT TO INJUNCTIVE RELIEF. THE AFFILIATE / CLIENT ACKNOWLEDGES AND AGREES THAT, IN THE EVENT OF A BREACH OF ITS OBLIGATIONS HEREUNDER PERTAINING TO CONFIDENTIAL INFORMATION, INTELLECTUAL PROPERTY OR THE PROTE CTION OF PERSONAL DATA, NEITHER TH E CHAMBERS NOR ITS CLIENTS, WHERE APPLICABLE, WILL HAVE AN ADEQUATE REMEDY IN DAMAGES AND THEREFORE, THE CHAMBERS SHALL BE ENTITLED TO SEEK ANY AND ALL EQUITABLE RELIEF, INCLUDING, BUT NOT LIMITED TO, INJUNCTIVE RELIEF, AND TO ANY OTHER REMEDY PURSUANT TO THE HEREIN AGREEMENT. THE AFFILIATE / CLIENT ACKNOWLEDGES THAT AN AWARD OF DAMAGES TO THE CHAMBERS DOES NOT PRECLUDE A COURT FROM ORDERING INJUNCTIVE RELIEF. BOTH DAMAGES AND INJUNCTIVE RELIEF SHALL BE PROPER MODES OF RELIEF AND ARE NOT TO BE CONSIDERED AS ALTERNATIVE
ASSIGNMENT & ASSUMPTION. AFFILIATE / CLIENT MAY NOT ASSIGN THIS AGREEMENT WITHOUT THE PRIOR WRITTEN PERMISSION OF
INTELLECTUAL PROPERTY. ALL DRAWINGS, MODELS, DESIGNS, CREATIVE DESIGN, FORMULAS, METHODS, DOCUMENTS, AND TANGIBLE ITEMS PREPARED FOR AND SUBMITTED TO THE CHAMBERS BY THE AFFILIATE / CLIENT IN CONNECTION WITH THE SERVICES RENDERED UNDER THE AGREEMENT SHALL BELONG EXCLUSIVELY TO THE CHAMBERS AND SHALL BE DEEMED TO BE WORKS MADE FOR HIRE (HEREINAFTER REFERRED TO AS THE “DELIVERABLE ITEMS”). TO THE EXTENT THAT ANY OF THE DELIVERABLE ITEMS MAY NOT, BY OPERATION OF LAW, BE WORKS MADE FOR HIRE, THE AFFILIATE / CLIENT HEREBY ASSIGNS TO THE CHAMBERS THE OWNERSHIP OF COPYRIGHT OR MASK WORK IN THE DELIVERABLE ITEMS, AND THE CHAMBERS SHALL HAVE THE RIGHT TO OBTAIN AND HOLD IN ITS OWN NAME ANY TRADEMARK, COPYRIGHT, OR MASK WORK REGISTRATION, AND ANY OTHER REGISTRATIONS AND SIMILAR PROTECTION WHICH MAY BE AVAILABLE IN THE DELIVERABLE ITEMS. THE AFFILIATE
/ CLIENT AGREES TO GIVE THE CHAMBERS OR ITS DESIGNEES ALL ASSISTANCE REASONABLY REQUIRED TO PERFECT SUCH RIGHTS.
THE CHAMBERS SHALL NOTIFY THE AFFILIATE / CLIENT AS SOON AS PRACTICABLY POSSIBLE OF ANY INFRINGEMENT, SUSPECTED INFRINGEMENT OR ALLEGED INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS REFERRED TO IN THE HEREIN ARTICLE.
UPON SUCH NOTIFICATION, THE AFFILIATE / CLIENT SHALL TAKE IMMEDIATE STEPS TO DEFEND ANY THIRD-PARTY CLAIM, DEMAND, SUIT OR ACTION AT ITS EXPENSE AND WILL FULLY INDEMNIFY THE CHAMBERS FROM AND AGAINST ANY AND ALL COSTS, DAMAGES AND LIABILITIES SUFFERED BY OR AWARDED AGAINST THE CHAMBERS AS A RESULT OF ANY INFRINGEMENT, SUSPECTED INFRINGEMENT OR ALLEGED INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER.
