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Subscription Agreement

This Agreement is made and entered into on the Effective Date between Fourth Limited, a company registered in England and Wales with company number 3887115 whose registered office is at Forum St. Paul’s, 33 Gutter Lane, Second Floor, London EC2V 8AS (“Fourth“) and the company detailed in the Order (the “Customer“). This Agreement sets out the terms pursuant to which Fourth shall grant access to the Fourth Solution and supply certain Products and Services (as set out in the Order) to the Customer. The parties agree as follows:

1. DEFINITIONS

1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

Acceptable Use Policy” means Fourth’s acceptable use policy available from https://uk.fourth.com/legal/acceptable-usage-policy, as

amended by Fourth from time to time;

Add-on” means any Fourth Solution and/or Services described in the Order as an add-on, and shall include Payroll Bureau Services;

Agreement” means this Subscription Agreement, the Order, the SoW(s) (if any), the Salary Service Addendum, the Acceptable Use Policy, the Data Protection and Privacy Policy, and all and any documents referred to within these documents;

API” means any software application interface or workflow method made available by Fourth to enable integration, implementation and interoperability with third party hardware and software;

Applicable Anti-Bribery Law” means any bribery, fraud, kickback or similar anti-corruption law or regulation including the Bribery Act 2010 of England and Wales or the US Foreign Corrupt Trade Practices Act, applicable in the jurisdiction of registration and/or operation of Fourth and/or the Customer;

Authorised Processor” has the meaning given to it in the Data Protection and Privacy Policy;

Charges” means all charges payable by the Customer pursuant to this Agreement, being as at the Effective Date (i) as identified in the Order; and (ii) the RTW Charges (if any);

Confidential Information” means information which is designated as “confidential” or which by its nature ought reasonably to be considered confidential. Confidential Information includes any information concerning the technology, products, processes, trade secrets, know-how, business and financial affairs, prices, customers, employees and suppliers of a party;

Contract Year” means a period of 12 months (or shorter period immediately prior to termination) commencing on the Effective Date or on any anniversary of the Effective Date;

Data Protection and Privacy Policy” means Fourth’s data processing agreement and privacy policy available from www.fourth.com/agreements, as amended by Fourth from time to time, provided that such policy shall, at a minimum, comply with applicable law;

Documentation” means any operating manuals, user instructions and other related materials that Fourth provides to the Customer in connection with this Agreement from time to time;

Effective Date” means the last date of signature by the Customer of (i) the Order; and (ii) the SoW(s) (if any);

Employee Liability Information” means in respect of an Employee (defined at clause 10.2.1 below): (a) the identity and age of the Employee; (b) those particulars of employment that an employer is obliged to give the Employee under section 1 of the Employment Rights Act 1996; (c) information about any disciplinary action taken against the Employee and any grievances raised by the Employee, where a Code of Practice issued under Part IV of the Trade Union and Labour Relations (Consolidation) Act 1992 (“TULRCA”) relating exclusively or primarily to the resolution of disputes or any other applicable code or statutory procedure applied, within the previous two years; (d) information about any court or tribunal case, claim or action either brought by the Employee against the Customer within the previous two years or where the Customer has reasonable grounds to believe that such action may be brought against Fourth arising out of the Employee’s employment with the Customer; and (e) information about any collective agreement which will have effect after the Effective Date in relation to the Employee pursuant to regulation 5(a) of the Employment Regulations.

Employment Regulations” means any legislation in any jurisdiction implementing the Council of the European Union Directive 2002/23/EF of 21 March 2001, on the approximation of the laws of the Member States relating to the safeguarding of employees’ rights in the event of transfers of undertakings, businesses or parts of undertakings or businesses, including but not limited to the UK Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246);

Fourth Solution” means Fourth’s web-based services set out in the Order;

Group Company” means a company that is, from time to time, a subsidiary or holding company of a party, or is a subsidiary of a party’s holding company, where for purposes of this definition a company is a “subsidiary” of another company (the “holding company”) if the holding company: (i) holds a majority of the voting rights in it; or (ii) is a member of it and has the right to appoint or remove a majority of its board of directors; or (iii) is a member of it and controls (alone, pursuant to an agreement with other members) a majority of voting rights in it or if it is a subsidiary of a company which is a subsidiary of that other company;

Insolvency Event” means in respect of a party, if such party (a) is for any reason dissolved; (b) goes into liquidation or passes a resolution for voluntary winding up or its directors convene a meeting of shareholders to consider passing such a resolution (except for the exclusive purpose of a bona fide reconstruction or amalgamation in each case not involving insolvency and in such manner that the entity resulting there from effectively agrees to be bound by or assumes the obligations imposed on that party under this Agreement); (c) has an encumbrancer take possession of or an administrative receiver or receiver or similar officer appointed over all or any part of its assets or undertaking, or an application is made for the appointment of an administrative receiver, receiver or similar officer over all or any part of its assets or undertaking; (d) has an administrator appointed (by court order or otherwise including by its directors or by a floating charge holder), or has an application made either for the appointment of an administrator or for an administration order, or has a notice of intention to appoint an administrator given; (e) is the subject of any judgment or order made against it which is not complied with or discharged within 30 days or is the subject of any execution, distress, sequestration or other process levied upon or enforced against any of its assets; (f) is subject to a proposal being made for a voluntary arrangement or for any other compromise, composition, scheme or arrangement with, or assignment for the benefit of, its creditors; (g) is subject to a petition being presented for its winding up or dissolution (which is not dismissed within 14 days of its service) or a creditors’ meeting is convened for the purpose of winding up the company or an application is made for bankruptcy, liquidation, or similar proceeding; (h) is deemed unable to pay its debts or as having no reasonable prospect of so doing; (i) is subject to a moratorium coming into force; or (j) is subject to an event that is analogous to any of the events described in (a) to (i) above;

Intellectual Property Rights” or “IPR” means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names, domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;

Minimum Monthly Charges” means the sum of the total Recurring and the total Payroll charges as shown in the Order;

Minimum System Requirements” means the minimum system requirements as set out at https://uk.fourth.com/legal/minimum-system-requirements-for-all-systems;

