Terms of Business
1. Definitions and Interpretation
In this Agreement:
- Agreement means this Framework Agreement for the Supply of Consultancy Services together with its schedules which form an integral part of this Agreement.
- Assignment Schedule means a written Assignment Schedule in the form attached at Schedule A in which are to be set out the details of Services to be provided on the terms of this Agreement;
- Confidential Information means all information whether conveyed orally, in writing, in machine readable form or otherwise which relates to a party’s business, products, developments, trade secrets, know-how, partners, personnel, suppliers and customers (or any one or combination of the foregoing) or any other information used in the provision of the Services whether or not designated as “confidential information” by the disclosing party together but does not include information which:
- is or becomes public knowledge other than by breach of any obligation of confidence in relation to its disclosure;
- is received from a Sub-contractor who lawfully acquired or developed it and who is under no obligation of confidence in relation to its disclosure; or
- is independently developed without the use of the other party’s Confidential Information;
- Deliverables means any deliverables described in an Assignment Schedule, and all documents, materials, data, and other information provided to the Customer and produced by Leading Resolutions in the provision of the Services;
- Data means all data, information, text, drawings and other materials which are embodied in any medium including all electronic, optical, magnetic or tangible medium and which are supplied to Leading Resolutions by the Customer or Customer Group or which Leading Resolutions is required to generate, collect, process, store or transmit in connection with this Agreement and any Assignment Schedule;
- Good Industry Practice means the standard of skill, care, knowledge and foresight which would reasonably and ordinarily be expected from an experienced supplier engaged in providing services which are the same as, or similar to, the Services, in similar circumstances and for similar reward as under this Agreement and the applicable Assignment Schedule;
- Group in relation to a party means any company wherever incorporated that is for the time being a subsidiary of that party, a holding company of that party or a subsidiary of any such holding company (“subsidiary” and “holding company” as defined by section 1159 Companies Act 2006);
- “Losses” means all losses, costs (including the cost of enforcement), claims, demands, actions, proceedings, fines, penalties, awards, liabilities, damages, compensation, settlements, expenses and/or professional costs and/or charges and judgments (on a full indemnity basis);
- Personnel means any individual(s) engaged by Leading Resolutions to provide the Services to the Customer on behalf of Leading Resolutions;
- Intellectual Property Rights means any and all patents, patent applications, trademarks, trade mark applications, trade names, registered or unregistered design rights, copyright (including in relation to computer programs), database rights or other similar intellectual property rights, whether or not registered;
- Replacement Services means services replacing the Services provided by Leading Resolutions;
- Replacement Supplier means any third party supplier of the Replacement Services appointed by the Customer, and/or the Customer itself, and/or the Customer Group, as the case may be;
- Services means those services or advice to be provided by Leading Resolutions to the Customer as detailed in the applicable Assignment Schedule;
- Staff means any person including employees, agents and sub-contractors engaged directly or indirectly by Leading Resolutions or the Customer in connection with this Agreement, or any limited company contractor engaged by Leading Resolutions in the performance of Services under this Agreement;
- Transfer Regulations means the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended or re-enacted from time to time and all other local statutory instrument implementing and giving effect to the Acquired Rights Directive (Council Directive 77/187/EEC) as amended by Council Directive 98/50/EEC and consolidated by Council Directive 2001/23/EEC;
- Working Day(s) means any day other than a Saturday, Sunday, or any day that is a bank holiday or other public holiday in England and Wales;
- Clause headings are included for convenience only shall be ignored when construing this Agreement, and unless otherwise stated references to clauses or schedules are references to the clauses or schedules of this Agreement;
- Words importing the singular include the plural, and the opposite applies, and words importing any gender include the other genders;
- References to persons include individuals, firms, partnerships, limited liability partnerships, companies, corporations, associations, organisations, governments, governmental agencies and departments, states, foundations and trusts;
- The use of the words “including” or “include” shall not limit the general applicability of any preceding words; and
- A reference to any statute includes a reference to any subordinate legislation and to any amendments, consolidation, extension or re-enactment of that statute or subordinate legislation.
- Leading Resolutions shall provide the Services to the Customer, and where agreed the Customer Group, on the terms and conditions of this Agreement and the applicable Assignment Schedule.