RELATIONSHIP OF THE PARTIES. THE PARTIES HERETO EXPRESSLY UNDERSTAND AND AGREE THAT THEIR RELATIONSHIP IS THAT OF INDEPENDENT CONTRACTORS AND THAT EACH PARTY IS SOLELY RESPONSIBLE FOR ALL OF ITS EMPLOYEES AND AGENTS AND ITS LABOR COSTS AND EXPENSES ARISING IN CONNECTION WITH THIS AGREEMENT. NEITHER PARTY NOR ITS AGENTS OR EMPLOYEES ARE THE REPRESENTATIVES OF THE OTHER PARTY FOR ANY PURPOSE AND NEITHER PARTY HAS THE P OWER OR AUTHORITY AS AGENT, EMPLOYEE OR ANY OTHER CAPACITY TO REPRESENT, ACT FOR, BIND OR OTHERWISE CREATE OR ASSUME ANY OBLIGATION ON BEHALF OF THE OTHER PARTY FOR ANY PURPOSE WHATSOEVER. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO CONSTITUTE, CREATE, GIVE EFFECT TO OR OTHERWISE RECOGNIZE A JOINT VENTURE, PARTNERSHIP OR FORMAL BUSINESS ENTITY OF ANY KIND, NOR SHALL EITHER OF THE PARTIES HERETO BE DEEMED A JOINT VENTURER OR PARTNER OR AGENT OF THE OTHER. NEITHER PARTY SHALL CLAIM ANY STATUS; WHICH IS CONTRARY TO THE FOREGOING TERMS OF THIS AGREEMENT REGARDING THE RELATIONSHIP OF THE PARTIES. NEITHER PARTY SHALL BECOME LIABLE BY REASON OF ANY REPRESENTATION, ACT, OR OMISSION OF THE OTHER CONTRARY TO THE PROVISIONS
USE OF SUBCONTRACTORS. THE CHAMBERS ACKNOWLEDGES THAT THE AFFILIATE / CLIENT MAY, IN THE RENDITION OF THE SERVICES HEREUNDER, ENGAGE THIRD PARTY PROVIDERS AND OTHER VENDORS AND SUBCONTRACTORS (COLLECTIVELY “SUBCONTRACTORS”) FROM TIME TO TIME TO PROVIDE CERTAIN ELEMENTS OF THE SERVICES. THE AFFILIATE / CLIENT WARRANTS THAT ANY SUBCONTRACTORS IT PROPOSES TO MAKE USE OF IN ITS PROVISION OF THE SERVICES HEREUNDER, SHALL HAVE THE CAPACITY, ABILITY AND SUFFICIENT RESOURCES TO PERFORM ANY DELEGATED ELEMENT OF THE SERVICES, AND ABIDE BY ALL APPLICABLE
AFFILIATE / CLIENT OBLIGATIONS. IN THE EVENT THE AFFILIATE / CLIENT REQUIRES THE SERVICES OF SUBCONTRACTORS, THE AFFILIATE / CLIENT SHALL OBTAIN THE PRIOR WRITTEN APPROVAL OF THE CHAMBERS FOR ALL SUCH SUBCONTRACTORS. THE AFFILIATE / CLIENT WARRANTS THAT THE SUBCONTRACTORS SHALL HAVE THE ABILITY, CAPACITY AND SUFFICIENT RESOURCES TO PERFORM ANY DELEGATED ELEMENT OF THE SERVICES TO BE PROVIDED AND ABIDE APPLICABLE LAWS RELATED TO DATA PROTECTION SUCH AS THE “GDPR”, AS FURTHER EXPLAINED IN AGREEMENT.
ANY SECTION OF THIS AGREEMENT THAT, BY ITS NATURE, LANGUAGE OR CONTEXT IS IMPLIED OR INTENDED TO SURVIVE, SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
FORCE MAJEURE.THE PARTIES MAY BE EXCUSED FROM THE PERFORMANCE OR PUNCTUAL PERFORMANCE OF ANY OF THEIR OBLIGATIONS UNDER THE AGREEMENT AND SUCH OBLIGATIONS SHALL BE EXTENDED BY A PERIOD WHICH SHALL BE DEEMED REASONABLE UNDER THE CIRCUMSTANCES, IN CASE THAT THE PERFORMANCE THEREOF IS PREVENTED, HINDERED OR DELAYED BY ANY CAUSE BEYOND THE AFFECTED PARTY’S REASONABLE CONTROL WHICH, WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, SHALL INCLUDE BUT NOT LIMITED TO:
ACTS OF GOD, NATURAL DISASTERS, PANDEMICS, EARTHQUAKES, FIRE, EXPLOSIONS, FLOODS, HURRICANES, EXTREME WEATHER;
RIOTS, WARS (WHETHER DECLARED OR NOT), HOSTILITIES, REVOLUTIONS, CIVIL DISTURBANCE OR USURPED AUTHORITY, ACCIDENTS, TERRORIST ACTS, SABOTAGE, NUCLEAR INCIDENTS, EPIDEMICS (WHETHER DECLARED OR NOT),
IF ANY EVENT OF FORCE MAJEURE OCCURS, NEITHER PARTY SHALL BE RESPONSIBLE FOR ANY DAMAGES, INCREASED COST OR LOSSES WHICH THE OTHER PARTY MAY INCUR BY REASON OF SUCH FAILURE OR DELAY OF PERFORMANCE. THE PARTY CLAIMING FORCE MAJEURE SHALL TAKE APPROPRIATE MEASURES TO MINIMIZE OR REMOVE THE EFFECT OF THE FORCE MAJEURE EVENT AND, WITHIN THE SHORTEST POSSIBLE TIME, ATTEMPT TO RESUME PERFORMANCE OF THE OBLIGATION(S) AFFECTED BY THE EVENT OF FORCE MAJEURE.