Monthly Charges” means the total monthly recurring charges for the rights granted to the Fourth Solution for the Sites and for the Payroll Bureau Services and/or Salary Service (if applicable) being (1) at the Effective Date as set out in the Order (and listed as Recurring in the Category column in the Order); and (2) thereafter as otherwise calculated in accordance with the provisions of this Agreement (including clauses 3.4 and 4.5). For the avoidance of doubt any RTW Charges shall be excluded from this definition;

Order” means the document(s) titled “Services Order Form” and signed by or on behalf of the Customer;

party” and “parties” means Fourth and the Customer and their respective permitted assignees and successors in title;

Payroll Bureau Services” means those services to be provided as identified in Payroll Bureau Service Definition document set out at https://uk.fourth.com/legal/payroll-bureau-service-agreement, and such services shall be subject to the additional terms set out in the “Payroll Bureau Service Agreement” set out at https://uk.fourth.com/legal/payroll-bureau-service-agreement;

Payroll Monthly Charges” means the charges for the Payroll Bureau Services as set out in the Order (and listed as Payroll in the Category column in the Order) and calculated on a “per employee, per month” basis;

Products” means the items of hardware and/or sundries supplied or to be supplied (as the context requires) to the Customer as described in the Order including any Third Party Hardware;

RTW Charges” means the aggregate of the per transaction charge for each RTW Check;

RTW Check” means the electronic validation by Third Party Software of identified documents against certain criteria set out in the document entitled “Right To Work Checks – Description” as set out at https://uk.fourth.com/legal/legal-terms-and-policies, as amended by Fourth from time to time;

Salary Service” means those services to be provided as identified in the Salary Service Addendum set out at https://uk.fourth.com/legal/legal-terms-and-policies, as amended by Fourth from time to time;

Service Charges” means the charges payable in respect of the Services as set out in the Order (and listed as Service in the Category column in the Order) and any additional charges payable for providing Services;

Services” means the services to be supplied to the Customer by Fourth as referenced in the Order (and listed as Services in the Category column in the Order) and more particularly described in the SoW(s) (if any), together with (i) the Payroll Bureau Services; (ii) any learning management system made available by Fourth; and (ii) any other services agreed between the parties in writing;

Site” means the number of site(s) and/or locations identified in the Order, together with any new or additional sites and/or locations added in accordance with clause 3.4;

Solution Provision Date” means (as applicable):

(a) in respect of People System, when employee data has been loaded into the solution for the respective site(s);

(b) in respect of FnB Manager, when product or recipe data has been loaded into the solution for the respective site(s);

(c) in respect of Trade Simple, when product data has been loaded into the solution for the respective site(s);

(d) in respect of Adaco, when product or recipe data has been loaded into the solution for the respective site(s);

(e) in respect of Star Chef, when a username and password has been provided to the Customer;

(f) in respect of Fourth Analytics, immediately after the first Fourth Analytics project meeting (when the portal is provisioned and accessible to allow Fourth to establish data feeds and configure the solution);

(g) in respect of Fourth’s Labour Productivity Module (including Team Hours), when employee or revenue data has been loaded into the solution for the respective site(s);

(h) in respect of Fourth Connect, immediately after the first Fourth Connect project meeting (when the Data Connections are provisioned and accessible to allow Fourth to establish data feeds and configure the solution);

(i) in respect of Fourth Engage, when the solution has been configured and is available for the Customer to activate employees;

(j) in respect of the Fourth Engage branded App maintenance, as soon as the bespoke domain has been registered, configured and the App is available for download in the relevant online store; and

(k) in respect of Marketplace, when the first supplier and/or product data has been loaded into the solution for the respective site(s);

(l) in respect of the Salary Service, when the relevant App has been made available for download and the Salary Service is available for employees of the Customer;

(m) in respect of the Fourth ATS solution, when the Customer’s process has been configured and is available for testing;

SoW” means the document(s) titled “Statement of Work” and signed by the Customer, as the same may be amended or updated by mutual agreement between the parties;

Support Policy” means Fourth’s Support Policy as set out at https://uk.fourth.com/support/customer-support, as amended by Fourth from time to time;

Target Billing Date” means the date targeted for completion of the Services which relate to implementation and configuration (as set out in the Order), such date being identified in the Order;

Third Party Hardware” means those items identified as hardware in the Order;

Third Party Hardware Maintenance” means the maintenance and support services in respect of the Third Party Hardware to be provided directly to the Customer by the relevant third party; and

Third Party Software” means any third party software that is incorporated in, interfaces with or is otherwise used by, in any manner, the Fourth Solution or any component thereof.

1.2 In this Agreement:

1.2.1 use of the singular includes the plural (and vice versa);

1.2.2 the words “including”, “include”, “for example”,” in particular” and words of similar effect shall not limit the general effect of the words that precede them;

1.2.3 a reference to persons includes individuals, corporations, and unincorporated bodies or associations that are recognised at law (whether or not having separate legal personality and irrespective of their jurisdiction of origin, incorporation or residence);

1.2.4 references to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or bylaw made under that enactment; and

1.3 If there is any conflict, ambiguity or inconsistency between the provisions of this Agreement the conflict, ambiguity or inconsistency shall be resolved in accordance with the following order of precedence (i) the Order (other than in relation to the scope of the Services set out in set out in the SoW(s), in respect of which the SoW(s) shall take precedence); (ii) the SoW(s); (iii) this Subscription Agreement; (iv) the Salary Service Addendum (if any); (v) the Payroll Bureau Service Agreement (if applicable); (vi) the Data Protection and Privacy Policy; and (vii) the Acceptable Use

2. FOURTH SOLUTION AND FOURTH RESPONSIBILITIES

2.1 Fourth grants to the Customer and its Group Companies during the Term a personal, worldwide, non- exclusive, non-transferable right to use the Fourth Solution at the Sites solely in connection with the Customer’s (or its Group Companies’) internal business

2.2 Fourth shall:

2.2.1 provide the Services (other than the Payroll Bureau Services) from the Effective Date and the Products from the Solution Provision Date;

2.2.2 provide the Fourth Solution and Payroll Bureau Services from the Solution Provision Date;

2.2.3 provide the Fourth Solution and Services with reasonable skill and care and in accordance with its obligations under its Support Policy;

2.2.4 be entitled at any time to make any changes to the Fourth Solution, Documentation, Services and/or Products which are necessary to comply with any applicable legal requirement(s) and/or security requirement(s) and which do not materially adversely affect the nature or quality of the Fourth Solution, Documentation, Services and/or Products; and

2.2.5 comply with its obligations set out in the Data Protection and Privacy

2.3 Fourth shall not be responsible for providing support, maintenance, upgrades or warranties for the Third Party Hardware. Where the Customer has purchased Third Party Hardware Maintenance, this shall be provided directly by the relevant third party to the Customer; Fourth is not a party to such maintenance contract.