- Entering into this Agreement alone does not oblige Leading Resolutions to provide, or the Customer, and/or the Customer Group as the context requires, to accept or pay for, any Services. Where it is agreed between the parties that Services are to be provided, an Assignment Schedule setting out the nature of the Services will be produced by Leading Resolutions and signed by both parties prior to the commencement date.
- An Assignment Schedule shall become binding upon the signature of both parties, and the terms and conditions of this Agreement shall apply to the Assignment Schedule.
- Due to the nature of the work to be undertaken by Leading Resolutions, both parties accept that it may be necessary, from time to time, to agree to alter or adapt the Services provided by Leading Resolutions and therefore the scope, timescales and any agreed Deliverables as detailed in the Assignment Schedule. The parties therefore accept that any changes or additions to the Services, the payments as set out in the Assignment Schedule subject always to clause 3 of this Agreement, will be valid only if agreed in writing by Leading Resolutions and the Customer and duly authorised by an appropriate representative of each party.
- Each party is responsible for the management, direction, control, and compensation of its own Staff.
- Leading Resolutions will ensure its Personnel have the necessary skills and expertise to perform Leading Resolutions’ obligations under this Agreement. Personnel will remain under the control and direction of Leading Resolutions at all times.
- Subject to the terms of this Agreement, Leading Resolutions shall use reasonable endeavours to comply with any scope, timescales and any Deliverables or other targets as detailed in the applicable Assignment Schedule. In relation to such scope, timescales and any Deliverables, time shall not be of the essence in relation to this Agreement and the delivery of the Services unless agreed as such within the Assignment Schedule. Where time is of the essence both parties shall agree and document a collaborative delivery plan which shall be referenced within the Assignment Schedule.
- In consideration of Leading Resolutions providing the Services the Customer shall pay to Leading Resolutions an undisputed amount calculated in accordance with the applicable Assignment Schedule unless agreed otherwise in writing.
- All undisputed fees shall be payable by the Customer free of deduction, set off or counterclaim within 30 days of the date of invoice. In the case of any part-disputed invoice the undisputed part will be paid in accordance with this sub-clause and the disputed part will be dealt with under clause 13.6. Leading Resolutions will secure an appropriate contact and will further ensure each invoice to include the agreed assignment authorised purchase order number obtained from the Customer specific to the Services provided. The Customer agrees to provide any required purchase order number or comply with any other internal requirement of the Customer in a timely manner.
- The charge for the Services shall, unless otherwise stated, be exclusive of any applicable value added tax, which shall be payable by the Customer subject to receipt of a valid VAT invoice.
- If any sum payable to Leading Resolutions under this Agreement is not paid by the date on which it is due, then (without prejudice to any other available remedy), subject to Leading Resolutions providing the Customer with written notice at least five (5) days’ prior to charging such interest, interest will accrue on the overdue amount at the rate of two (2%) per cent over the base rate of the Bank of England from time to time from the date the payment is due until payment is made (calculated on an annual basis but accruing daily) and Leading Resolutions reserves the right in its discretion to suspend provision of all or any part of the Services without liability for any consequence.
4. Duration and Termination
4.1 Unless terminated earlier in accordance with the provisions of this Agreement or otherwise by operation of law, this Agreement shall start on the date that both parties have signed this Agreement and shall continue in force for an initial term until the day immediately prior to the fifth anniversary of the date this Agreement is signed by both parties (“Initial Term”). This Agreement shall then continue on an annual basis (subject to express rights of termination in this Agreement) unless and until terminated by either party on 3 months’ prior written notice to expire no earlier than the end of the Initial Term or the then next anniversary of the end of the Initial Term. Each discrete assignment for Services shall start on the date specified in the applicable Assignment Schedule, and shall continue for the period stated in that Assignment Schedule unless completed earlier to the Customer’s satisfaction, or terminated by either party in accordance with the terms of this Agreement. For the avoidance of doubt, all Assignment Schedules shall not automatically terminate upon the termination of this Agreement, but will continue in accordance with their terms.
4.2 Either party may terminate this Agreement by giving the other party no less than 30 days’ written notice. Each Assignment Schedule may be terminated by either party by giving the other party not less than the period of notice specified in that Assignment Schedule.