NO WAIVER. THE FAILURE OF ANY PARTY HERETO TO EXERCISE ANY RIGHT, POWER OR REMEDY PROVIDED UNDER THIS AGREEMENT OR OTHERWISE AVAILABLE IN RESPECT HEREOF AT LAW OR IN EQUITY, OR TO INSIST UPON COMPLIANCE BY ANY OTHER PARTY HERETO WITH ITS OBLIGATIONS HEREUNDER, AND ANY CUSTOM OR PRACTICE OF THE PARTIES AT VARIANCE WITH THE TERMS HEREOF, SHALL NOT CONSTITUTE A WAIVER BY SUCH PARTY OF ITS RIGHT TO EXERCISE ANY SUCH OR OTHER RIGHT, POWER OR REMEDY OR TO DEMAND SUCH
ASSIGNMENT. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, AND UNLESS WITH THE PRIOR, WRITTEN AUTHORIZATION OF THE OTHER PARTY, NO PARTY SHALL BE ENTITLED TO ASSIGN, IN WHOLE OR IN PART, ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT TO ANY THIRD
SEVERABILITY. IF ANY PROVISION OF THIS AGREEMENT IS, BECOMES, OR IS DEEMED INVALID, ILLEGAL OR UNENFORCEABLE IN ANY JURISDICTION, SUCH PROVISION SHALL BE DEEMED AMENDED TO CONFORM TO THE APPLICABLE LAWS SO AS TO BE VALID AND ENFORCEABLE, OR, IF IT CANNOT BE SO AMENDED WITHOUT MATERIALLY ALTERING THE INTENTION OF THE PARTIES HERETO, IT SHALL BE STRICKEN AND THE REMAINDER OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND
VARIATION. NO VARIATION OF THIS AGREEMENT, OR OF ANY OF THE DOCUMENTS REFERRED TO IN THIS AGREEMENT SHALL BE VALID, UNLESS IT IS IN WRITING AND SIGNED BY OR ON BEHALF OF EACH OF THE PARTIES HERETO .
NOTICES. NOTICES UNDER THIS AGREEMENT SHALL BE SUFFICIENT IF IN WRITING AND DELIVERED TO ADDRESSEE BY
THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT HAS BEEN DRAFTED AND PREPARED THROUGH THE EFFORTS OF BOTH PARTIES AND THE RULE OF CONSTRUCTION THAT ANY VAGUE OR AMBIGUOUS TERMS ARE TO BE CONSTRUED AGAINST THE PARTY DRAFTING SUCH TERMS SHALL NOT BE APPLIED TO EITHER PARTY TO THIS AGREEMENT.
GOVERNING LAW; DISPUTE RESOLUTION. THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF CYPRUS AND THE COMPETENT COURTS OF CYPRUS SHALL HAVE EXCLUSIVE JURISDICTION OVER MATTERS ARISING OUT OF OR RELATING TO THIS
ENTIRE AGREEMENT. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR DISCUSSIONS, DOCUMENTS, AGREEMENTS AND PRIOR COURSE OF DEALING, AND SHALL NOT BE EFFECTIVE UNTIL SIGNED BY BOTH PARTIES
AMENDMENTAND WAIVER. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ANY PROVISION OF THIS AGREEMENT MAY BE AMENDED OR MODIFIED AND THE OBSERVANCE OF ANY PROVISION OF THIS AGREEMENT MAY BE WAIVED (EITHER GENERALLY OR ANY PARTICULAR INSTANCE AND EITHER RETROACTIVELY OR PROSPECTIVELY) ONLY WITH THE WRITTEN CONSENT OF THE PARTIES. THE FAILURE OF EITHER PARTY TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT AT ANY TIME FOR ANY PERIOD SHALL NOT BE CONSTRUED AS A WAIVER OF SUCH
SEVERABILITY. IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT SHALL BE HELD BY A COURT OR OTHER TRIBUNAL OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, SUCH PROVISIONS SHALL BE LIMITED OR ELIMINATED TO THE MINIMUM EXTENT NECESSARY SO THAT THIS AGREEMENT SHALL OTHERWISE REMAIN IN FULL FORCE AND EFFECT AND
HEADINGS. HEADINGS AND CAPTIONS ARE FOR CONVENIENCE ONLY AND ARE NOT TO BE USED IN THE INTERPRETATION OF THIS
FURTHER ASSURANCES. EACH OF THE PARTIES HERETO AGREES TO EXECUTE AND DELIVER, OR CAUSE TO BE EXECUTED AND
DELIVERED, ALL SUCH INSTRUMENTS, AND TO TAKE ALL SUCH ACTION AS THE OTHER PARTY MAY REASONABLY REQUEST IN ORDER TO EFFECTUATE THE INTENT AND PURPOSES, AND TO CARRY OUT THE TERMS OF, THIS AGREEMENT.