3. CUSTOMER RESPONSIBILITIES

3.1 The Customer shall (and shall procure that its Group Companies shall) comply with the:

3.1.1 Acceptable Use Policy; and

3.1.2 Data Protection and Privacy

Any breach of clause 3.1.1 shall be deemed a material breach of this Agreement and in addition to the rights set out in clause 9.1, Fourth shall also be entitled to suspend the Customer’s access to the Fourth Solution immediately.

3.2 The Customer shall maintain in place systems, networks, browsers and communication links that comply with the Minimum System Requirements and such other specifications provided by Fourth from time to Any changes to the Minimum System Requirements or other specifications provided by Fourth from time to time shall be reasonable and provided with sufficient notice for the Customer to implement.

3.3 The Customer shall, at its own expense, provide all information, documentation and assistance reasonably required by Fourth to deliver the Fourth Solution and the Services pursuant to this Agreement and the Customer shall ensure the accuracy of any such information and documentation provided. In particular the Customer shall comply with its obligations in the SoW(s) (if any) and the project plan and/or other project documentation agreed by the parties during the projects scoping phase, including ensuring (a) it has sufficient, dedicated and appropriate resource available to Fourth when required; (b) its data is current, fit for purpose and in the format specified by Fourth; and (c) its other third party suppliers (if any) do all such acts and things as are necessary to comply with the project plan in accordance with its timelines. For the avoidance of doubt Fourth shall not be responsible for liaising with the Customer’s third party suppliers in connection with the project implementation, and Fourth’s project management services shall only extend to the implementation of the Fourth Solution (although Fourth may provide advice to the Customer in respect of working with and/or the scoping of interfaces with, third party suppliers). The Customer shall own the relationship with its third party

3.4 Charges are based on a per Site basis as specified in the applicable Order. The Charges for each Site are based on the average number of users or employees at such Site during the then current Term on a tiered basis, and Fourth reserves the right to change such Charges if such number of users or employees significantly increases or decreases. During the Term the Customer shall pay the applicable Charges for the Fourth Solution in respect of each Site described in the applicable Order, provided that the Customer shall always be obliged to pay the Minimum Monthly Charges as a minimum. Subject to the foregoing, if Customer requires additional Sites where its personnel will access the Fourth Solution, Customer will execute an additional Order for such Sites.  For each such Site, the Customer shall pay the Charges set forth in such additional Order, which shall be billable and payable per this Agreement. Should additional Services be required for added sites, the scope and cost of these shall be agreed between the parties in writing at the relevant Where a portal split is required to separate data at a Site, the Customer shall be responsible to Fourth for all the costs associated with such portal split. Except as otherwise specified herein or in an Order, (i) Charges are based on Fourth Solutions purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant term.

3.5 The Customer shall be responsible for:

3.5.1 compliance with this Agreement by its Group Companies and its and their respective personnel (including former personnel for so long as such personnel retain access to any Fourth Solution post termination of employment with the Customer or any of its Group Companies)

3.5.2 ensuring that all usernames, passwords and other credentials (“Credentials”) in relation to the Fourth Solutions, and any APIs for the Fourth Solution, are kept secure, including by any third party providers with whom the Customer shares such Credentials;

3.5.3 all activity that occurs under or using any Credentials, and all acts and omissions of third party providers with whom the Customer shares such

3.6 The Customer may only use the Third Party Hardware in the jurisdiction to which it was originally shipped by or on behalf of

3.7 If the Fourth Solution (i) integrates or interoperates with third party hardware, software, services, websites, or data; or (ii) at Customer’s request enables automatic login, access to and transmission of (including automatic updates of) Customer data to nominated third parties’ systems via connected applications by logon to the Fourth Solutions (known as single sign-on) (together “Integrated Fourth Solution”), it is Customer’s responsibility to secure the right for Fourth to receive, transmit, process, display, and store all data from and to such third party (“Integrated Data”) to the extent required for Fourth to perform its obligations and exercise its rights under this Agreement. Fourth’s obligation to provide the Integrated Fourth Solution is contingent upon Customer securing such rights. Customer’s failure to secure such rights does not terminate or suspend Customer’s obligation to pay Charges for the Integrated Fourth Solution.  Customer acknowledges that the Integrated Fourth Solution may be provided through credentials which represents an administrator (or equivalent) level of access to the Fourth Solution, the Integrated Data and Customer’s data.  Fourth does not control, is not responsible for, and Customer bears all risks associated with access to and use of such third-party hardware, software, services, websites, or Integrated Data, including all activity that occurs through Customer’s credentials for the Integrated Fourth Solution, and all acts and omissions of third parties in connection with their use of such credentials, Integrated Data and the Integrated Fourth Solution. Any Integrated Data made accessible by Fourth in or through the Integrated Fourth Solution is provided on an “as-is” and “as available” basis without any warranty of any kind. Integrated Data may be indecent, offensive, inaccurate, incomplete, infringing, or otherwise objectionable or unlawful, and Customer acknowledges that Fourth is not responsible for and under no obligation to control, monitor or correct Integrated Data; provided, however, Fourth reserves the right to take remedial action if any such data violates applicable law or this Agreement, including without limitation, the removal of, or disablement of access to, such data and the Integrated Fourth Solution. Fourth reserves the right to limit the amount, type, and frequency in which Integrated Data may be uploaded into the Integrated Fourth Solution. Customer’s change in or additional use of third-party hardware, software, services, or websites that requires integration with an Integrated Fourth Solution may result in immediate additional Charges beginning at the time such change was made. Customers with an Integrated Fourth Solution shall provide at all times a current and active contact within its organization to Fourth so that Fourth may provide Customer notice of any material changes to its API. Integrated Fourth Solution warranties are contingent upon Customer maintaining such a contact and Customer’s integrated software or hardware meeting Fourth’s Minimum Requirements for such software or hardware. Fourth is not responsible for any Integrated Fourth Solution degradation or downtime due to Customer’s failure to provide and maintain such a contact. Where credentials associated with an Integrated Fourth Solution have not been used for a period of six months or more, Fourth reserves the right, but is not required, to deactivate such credentials.