4.3 In the event of conflict between the terms of this Agreement and an Assignment Schedule, this Agreement will take precedence except to the extent that the Assignment Schedule expressly varies this Agreement.
4.4 Either party shall be entitled to terminate this Agreement and all then current Assignment Schedules forthwith on notice at any time if:
- the other party makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or becomes subject to an administration order or go into liquidation (either voluntary or compulsory) (other than for the purpose of amalgamation or reconstruction); or
- an encumbrancer takes possession, or a receiver is appointed, over any of the other party’s property or assets; or
- the other party ceases, or threatens to cease, to carry on business; or
- the other party is in material breach of this Agreement and/or any Assignment Schedule and, in the case of a breach that is capable of remedy, and fails to remedy it within 28 days after receipt of a written notice giving full particulars of the breach, requiring it to be remedied and warning of the sender’s intention to terminate if it is not so remedied.
4.5 Termination or expiry of this Agreement for whatever reason shall be without prejudice to the accrued rights, remedies and obligations of the parties.
5.1 The Customer shall be responsible for the accuracy of the content of all documents, data or other materials provided to Leading Resolutions during the course of this Agreement and all Assignment Schedules.
5.2 The Customer acknowledges that Leading Resolutions has expended considerable resource in sourcing, training and maintaining its Personnel to perform the Services. Accordingly, the Customer agrees that in the event that the Customer or any other company within the Customer’s Group to which Leading Resolutions provides any Services, employs or engages such Personnel either within three months of the Personnel having been introduced to and interviewed by the Customer, during the currency of any Assignment associated with this Agreement, within a period of six months after the expiry or termination of any such Assignment (including any extension), or whilst working for Leading Resolutions in any capacity whatsoever, whether as an employee or in a self-employed capacity (and whether directly or indirectly through another legal entity) then the Customer shall pay Leading Resolutions on demand a sum equal to a placement fee of 40% of the annual gross starting salary payable to the individual (or if the services are supplied in a self-employed or other capacity, 40% of the total fee which is payable) during the first 12 months of any such engagement.
The Customer further acknowledges that this payment represents a genuine pre-estimate of the placement fee which would be typically payable for the permanent placement or introduction of such Personnel at the level of experience and expertise required and is therefore not a penalty.
6. Leading Resolutions’ Obligations
6.1 Leading Resolutions will ensure that all computer equipment and associated software which it or any Personnel use in connection with the Services is compliant and licensed and contains up to date virus protections in accordance with Good Industry Practice.
6.2 Leading Resolutions shall comply with the provisions of Schedule B.
6.3 Leading Resolutions shall maintain all files and other information relating to the Customer information at the premises of the Customer and shall not make additional copies or transfer the files and other information relating to the Customer information to another location without the prior written consent of Customer.
6.4 Leading Resolutions shall work in a safe manner and comply, upon notification, with all relevant health and safety legislation. Leading Resolutions shall follow, upon notification, any reasonable safety procedures, rules or other guidance provided by the Customer.
6.5 Leading Resolutions shall comply with the provisions of Schedule C.
7.1 The Customer acknowledges that the project that is the subject of each Assignment Schedule is a collaborative project the successful outcome of which will depend on the timely input of the Customer, and confirms that it and its Staff shall cooperate and provide all reasonable assistance to Leading Resolutions including timely decision-making and the provision of all such information, data and access to premises, systems and any relevant third party providers reasonably required by Leading Resolutions in the provision of the Services. The Customer acknowledges that where it does not reasonably co-operate and provide such reasonable assistance in accordance with this clause, Leading Resolutions shall not be liable for any resulting delay or failure in its provision of the Services.
8.1 Leading Resolutions warrants to the Customer that:
- the Services will be provided using reasonable care and skill and in accordance with Good Industry Practice;
- the Services and the Deliverables will conform in all material respects with the applicable Assignment Schedules;
- Leading Resolutions and its Personnel have the necessary skills and expertise to perform Leading Resolutions’ obligations under this Agreement; and
- Leading Resolutions is free to enter into this Agreement, and at the date of this Agreement, is not aware of any circumstance, financial or otherwise, which would prevent it from providing the Services and complying with the terms of this Agreement.