4. CHARGES AND PAYMENT

4.1 Fourth shall invoice all applicable Charges in accordance with the terms of the Order; provided that any other costs described in this Agreement to be the Customer’s responsibility, or other amounts agreed between the parties, will be invoiced in the month in which such costs or amounts are incurred by Fourth. Customer will pay all such amounts in accordance with Clause 4.3.

4.2 The Service Charges identified in the Order are fixed for the delivery of the scope set out in the SoW provided that the Customer complies with its obligations set out in clause 3. Fourth reserves the right to alter the Service Charges set out in the Order should either (i) the scope set out in the SoW change; or (ii) the Customer fails to comply with clause 3.3.

4.3 Only one invoice shall be provided by Fourth in respect of each of the (a) Payroll Monthly Charges; and (b) remainder of the Monthly Charges, per month/annum (as applicable) and shall be issued in the name of the Customer. The Customer shall be solely responsible for the allocation of the Monthly Charges among its Group Companies or All invoices shall be payable by the Customer (i) where the Customer is paying the Monthly Charges monthly, by direct debit and within 14 days of their date; and (ii) where the Customer is paying the Monthly Charges annually, by electronic bank transfer within 45 days of their date. The Customer shall be responsible for all costs associated with such methods of payment.

4.4 The Charges are exclusive of Value Added Tax and/or any other applicable tax or duty which shall be paid in addition by the Customer at the rate and in the manner for the time being prescribed by law and the Customer shall have sole responsibility for such taxes and duties.

4.5 Fourth shall be entitled to increase the Charges each year of the term after the yearly anniversary of the applicable Order’s Effective Date. No increase to Charges pursuant to this Clause shall be made during the 12 month period after the Effective Date of the applicable Order. Increases in Charges shall not exceed the maximum allowed by law in the jurisdiction specified in Clause 15 For clarity, Fourth may at any time increase prices to Customer for Third Party Hardware, Third Party Hardware Maintenance, and Third Party Software to reflect price increases made by the third party providers of such hardware, maintenance and services.

4.6 All reasonable expenses for travel, subsistence and accommodation incurred by Fourth in the provision of on-site Services, or in relation to the set up of Third Party Hardware, shall be recharged to the Customer.

4.7 Notice of cancellation of any training must be received by Fourth at least 48 hours in advance. Where notice of such cancellation is received less 48 hours in advance the Customer shall pay 100% of the Charges in respect of such

4.8 If any sum payable to Fourth by the Customer under this Agreement (in each case without prejudice to the other rights and remedies of Fourth):

4.8.1 Is not paid within 30 days of the due date, Fourth reserves the right to (a) charge interest to the Customer at a rate of 3% above the Bank of England Base Rate from time to time in force compounded quarterly from the due date; (b) withhold the supply of and/or access to all or part of the Fourth Solution, Documentation, Services and/or Products until such time as full payment has been made to Fourth; and/or (c) terminate this Agreement. This clause 4.8.1 shall not apply in circumstances where clause 4.8.3 applies;

4.8.2 Is not paid and the Customer suffers an Insolvency Event, Fourth reserves the right to withhold the supply of and/or access to all or part of the Fourth Solution, Documentation, Services and/or Products until such time as full payment has been made to Fourth;

4.8.3 is not paid as a result of the failure of the direct debt in place between the Customer and Fourth, Fourth reserves the right to (a) charge the Customer an admin fee of £35.00 for each failed direct debit (b) withhold the supply of and/or access to all or part of the Fourth Solution, Documentation, Services and/or Products until such time as full payment has been made to Fourth; and/or (c) where such amount remains unpaid for a period of 30 days post the date of first attempted collection of the direct debit, terminate this Agreement,

and in each case, the Customer shall pay, on an indemnity basis, Fourth’s costs in instructing any debt collection agency, and all legal and other costs ancillary thereto, including in relation to separation or extraction of Customer data (including Personal Data).

4.9 Should an invoice be legitimately disputed by the Customer then payment of any undisputed element of the invoice shall be made by the Customer in accordance with the requirements of this Agreement and interest shall be abated on the disputed element (the “Disputed Amount”) until the dispute is If the invoice is subsequently accepted (or reduced to an acceptable level), then interest calculated in accordance with Clause 4.8 above shall apply on the Disputed Amount (or relevant part thereof which has been agreed to be payable) calculated from the original due date to the actual payment date. If the invoice is cancelled and no amount is payable, or if the Disputed Amount is not payable, by the Customer then no interest will be due. It is the Customer’s responsibility to check each invoice when received and to raise any dispute or query promptly following receipt, and in any event prior to payment of the same. Fourth shall not be obliged to credit a Customer’s account or to issue a credit note in respect of any invoiced amounts that are not disputed by the Customer prior to the date payment of such invoice is due.