8.2 Leading Resolutions further warrants and undertakes to the Customer that it and its Personnel in the performance of the Services shall fully comply, at all times, with all reasonable known relevant Customer health and safety and security policies and procedures, as supplied and notified to Leading Resolutions by the Customer, that are in place from time to time.
8.3 The warranties given in this clause are in place of all warranties, conditions or other terms implied by statute or otherwise that relate to quality, fitness for purpose or compliance with description, all of which are excluded to the fullest extent permitted by law.
9. Limitation of Liability
- Each Assignment Schedule will be negotiated and agreed by Leading Resolutions with the Customer in the context of information provided by the Customer as to the Customer’s particular needs and requirements. The Services and Deliverables will be scoped and priced accordingly.
- Unless agreed otherwise in the applicable Assignment Schedule, subject to clause 9.3, each party’s aggregate liability for all or any loss, damage, costs, expenses or other claims arising from breach of contract, tort (including negligence and negligent misstatement), breach of statutory duty or otherwise, arising out of or in connection with this Agreement and/or any Assignment Schedule shall not exceed the aggregate amount of all payments made or to be made, due or payable by the Customer to Leading Resolutions pursuant to the Assignment Schedule in relation to which the cause of action arises.
- The Liability of Leading Resolutions for a material breach of its obligations under Schedule B shall be subject to a limit per claim of the Fee value of the relevant Assignment Schedule and an aggregate limit for all and any claims in any 12-month rolling period of all Fees on all Assignment Schedules approved within the 12-month rolling period.
- Leading Resolutions shall maintain throughout the continuance of this Agreement:
- public/product liability insurance with an indemnity limit of no less than ten million pounds Sterling (£10,000,000) per claim;
- professional indemnity insurance with an indemnity limit of no less than five million pounds Sterling (£5,000,000) per claim; and
- employer’s liability insurance for a minimum amount of cover of ten million pounds Sterling (£10,000,000) on a single event or series of events.
Each such policy shall be with a well-established insurance office or underwriter of repute. Leading Resolutions shall promptly furnish copies of the insurance policy and renewal certificates or other reasonable evidence of cover to the Customer upon its request with all such requests being reasonable and in connection with this Agreement and the provision of Services. Leading Resolutions shall not knowingly do (or omit to do) anything which will cause such policy to be invalid. Neither the failure to comply nor full compliance with this clause shall relieve Leading Resolutions of its liabilities and obligations under this Agreement. For the avoidance of doubt, the provisions of this clause 9.4 are without prejudice to any limitation or exclusion of liability set out in this Agreement.
- Neither party shall be liable to the other party (whether such liability arises in contract, tort (including negligence and negligent misstatement), breach of statutory duty or otherwise) for any indirect or consequential losses including: indirect loss of income or revenue; loss of business; indirect loss of profits or contracts; loss of anticipated savings; indirect loss of data; or loss or waste of management or office time, however arising, and whether caused by tort (including negligence and negligent misstatement), breach of contract, breach of statutory duty or otherwise.
10. Intellectual Property
- All Intellectual Property Rights owned by a party to this Agreement at the date of this Agreement shall at all times be and remain the exclusive property of the owning party (“Background IPR”).
- Subject to Clause 10.1, Leading Resolutions grants to the Customer a perpetual, non-exclusive and royalty-free licence to use Leading Resolutions’ Background IPR to the extent reasonably necessary for the Customer to derive the full benefit of the Services and the Deliverables in accordance with this Agreement.
- Subject to Clause 10.1, Leading Resolutions assigns (including by way of present assignment of future copyright) to the Customer with full title guarantee the Intellectual Property Rights in the Deliverables that are identified in Assignment Schedules as being Deliverables in which the Intellectual Property Rights are to be assigned to the Customer. Leading Resolutions undertakes at the request of the Customer to execute all such further documents and do such other acts as the Customer may reasonably request to give effect to such assignment.