5. WARRANTIES, ACCESS TO AND USE OF THE FOURTH SOLUTION

5.1 Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; and (b) no authorisation or approval from any third party is required in connection with such party’s execution, delivery, or performance of this

5.2 The Customer acknowledges that access to the Fourth Solution may be subject to limitations, delays and other problems inherent in the use of communications facilities. Fourth (a) shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks or facilities, including the internet; and (b) does not warrant that the Fourth Solution, Services or Products will be error-free or that operation of the Fourth Solution, Services and the Products will be secure or

5.3 The Customer acknowledges and agrees that:

5.3.1 it is relying solely on its own skill and judgment, and not that of Fourth, in determining the suitability of the Fourth Solution, Documentation, Services and/or Products for its business or for any general or specific purposes;

5.3.2 the Fourth Solution, Documentation, Services and/or Products have not been developed to meet the individual requirements of the Customer and the Fourth Solution, Documentation, Services and/or Products are provided to the Customer on an “as is” basis;

5.3.3 it assumes sole responsibility for results obtained from the use of the Fourth Solution, Documentation, Services and/or Products and for conclusions drawn from such use;

5.3.4 the Fourth Solution, Documentation, Services and/or Products may incorporate or rely on data provided by third parties such as suppliers, which may include nutritional and allergen The parties agree that Fourth is not responsible for and has no control over the accuracy of any such data provided by third parties, nor is Fourth under any duty to verify the accuracy of data provided by those third parties to the Customer

5.4 The Customer represents and warrants that (1) neither it nor any of its Group Companies, are named on any U.S. government denied-party list; and (2) it, and each of its Group Companies, is located in a jurisdiction permitting use of the Fourth Solution, Documentation, Services and/or Products. Any breach of this Clause is a material breach of this Agreement incapable of remedy and, without prejudice to any other right, relief or remedy, entitles Fourth to terminate this Agreement immediately.

5.5 All warranties, representations, conditions and other terms whether express, implied (either in fact or by operation of law), by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement and explicitly disclaimed, including (without limitation) warranties of merchantability and fitness for a particular

5.6 Fourth shall use reasonable efforts to provide the Customer the benefit of all indemnities and warranties granted to Fourth by the providers of the Third Party Software, to the extent possible without additional cost to Fourth, as and if permitted by Fourth’s agreement with the provider of the Third Party Software, as applicable, and to the extent such indemnities and warranties pertain to the Customer’s use of the Third Party Software under the Agreement. In the event of any defect in any Third Party Software (in the form delivered by Fourth and when properly used for the purpose and in the manner specifically authorised by the Agreement), Fourth shall use commercially reasonable efforts to have such Third Party Software replaced or correct without charge pursuant to any applicable warranty terms, in each case, to the extent available. This Clause 6 states Fourth’s entire responsibility, and the Customer’s sole and exclusive remedy, with respect to any defect in any Third Party Software.

5.7 Fourth is an authorised reseller of DocuSign, Inc. Customer agrees that its right to use the DocuSign Inc product as part of Fourth’s applicant tracking solution (if relevant) is subject to Customer’s agreement to and compliance with the DocuSign, Inc. terms of use found at http://www.docusign.com/company/terms-and- conditions/reseller. Fourth is not a party to such terms and Customer acknowledges and agrees that Fourth shall have no liability under such

5.8 Fourth may make APIs available for the Fourth Solution for data input and other purposes. The Customer acknowledges that the API may be provided through credentials which represents an administrator (or equivalent) level of access to the Fourth Solution and Customer’s data. Fourth does not control, is not responsible for, and Customer bears all risks associated with access to and use of such API, including all activity that occurs through the Customer’s credentials for the API, and all acts and omissions of third parties in connection with their use of such credentials, Customer’s data and the API. All such use shall be deemed to be the use of the Customer for the purposes of this Agreement. Any data made accessible by Fourth in or through the API is provided on an “as-is” and “as available” basis without any warranty of any kind. Where credentials associated with an API have not been used for a period of six months or more, Fourth may, but is not required to, deactivate such credentials. The Customer shall ensure that each of its third parties is provided with separate credentials for any API. The Customer may not use the APIs or incorporate the runtime components thereof to develop a product or service that competes with any product or service offered by Fourth.

6. CONFIDENTIALITY

6.1 Subject to the provisions of Clause 2 and Clause 6.3, each party shall treat and maintain as confidential all Confidential Information disclosed to it by or on behalf of the other party pursuant to or in relation to this Agreement, and shall not, without the prior written consent of the other party, use or disclose such Confidential Information except for the purposes of this Agreement.

6.2 A party may disclose Confidential information to (a) such of its employees and sub-contractors who need to know the same for the purposes of the performance of this Agreement; and (b) its auditors, tax authorities, professional advisors; and (c) any other person having a statutory or regulatory right to request and receive the Confidential Information, ((a) and (b) being “Permitted Disclosees”) provided that a party ensures that its Permitted Disclosees comply with the provisions of this Clause 6 as if a party to this Agreement, and ensures that the disclosees referred to in limb (c) are made aware of the confidential nature of the information disclosed.

6.3 Clause 1 does not apply to information which the receiving party can demonstrate (a) is in the public domain or subsequently enters the public domain otherwise than as a result of a breach of this Clause 6; or (b) was already rightfully in its possession prior to disclosure to it without any obligation of confidentiality.

7. INTELLECTUAL PROPERTY INFRINGEMENT

7.1 All Intellectual Property Rights subsisting and/or arising in the Fourth Solution, Services and Documentation shall vest and remain vested in

7.2 Subject to clause 4, Fourth shall indemnify the Customer against any amounts awarded against the Customer pursuant to any claim by a third party that the use of the Fourth Solution, Documentation and/or Services (excluding the Third Party Software) infringes any Intellectual Property Right of that third party (“IPR Claim“) provided that:

7.2.1 the Customer shall promptly notify Fourth in writing of the IPR Claim;

7.2.2 Fourth shall have the exclusive conduct of the defence of the IPR Claim and all negotiations for its settlement or compromise and shall have sole authority to settle the IPR Claim; and

7.2.3 the Customer shall, at the reasonable cost of Fourth, give Fourth all necessary assistance requested by Fourth in the defence of such IPR

7.3 If an IPR Claim is made, or Fourth anticipates that an IPR Claim might be made, Fourth may, at its own expense and sole option, either (a) procure for the Customer the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item and there is no additional cost to the

7.4 Fourth shall not be liable to the Customer for an infringement (or alleged infringement) of an Intellectual Property Right of a third party to the extent that such infringement is caused by:

7.4.1 use of the Fourth Solution, Documentation and/or Services in combination with any item not provided or supported by Fourth;

7.4.2 use of information, data or programs furnished by the Customer in the course of the Fourth Solution, Documentation and/or the Services and/or Fourth acting on the specific instruction(s) of the Customer;

7.4.3 alteration of the Fourth Solution, Documentation and/or Services other than by Fourth or as authorised in writing by a duly authorised representative of Fourth;

7.4.4 failure of the Customer to use replaced or modified parts of the Fourth Solution provided by Fourth pursuant to Clause 3 in order to avoid such infringement; or

7.4.5 use of the Fourth Solution, Documentation and/or Services for any purpose other than as permitted by, or in contravention of, this

7.5 This Clause 7 together with Clause 8 states Fourth’s entire liability to the Customer arising from an infringement (or alleged infringement) of an Intellectual Property Right of a third

7.6 The Customer grants to Fourth a non-exclusive, non-transferable licence to use its trademarks, trade names and/or logos (i) so far as is reasonably necessary for the purposes of this Agreement; and (ii) to include the Customer as a customer of Fourth in Fourth’s marketing material, including on Fourth’s website.

7.7 Fourth may, without the prior approval of the Customer, disclose the Customer’s use of the Fourth Solution to employees and sub-contractors of Fourth and/or to potential or existing customers of the Fourth Solution and/or to potential investors of Fourth.

7.8 Notwithstanding anything to the contrary in this Agreement:

7.8.1 Fourth shall be entitled to capture and use information provided by the Customer through access and use of the Fourth Solution, Documentation, Services and/or Products including for the purpose of developing and maintaining the Fourth Solution provided such use does not identify in any way the Customer or an individual specifically ; and

7.8.2 if the Customer provides any feedback to Fourth concerning the functionality and performance of the Fourth Solution, Documentation, Services and/or Products (including identifying potential errors and improvements), the Customer hereby assigns to Fourth all right, title, and interest in and to the feedback, and Fourth is free to use the feedback without payment or

7.9 The Customer acknowledges and agrees that Fourth may compile and exploit reports which include information provided by the Customer although such information shall be in generic, de-identified or aggregated form. The Customer shall be entitled to a copy of such reports on request by the Customer, provided such report is used for the Customer’s internal purposes only and not otherwise exploited or Where the capture and use of such information involves Personal Data such Personal Data shall be used by Fourth in compliance with the Data Protection and Privacy Policy.

8. LIMITATION OF LIABILITY

8.1 Nothing in this Agreement shall exclude or in any way limit:

8.1.1 either party’s liability for death or personal injury caused by its own negligence;

8.1.2 either party’s liability for fraud or fraudulent misrepresentation; or

8.1.3 any other liability which cannot be excluded by

8.2 The provisions of this Clause set out the entire financial liability of Fourth, including any liability for the acts or omissions of its employees, agents and sub-contractors (including the Authorised Processors), to the Customer, and any indemnity given by Fourth under this Agreement in respect of:

8.2.1 any breach of this Agreement;

8.2.2 any use made by the Customer of any of the Fourth Solution, Documentation, Services and/or Products; and

8.2.3 any representation, statement or tortious act or omission including negligence arising under or in connection with this Agreement.

8.3 Subject to Clause 1:

8.3.1 Fourth’s total liability in contract, tort, including negligence or breach of statutory duty, misrepresentation, restitution or otherwise for all claims in aggregate that occur in a Contract Year shall be limited to the monies paid by the Customer to Fourth in the immediately preceding Contract Year less any Service Charges, save that (A) for all claims in aggregate that occur in the first Contract Year the liability of Fourth shall be limited to the greater of (i) the monies paid by the Customer to Fourth under this Agreement in respect of that first Contract Year less the Service Charges; and (ii) 50% of the Charges less the Service Charges payable in respect of that first Contract Year; and (B) in respect of liability in connection with the Salary Service, the limits and exclusions of liability in the Salary Service Addendum shall apply;

8.3.2 Fourth excludes any liability arising out of or based upon the results of the Customer’s use of the Fourth Solution, Documentation, Services and/or Products; and

8.3.3 Fourth shall not be liable to the Customer for (a) any loss (whether direct or indirect) of revenue or profits; (b) any loss (whether direct or indirect) of anticipated savings; (c) any loss (whether direct or indirect) of goodwill or injury to reputation; (d) any loss (whether direct or indirect) of business opportunity; (e) any loss (whether direct or indirect) of or corruption to data (including Personal Data); (f) any loss suffered by third parties; (g) any wasted management time; (h) indirect, consequential, punitive or special loss or damage; in each case arising out of or in connection with this Agreement including without limitation as a result of breach of contract, negligence or any other tort, under statute or otherwise, and regardless of whether Fourth knew or had reason to know of the possibility of the loss, injury or damage in question.

8.4 It is the responsibility of the Customer to properly assess any consequential loss that it may suffer and to obtain and maintain adequate insurance in relation to such The Customer shall also ensure that it has adequate insurance cover in relation to any loss or damage which may be caused to Fourth through the negligence or default of the Customer, its employees, sub-contractors or agents.

9. TERM AND TERMINATION

9.1 This Agreement shall commence upon the Effective Date and shall continue unless and until terminated in accordance with this Clause Either party may terminate this Agreement: (i) if the other party commits a material breach of this Agreement and (where capable of remedy) does not remedy such breach within 30 days of receiving written notice of the material breach from the non-breaching party. Termination in accordance with this Clause 9.1 shall take effect when the breaching party receives written notice of termination from the non-breaching party, which notice must not be delivered until the breaching party has failed to remedy its material breach during the 30 day remedy period (if applicable); (ii) immediately on written notice if the other party should suffer an Insolvency Event; or (iii) at any time after the Target Billing Date, on providing to the other party at least 12 months’ written notice. For the avoidance of doubt, the Charges shall be payable in full during the notice periods referred to in this Clause.

9.2 If this Agreement is terminated:

9.2.1 the rights granted to the Customer in this Agreement shall immediately cease and Fourth shall cease to make the Fourth Solution, Documentation, Services and/or Products available to the Customer;

9.2.2 the Customer shall pay to Fourth any Charges, or other amounts that have accrued prior to the effective date of the termination; and

9.2.3 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 this Agreement which existed at or before the date of termination shall not be affected or

9.3 Any termination of this Agreement (howsoever occasioned) is without prejudice to and shall not affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination including Clauses 6 (Confidentiality), 7 (Intellectual Property Infringement), 8 (Limitations of Liability), 12(Force Majeure) and 15 (Governing Law).

10. TUPE ON ENTRY (PAYROLL BUREAU SERVICES)

10.1 The parties do not anticipate that the Employment Regulations will apply to the provision of the Payroll Bureau Services at the Effective Date or otherwise. However, if the Customer believes that the Employment Regulations will apply, the Customer must notify Fourth without If the Employment Regulations apply, the remainder of this clause will take effect.

10.2 The Customer represents, warrants and undertakes to Fourth that:

10.2.1 it will comply with its obligations under the Employment Regulations;

10.2.2 it will, without delay, provide Fourth with a list of names of the individuals engaged or employed by the Customer which it believes will transfer to Fourth under the Employment Regulations (the “Employees”);

10.2.3 it will confirm whether any Employees have given or received notice of termination of their employment or would be entitled to give notice as a result of the provisions of this Agreement;

10.2.4 it will provide, without delay, full particulars of the terms of employment of all of the Employees (including all remuneration, incentives, bonuses, expenses and other payments and benefits whatsoever payable, including other than the pension benefits of any Employees);

10.2.5 in relation to each of the Employees (and so far as relevant to each of its former employees who may have been impacted by the Employment Regulations) the Customer confirms that it has:

(a) complied with all of its legal obligations (including the maintaining of adequate and suitable records regarding the service of each of its employees);

(b) calculated and paid all holiday pay for periods of holiday taken under regulation 13 of the Working Time Regulations 1995 (SI 1998/1833) in accordance with the Directive 2003/88/EC of the European Parliament of the Council of 4 November 2003 concerning certain aspects of the organisation of working time;

(c) complied with any collective agreements and customs and practices for the time being dealing with such relationship or the conditions of service of its employees; and

(d) complied with any relevant orders and awards made under any statute affecting their conditions of service;

10.2.6 it will inform Fourth, without delay, if there are any amounts due to or in respect of any of the Employees (including PAYE and National Insurance) which are in arrears or unpaid, or if there are any other monies or benefits other than in respect of contractual emoluments that are payable to any of the Employees, or if there are any claims, occurrences or circumstances which may give rise to a claim against the Customer arising out of the employment or termination of employment of any of the Employees for compensation for loss of office or employment, whether under contract or any statute or regulations or otherwise;

10.2.7 it will inform Fourth, without delay, if there is any outstanding agreement or arrangement to which the Customer is party, for profit sharing or for payment to any of the Employees of any bonuses or for incentive payments or other similar matters in relation to any Employee;

10.2.8 it will provide to Fourth, without delay, the Employee Liability Information to Fourth (as at a specific date not more than 14 days before it was provided to Fourth and not less than 28 days before the Effective Date) regarding each of the Employees either in writing or by making it available to Fourth in a readily accessible form;

10.2.9 it will notify Fourth in writing of any change in the Employee Liability Information since the date on which it was provided;

10.2.10 it will, co-operate with Fourth in respect of any pre-transfer consultation by the transferee in accordance with Part IV TULRCA, if required;

10.2.11 it will inform Fourth, without delay if it has been involved in any industrial or trade disputes in the last three years, or if, to the best of its knowledge, information and belief there are any circumstances which may result in any industrial dispute involving any of the Employees, or if the provisions of this Agreement (including the identify of Fourth) is likely to lead to any industrial dispute; and

10.2.12 it will inform Fourth, without delay if the Customer has entered into any recognition agreement with a trade union in relation to the Employees or done any act which may be construed as recognition;

10.3 The Customer shall indemnify Fourth in full for and against all claims, costs, expenses or liabilities whatsoever and howsoever arising incurred or suffered by Fourth including all legal expenses and other professional fees (together with any VAT thereon) in relation to:

10.3.1 the termination by the Customer of the employment of any Employee;

10.3.2 failure by the Customer to comply with any of its obligations under the Employment Regulations;

10.3.3 anything done or omitted to be done in respect of any of the Employees which is deemed to have been done by Fourth by virtue of the Employment Regulations; and

10.3.4 any claim made at any time by any employee of the Customer other than the Employees who claim to have become an employee of or have rights against Fourth by virtue of the Employment Regulations (“Claims”).

provided such costs, claims, expenses and liabilities are not payable as a result of any act or omission of Fourth.

10.4 Fourth shall procure that its employees, agents and successors in title shall promptly:

10.4.1 take such action in connection with the Claims as the Customer shall from time to time reasonably request;

10.4.2 provide free of charge all such assistance and information as the Customer may reasonably request relating to the Claims to enable the Claims to be pursued;

10.4.3 subject to any restriction imposed by law, provide the Customer, its legal and other advisers with access to all documents, records or other information held by Fourth relating to the Claims;

10.4.4 provide the Customer and/or its professional advisers and experts with access from time to time to such members of staff as may be necessary to assist the Customer with the preparation of its cases in relation to he Claims;

10.4.5 permit and require such employees as the Customer and/or its professional advisers may reasonably request to meet with the Customer and/or its legal advisers in normal working hours to prepare witness statements for trial, attend meetings with Counsel or experts and/or to attend any court hearing or trial in connection with the Claims for so long as frequently as the Customer and/or its legal or other professional advisers may reasonably require;

10.4.6 provide such other assistance as the Customer may reasonably request in order to ensure the due and timely prosecution of the Claims;

10.4.7 resist in connection with the Claims any request for documents, information, access to relevant premises or to employees of the business by any third party without first informing the Customer and obtaining its agreement to any approval of the request; and

10.4.8 preserve and not waive legal professional privilege or any other privilege attaching to any of the documents or other information relating to the Claims in their possession without first obtaining the Customer’s consent to such waiver, such consent not to be unreasonably

10.5 All salaries and other emoluments including holiday pay/accrued holiday, taxation and National Insurance contributions and contributions to retirement benefit schemes relating to the Employees for the period up to and including the Effective Date shall be borne by the Customer (whenever they become due), and by Fourth with effect from the Effective

10.6 Fourth shall indemnify the Customer in full for and against all claims, costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Customer including all legal expenses and other professional fees (together with any VAT thereon) in relation to any failure by Fourth to comply with its obligations pursuant to the Employment

11. EMPLOYMENT ON EXIT (PAYROLL BUREAU SERVICES)

11.1 The parties do not anticipate that the Employment Regulations will apply upon termination of this Agreement, whether pursuant to clause 9 of this Agreement or otherwise.

11.2 If either the parties or any employees assert that the Employment Regulations apply, the parties agree to co- operate to procure that any employees who wish to remain employed by Fourth are

11.3 The Customer shall indemnify Fourth in full for and against all claims, costs, expenses or liability whatsoever and howsoever arising, incurred or suffered by Fourth including all legal expenses and other professional fees (together with any VAT thereon) in relation to any Employee who resigns as a result of this Agreement, its termination or any action of the Customer in connection with that

12. FORCE MAJEURE

12.1 Except in respect of the obligation of the Customer to pay the Charges, neither party will be liable for any delay in performing any of its obligations under this Agreement or for failure to perform any such obligations if the delay or failure results from circumstances beyond the control of the party including strikes, labour disputes, acts of God, war, riot, terrorism, civil commotion, malicious damage, accident, breakdown of plant or machinery, fire, flood, storm, explosion, flu or other epidemic, compliance with any law or government order, rule, regulation or direction, difficulty or increased expense in obtaining workers, materials or transport, refusal of third party licence, or failure of a utility service or telecommunications network.

12.2 The party seeking to rely on the provisions of this Clause 12 shall notify the other of the facts and the circumstances, and shall use its reasonable endeavours to minimise the impact of such circumstance and to recommence the performance of its obligations as soon as reasonably possible.

13. ANTI-CORRUPTION

13.1 Each party shall not violate any Applicable Anti-Bribery Law and shall at all times implement adequate procedures designed to prevent it and any Associated Person from engaging in any activity which would constitute an offence under any Applicable Anti-Bribery

13.2 Any breach of this Clause 13 1 by a party is a material breach of this Agreement incapable of remedy and, without prejudice to any other right, relief or remedy, entitles the other party to terminate this Agreement immediately.

14. GENERAL

14.1 Fourth shall be and shall act as an independent contractor (and not as the agent or representative of the Customer) in the performance of this

14.2 Fourth may utilize a subcontractor or other third party to perform its duties under this Agreement (including an Authorised Processor) so long as Fourth remains responsible for all of its obligations under this

14.3 Except for assignments to a party’s third party lender in security, neither party shall be entitled to assign, sub- license or otherwise transfer this Agreement whether in whole or in part without the prior written consent of the other

14.4 Any notice required or permitted to be given in accordance with this Agreement shall be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at (a) in respect of the Customer, the address set forth on the Order; and (b) in respect of Fourth, its registered office from time to time. Notices are deemed delivered three working days following the date of certified or registered mailing or one working day following delivery to a reputable and insured overnight or same day courier.

14.5 The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or

14.6 Except as expressly provided in this Agreement, the rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by

14.7 Other than as set out in the Salary Service Addendum (if relevant), no person other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its

14.8 If any part of this Agreement is found by any court or administrative body of competent jurisdiction to be illegal, unenforceable, or invalid, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and If any material limitation or restriction on the use of the Fourth Solution, Documentation, Services and/or Products under this Agreement is found to be illegal, unenforceable, or invalid, the Customer’s right to use the Fourth Solution, Documentation, Services and/or Products shall immediately terminate.

14.9 The Agreement is the entire agreement and understanding between the parties in respect of its subject matter and supersedes (i) any previous agreement, warranty, statement, representation, understanding or arrangement, whether written or oral, express or implied, given or made before the Effective Date by or on behalf of either party in respect of the subject matter of the Agreement; and (ii) any other agreements for Fourth solutions and/or services which exist between the parties as at the Effective Date (the “Existing Agreements”), and the terms of the Agreement shall apply, from the Effective Date, to such provision of Fourth solutions and/or services so provided in place of the Existing Agreement, however, the Agreement shall not supersede (a) the then current pricing applicable under the Existing Agreements, which shall continue to apply; (b) any nondisclosure or comparable agreement between the parties executed prior to the Effective Date; or (c) any agreements between the parties relating to professional services relating to the Fourth Solution, Documentation, Services and/or Products that Fourth may provide.

14.10 Each of the parties acknowledges and agrees that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty other than as expressly set out in Clause 5 of this Agreement. Neither party shall be entitled to claim the remedies of rescission or damages for misrepresentation arising out of, or in connection with, any agreement, warranty, statement, representation, understanding or undertaking whether or not it is set out in this Agreement. Nothing in Clause 9 or 14.10 shall limit or exclude any liability for fraud or fraudulent misrepresentation.

14.11 No usage of trade or other regular practice or method of dealing between the parties shall be used to modify, interpret, supplement, or alter this Agreement. Fourth shall not be bound by any term, condition, or other provision that is proffered by the Customer in any receipt, acceptance, confirmation, correspondence, or otherwise, or that the Customer seeks to impose or incorporate, unless Fourth specifically agrees to such provision in writing and signed by an authorised agent of

14.12 This Agreement may be amended from time to time by Fourth as required to comply with law or regulation, or as otherwise expressly permitted in this Agreement. Fourth shall give the Customer reasonable notice of any such material proposed All other amendments shall be subject to the prior written approval (not to be unreasonably withheld or delayed) of each party.

14.13 During the Term and for a period of one year thereafter, the Customer will not, directly or indirectly, employ, engage or solicit the employment or engagement of the services of a Fourth employee or independent contractor of Fourth, with whom it had dealings during the Term, without the prior written consent of

15. GOVERNING LAW

15.1 This Agreement shall be governed by and shall be construed in accordance with the laws of England and Wales. The Courts of England and Wales shall have exclusive jurisdiction to hear and determine any suit or action or proceedings and settle any disputes which may arise out of or in connection with this Agreement, and for such purposes, each party irrevocably submits to the exclusive jurisdiction of the Courts of England and Wales.