- Subject to Clause 10.1, the Customer grants, subject to Leading Resolutions complying with the Customer’s brand guidelines provided by the Customer to Leading Resolutions from time to time, Leading Resolutions a non-exclusive, royalty free and non-transferable or sub-licensable licence for the term of this Agreement for the Personnel to use the Customer’s Background IPR and the Intellectual Property Rights in any documentation and other information it provides to Leading Resolutions in the course of this Agreement, to the extent reasonably necessary to enable Leading Resolutions to provide the Services.
- Leading Resolutions warrants to the Customer that:
- its Background IPR and the Deliverables provided by Leading Resolutions to the Customer will not infringe any third party Intellectual Property Rights;
- it has entered into contracts with all Personnel under which they: assign to Leading Resolutions all Intellectual Property Rights in and to any Deliverables created by such Personnel under an Assignment Schedule; and waive any and all moral rights in the Deliverables to which such Personnel are now or may in the future be entitled under any legislation now existing or in the future enacted in any part of the world.
- The Customer warrants to Leading Resolutions that its Background IPR, and any documents or other material and data or other information and devices or processes that will be provided by the Customer to Leading Resolutions for use in the provision of the Services, will not infringe any third party Intellectual Property Rights.
- In the event that a claim for the infringement of third party Intellectual Property Rights is made or intimated against a party to this Agreement in relation to any documents or other materials, data or other information or devices and processes provided to that party by the other party in relation to this Agreement, the other party shall indemnify that party against any and all Losses, costs, expenses, damages or other losses suffered or payments made by it in connection with the claim and any associated judgment or settlement provided that: (i) the other party notifies that party in writing of such claim as soon as reasonably practicable; (ii) that party shall permit the other party to have sole control of the defence, compromise or settlement of such a claim (including appeals); (iii) that party does not make any prejudicial statements or settlement offers without the other party’s prior written consent; and (iv) that party fully co-operates with the other party in the defence or settlement of such claim. The provisions of this clause 10.7 shall survive termination of this Agreement.
- Each party will take all reasonable steps to ensure that any Confidential Information which it supplies to the other party remains confidential to the parties. Such Confidential Information will only be made available by the receiving party to those of its personnel who have a reasonable need to know of it (provided that such personnel are made aware of, and are subject to obligations of confidentiality at least as onerous as the obligations of confidentiality contained in this clause 11, which the receiving party agrees to enforce at its own expense and the other party’s request). Either party is entitled to request the return of all copies of any Confidential Information within 14 days by giving the other party written notice save for that which is incorporated in the receiving party’s confidential company records, which continue to be subject to this clause 11.
- This obligation of confidentiality will remain in force beyond the cessation or other termination of this Agreement and all associated Assignment Schedules. Neither party shall make or permit others to make any reference to the subject matter of the Agreement, or the Confidential Information or use the name of the other party in any public announcements, promotional, marketing or sales materials or efforts without the prior written consent of the other party.
- This clause shall not apply to any documents or other materials and data or other information to the extent that they are already in the public domain at the time when they are provided by either party, and shall cease to apply where either party is required by law to make a disclosure or if at any time the information becomes public knowledge through no fault of the other party.
- Each party undertakes that any Confidential Information, which is received from the other party, will only be used for the purposes of this Agreement and/or any Assignment Schedule.
- Notwithstanding the provisions of this clause, subject to the Customer’s prior written consent and Leading Resolutions’ compliance with the Customer’s brand guidelines provided by the Customer to Leading Resolutions from time to time, the Customer agrees that Leading Resolutions may include the Customer’s name and logo and a short description/synopsis of the work carried out for the Customer in any advertising, promotional, marketing materials, presentations or other marketing activities carried out from time to time by Leading Resolutions provided that in all cases the integrity of the Customer’s confidential information and associated goodwill is not prejudiced.
- The provisions of this clause 11 shall survive termination of this Agreement.
12.1 Leading Resolutions shall not engage in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010.
12.2 Leading Resolutions shall comply with all other applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption.
12.3 Leading Resolutions shall promptly report to the Customer any request or demand for any undue financial or other advantage of any kind received by Leading Resolutions in connection with the performance of this Agreement.
12.4 Leading Resolutions shall immediately notify the Customer in writing if a public official becomes a partner, officer or employee of Leading Resolutions or acquires a direct or indirect interest in Leading Resolutions, and Leading Resolutions warrants that it has no public officials as direct or indirect owners, partners, officers or employees at the date of this Agreement.
- Neither party shall be liable to the other for any delay or non-performance of its obligations under this Agreement and/or any Assignment Schedule arising from any cause or causes beyond its reasonable control including any of the following: interruption or failure of utility services including but not limited to electricity, gas, water or telephone services, failure of or disruption to any transportation service, any industrial dispute, severe weather conditions, act of god, acts or regulations of governmental bodies or acts, acts of war or other hostilities, terrorism, fire, flood, explosion or civil commotion. In the event that such an event lasts for more than 30 days, either party shall be entitled to terminate any Assignment Schedule affected by such delay or non-performance by providing written notice to the other.
- Each party confirms that it is an independent business and nothing in this Agreement or by virtue of performing the Services shall be taken as creating a relationship of agent to principal, employer to employee, partnership or joint venture that would impose liability upon one for the act or failure to act of the other, or any form of a fiduciary relationship or duty between either party, nor will it be construed as granting either party the right, power, or authority (express or implied) to create any duty or obligation for the other.
- Leading Resolutions shall be solely responsible for all income tax and National Insurance due in respect of the work done by the Personnel in providing Services under this Agreement and each Assignment Schedule and will indemnify the Customer against any liability, assessment or claim together with all reasonable expenses and any penalty, fine or interest incurred or payable by the Customer in connection with any such liability, assessment or claim. The Customer may at its option satisfy such indemnity by way of deduction from any payments to be made by the Customer to Leading Resolutions under this Agreement.
- The terms of this Agreement represent the entire agreement between the parties and supersede any previous representations or agreements whether recorded in writing or otherwise. Each of the parties acknowledges that in entering into this Agreement it does not rely on, and will have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as set out in this Agreement.
- Each party agrees that any modification to this Agreement may only be made by signed written agreement between both parties.
- If any dispute arises out of or in connection with this Agreement and/or any Assignment Schedule, the parties will attempt in good faith to negotiate a settlement. If the matter is not resolved by negotiation, the parties will refer it to mediation in accordance with the Centre for Effective Dispute Resolution (“CEDR“) Model Mediation Procedure. (See www.cedr.co.uk). Unless the parties agree on the choice of mediator within 7 days of one party nominating a proposed mediator in writing to the other, the mediator shall be appointed by CEDR at the request of either party. If the parties fail to agree terms of settlement within 21 days of the start of the first meeting held under such procedure, the dispute may be referred to litigation by either party. Nothing in this clause shall prevent or delay either party from issuing proceedings in respect of breaches of 6, 8, 10, 11 and Schedule B, seeking injunctive relief in any court in respect of clause 11 or any infringement of Intellectual Property Rights or from issuing proceedings to recover any undisputed debt or from joining the other party to any proceedings issued against the first party by a third party.
- This Agreement and each Assignment Schedule and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed and construed according to the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English Courts to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
- Any notice given under this Agreement shall be in writing and shall be delivered by hand or by commercial courier or by Royal Mail special delivery posted in the United Kingdom. In the case of commercial courier or Royal Mail special delivery, delivery shall be deemed to take place at the time recorded on the delivery receipt or, as the case may be, on receipt by the sender of a notice that the addressee has “gone away” or refused to take delivery or any notice having similar effect. Notices shall be delivered or posted to the addresses of the parties given above or to any other United Kingdom address notified in substitution on or after the date of this Agreement.
- No forbearance, delay or indulgence by either party in enforcing the provision of this Agreement will prejudice or restrict the rights of that party nor will any waiver of its rights operate as a waiver of any past or subsequent breach.
- Save for Customer Group who shall have rights to enforce any term of this Agreement, any person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement (but this does not affect any rights or remedies of a third party which exist or are available apart from that Act).
- Leading Resolutions reserves the right to assign, novate, charge or otherwise part with possession (in whole or part) this Agreement and will use reasonable endeavours (except where it is subject to a confidentiality obligation) to provide no less than 60 days’ notice to the Customer of such an event.
- This Agreement may be entered into in any number of counterparts and by the parties to it on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument.