1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply in this Agreement (unless the context requires otherwise).

Agreement: means the Term Sheet and these Standard Terms and Conditions.

Alpha: means Telefónica Innovación Alpha S.L.

Alpha Property: all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the Business of Alpha its Group Company, its or their customers and business contacts, and any equipment, keys, hardware or software provided by Alpha during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Consultant on the computer systems or other electronic equipment of Alpha, the Consultant or the Individual during the Engagement.

Applicable Data Protection Laws: means the EU Regulation 2016/679 (“GDPR”) and any applicable national legislation relating to data protection and privacy and associated codes of practice, as amended or replaced from time to time.

Business of Alpha: Alpha is the Telefónica Group’s moonshots business, working on products and services outside of Telefónica’s normal telecommunications portfolio.

Commencement Date: the commencement date described in the Term Sheet.

Confidential Information: information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the Discloser or one of its Group Companies for the time being confidential to the Discloser or any Group Company, and trade secrets, including, without limitation, technical data and know-how relating to the business of Discloser or any of its Group Companies or any of its or their suppliers, customers, agents, distributors, shareholders, management or business contacts, and all access codes, systems log-ins/passwords, business plans of the Discloser or one of its Group Companies, data, know-how, designs, illustrations, drawings, photographs, notes, memoranda, terms of business, financial information, financial projections, financial records, sales and marketing information, spreadsheets, databases, schema, specifications, technical information and computer software of the Discloser and/or any of its Group Companies; and including (but not limited to) information that the Consultant creates, develops, receives or obtains in connection with this Engagement, whether or not such information is marked confidential.

Consultant: means the party to this Agreement other than Alpha, as set out in the Term Sheet.

Discloser: means a party that has disclosed Confidential Information to the other party.

End Date: as set out in the Term Sheet.

Engagement: the engagement of the Consultant by Alpha on the terms of this Agreement.

Existing IP: Intellectual Property Rights existing prior to or created outside the scope of this Agreement.

Fees: the charges payable by Alpha to Consultant for delivery of the Services under this Agreement, as described in the Term Sheet.

Government Officials: officers or employees of public or private international, national or local organizations, including anyone working for or on behalf of a national, state, provincial or local government department, body, agency or other government entity (including government-owned or controlled companies) or any public international organization. The term also includes political parties, party officials and candidates for political office.

Group Company: Alpha, its Subsidiaries or Holding Ccompanies from time to time and any subsidiary of any holding company from time to time.

Individual: any person or people identified as such in the Term Sheet.

Insurance Policies: commercial general liability insurance cover, employer's liability insurance cover, professional indemnity insurance cover and public liability insurance cover.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

Invention: any invention, idea, discovery, development, improvement or innovation made by the Consultant in connection with the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.

Law: means any applicable UK statute or proclamation or any delegated or subordinate legislation; any enforceable community right within the meaning of section 2(1) of the European Communities Act 1972; any Applicable Data Protection Laws; any applicable UK guidance, direction, determination or regulations with which a party is bound to comply; and/or any applicable judgement of an English court of law which is a binding precedent; in each case in force at any time during the term of this Agreement.

Recipient: means a party that has received Confidential Information from the other party under this Agreement.

Relevant Undertaking: the subject matter of this Agreement.

Services: the services to be delivered by Consultant under this Agreement, as described in the Term Sheet.

Subsidiary and Holding Company: mean "subsidiary" and "holding company" as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) a nominee.

Term Sheet: the set of contract-specific terms agreed by Alpha and Consultant which incorporate these Standard Terms and Conditions.

Termination Date: the date of termination of this Agreement, howsoever arising.

Works: all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software programs, inventions, ideas, discoveries, developments, improvements or innovations and all materials embodying them in whatever form, including but not limited to hard copy and electronic form, prepared by the Consultant in connection with the provision of the Services.

1.2 The headings in this Agreement are inserted for convenience only and shall not affect its construction. The Schedules to this Agreement (if any) form part of (and are incorporated into) this Agreement.

1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

2. TERM OF ENGAGEMENT

2.1 Alpha shall engage the Consultant and the Consultant shall provide the Services on the terms of this Agreement.

2.2 The Engagement shall commence on the Commencement Date and shall continue until the End Date unless and until terminated: as provided by the terms of this Agreement; or by Alpha giving prior written notice to the Consultant as specified in the Term Sheet.

3. DUTIES AND OBLIGATIONS

3.1 During the Engagement the Consultant shall:

(a) provide the Services with prevailing high standards of accepted business practices and ethics and use its or his best endeavours to promote the interests of Alpha;

(b) comply with all timescales and standards agreed in the Term Sheet, unless varied in advance by mutual written consent of the parties;

(c) provide such ancillary services, support services and resource as should reasonably be expected to be required in fulfilling its or his obligation to deliver the Services;

(d) comply with all Laws including (without limitation) all applicable privacy and data protection laws including the General Data Protection Regulation ((EU) 2016/679) and any applicable national implementing laws, regulations, secondary legislation and codes of practice in England and Wales relating to the processing of Personal Data, including (without limitation) the Data Protection Act 2018, as amended and/or replaced from time to time (the “Data Protection Legislation”).

3.2 Clause 3.1 does not impose any corresponding obligation on Alpha to request any minimum amount of services from the Consultant.

3.3 Unless it or he has been specifically authorised to do so by Alpha in writing:

(a) the Consultant shall have no authority to incur any expenditure in the name of or for the account of Alpha; and

(b) the Consultant shall not hold itself out as being an agent of Alpha or as having authority to bind Alpha.

3.4 The Consultant shall comply with Alpha's health and safety procedures from time to time in force at the premises where the Services are provided and report to Alpha any unsafe working conditions.

3.5 The Consultant shall procure that the Individual shall comply with Alpha's security and data protection policies.

4. INDIVIDUALS

4.1 Where an Individual is identified in the Term Sheet, the Consultant shall procure that person’s direct involvement as principal actor of the Consultant in the delivery of the Services.

4.2 The Consultant may not substitute another person for the Individual without Alpha’s prior written consent.

4.3 The Consultant shall procure that the Individual:

(a) is aware of, and complies with, Consultant’s obligations under this Agreement (and Consultant shall be solely liable to Alpha in the event of any failure by the Individual to so comply);

(b) is subject to confidentiality obligations relating to this Agreement and the Services provided hereunder that are no less stringent than those set out herein; and

(c) shall not be engaged (whether as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity) in any other business, trade, profession or occupation that: (i) would cause a breach of any of the Consultant's obligations under this Agreement; and/or (ii) is an activity that relates to a business which is similar to or in any way competitive with the Business of Alpha and which could reasonably be expected to have a prejudicial effect on the Business of Alpha; and

(d) possesses the relevant skills and experience to provide the Services to the standards and timescales agreed pursuant to this Agreement.

4.4 The Consultant shall have entered into, and shall maintain during the course of the Engagement, appropriate contractual arrangements (being either a contract for the provision of services or a contract of employment) with the Individual (or any substitute agreed by Alpha) in connection with the provision of the Services.

4.5 If the Individual is unable to provide the Services due to illness or injury, the Individual shall advise Alpha as soon as reasonably practicable and in any event within 24 hours. For the avoidance of doubt, no fee shall be payable under this Agreement in respect of any period during which the Services are not provided.

5. FEES

5.1 In consideration for the Consultant’s provision of the Services in accordance with Agreement, Alpha shall pay the Consultant the Fees.

5.2 Consultant shall submit invoices for the Fees to Alpha in accordance with the Term Sheet and Alpha shall pay undisputed invoices within 60 calendar days of receipt.

5.3 Alpha shall be entitled to deduct from the Fees due to the Consultant any sums that the Consultant may owe to Alpha at any time.

5.4 Any taxes related to the provision of Services (excluding Value Added Tax, which will be paid by Alpha, if applicable) will be borne by the Consultant.

5.5 The Consultant must provide to Alpha its Residence Tax Certificate covering the relevant period of the Services at the time of submission of any invoice. If the Residence Tax Certificate is not submitted by the Consultant at the time of invoice, Consultant must elect either (i) to delay receiving payment until the Residence Tax Certificate is submitted (Fees will become payable within 60 calendar days of the date of receipt of the certificate, provided an undisputed invoice has already been received); or (ii) for Alpha to pay the Fees subject to deductions for withholding taxes according to Spanish law. If, during the term of this Agreement, the validity of the mentioned Residence Tax Certificate expires, the Consultant will, as soon as is reasonably practicable (and in any event within 10 days) provide Alpha with a new one in force.

5.6 Payment of the Fees (in whole or part) shall be without prejudice to any claims or rights of Alpha or any Group Company against the Consultant in respect of the provision of the Services.

5.7 The Fees are exclusive of VAT.

6. EXPENSES

Alpha will not be liable for or pay any expenses the Consultant incurs in the provision of the Services, unless otherwise set out in the Term Sheet or as approved in writing by Alpha prior to being incurred, and subject to production of receipts or other appropriate evidence of payment as deemed sufficient by Alpha.

7. CONFIDENTIAL INFORMATION AND ALPHA PROPERTY

7.1 A Recipient shall not (except in the proper course of its or his duties), either during the Engagement or at any time after the Termination Date, directly or indirectly, use for its own purposes or those of any third party or disclose to any third party (and shall use its best endeavours to prevent the publication and disclosure of) any Confidential Information provided by a Discloser. This restriction does not apply to Confidential Information:

(a) which is already lawfully in the possession of the Recipient prior to its disclosure pursuant to this Agreement without any obligation of confidentiality or use by the Recipient to the Discloser;

(b) which becomes available to the Recipient on a non-confidential basis from a third party source other than the Discloser other than as a result of wrongful disclosure by such third party source;

(c) which is developed by or for the Recipient at any time independently of the Confidential Information disclosed by the Discloser by persons who have had no access to or knowledge of the Confidential Information;

(d) which is approved for release by the written authorisation of the Discloser;

(e) any use or disclosure of which is authorised by Alpha or required by law; or

(f) which is already in, or comes into, the public domain otherwise than through the Recipient’s unauthorised disclosure.

7.2 The Recipient shall not, at any time during the continuance of this Agreement make any notes, summaries or memoranda or take any copies of any document or information stored on any hard or portable disk or other information-storing medium relating to any matter within the scope of the Discloser’s or any Discloser Group Company’s business, dealings or affairs otherwise than for the benefit of the Discloser or its Group Company (“Discloser Information”). All such Discloser Information shall remain at all times the property of the Discloser and shall be returned to the Discloser (or the applicable Group Company) on demand by the Discloser and, in any event, on the termination of this Agreement. Where Discloser Information belongs to Alpha it is “Alpha Property”.

7.3 Without prejudice to the generality of clauses 7.1 and 7.2 above, any document (whether in paper, hard disk, portable disk or other format) created by Consultant in connection with its provision of the Services shall be the property of Alpha and shall be treated as Alpha Property under clause 7.2 above.

7.4 At any stage during the Engagement, the Consultant will promptly, on request, return to Alpha all and any Alpha Property in its possession.

8. DATA PROTECTION

8.1 If required to process Personal Data under this Agreement, each party shall comply, with Alpha's data protection policy and his/her relevant obligations under the Applicable Data Protection Laws. “Personal Data” shall mean any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly. It is not anticipated that Consultant will process Personal Data under this Agreement.

8.2 The Consultant acknowledges he/she has been informed about and consents to Alpha processing Personal Data relating to them where it is necessary:

a) for the performance of this Agreement;

b) for Alpha to comply with its legal obligations;

c) for Alpha’s legitimate interest and the Consultant’s interests and fundamental rights do not override those interests;

d) to protect the Consultant’s interest (or someone else’s interest); and/or

e) in the public interest.

8.3 Personal Data for the purpose of this Agreement shall include the Consultant’s name, contact details, and as appropriate, bank details, and any information about the individual's health in order to monitor sickness absence.

8.4 Alpha will not share these Personal Data with any third party, except when strictly necessary for the purpose and performance of this Agreement and/or when required by law.

8.5 Alpha has put appropriate measures in place to protect the security of the Personal Data.

8.6 Alpha will not transfer these Personal Data to a third country outside of the European Economic Area, except to the Consultant in the event they are based outside the European Economic Area, as necessary for the performance of this Agreement. In the case of a transfer to a third party outside of the European Economic Area, Alpha will ensure that this transfer takes place in compliance with GDPR requirements for such transfers.

8.7 The Personal Data, except for the Consultant’s name and contact details, will not be kept by Alpha for longer than necessary for the purpose of this Agreement and in any case not beyond the term of the Agreement.

8.8 Alpha hereby informs Consultant of the following rights he/she has in respect of any of his/her Personal Data that is processed by Alpha:

a) a right to request access, a copy of, rectification, erasure, or restriction of processing of his/her Personal Data,

b) a right to object to processing, a right not to be subject to automated individual decision-making and a right to data portability; and

c) to withdraw consent at any time and a right to lodge a complaint with a supervisory authority to protect his/her rights based on Applicable Data Protection Laws.

8.9 Alpha hereby informs Consultant that if he/she wants to make a request or has any concern about how his/her Personal Data is being used at any time or simply wants further information about the processing, he/she can contact the Alpha Point of Contact listed in the Term Sheet

8.10 The Consultant hereby acknowledges that the performance of this Agreement by Alpha may be rendered impossible if Alpha cannot process some of the Personal Data in respect of the Individual.

9. INTELLECTUAL PROPERTY

9.1 In consideration of the rights granted to the Consultant hereunder and in further consideration of payment to the Consultant of the sum of £1 (one pound) (receipt of and sufficiency of which it hereby expressly acknowledges) the Consultant hereby agrees to assign to Alpha absolute title (both legal and equitable) in all arising Intellectual Property Rights in the Works and the Inventions and all materials embodying these rights (the “Assigned Rights”). With respect to copyright works which form part of the Assigned Rights the Consultant agrees to waive all moral rights which may subsist in its favour with respect to such copyright works pursuant to the Copyright, Designs and Patents Act 1988 and any other similar legislation.

9.2 The Consultant undertakes to perform the following acts at its own cost:

(a) to notify Alpha in writing with full details of all Inventions promptly on their creation;

(b) to keep confidential the details of all Inventions;

(c) whenever requested to do so by Alpha and on the Termination Date, promptly to deliver to Alpha all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation which are in its possession, custody or power;

(d) not to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by Alpha; and

(e) to do all acts necessary and execute all such documents to confirm that absolute title in the Assigned Rights has vested, or shall vest, in favour of Alpha.

9.3 The Consultant agrees to indemnify Alpha and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by Alpha, or for which Alpha may become liable, with respect to any intellectual property infringement claim or other claim relating to the Assigned Rights or rights licensed under clause 9.6. Alpha may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Consultant.

9.4 The Consultant undertakes to give all reasonable assistance during or after the Engagement, as may, in the opinion of Alpha, be necessary to vest the Assigned Rights in, and register or obtain patents or registered designs in, the name of Alpha and to defend Alpha against claims that works embodying the Assigned Rights infringe third party rights.

9.5 The Consultant warrants that:

(a) the legal and beneficial ownership of, and all rights and interests in, the Assigned Rights and Consultant Existing IP are owned by itself or the Individual (and in the latter case, Consultant represents that it has the right to use such Consultant Existing IP to fulfil its obligations under this Agreement);

(b) it has not licensed or assigned any of the Assigned Rights or Consultant Existing IP;

(c) the Assigned Rights and Consultant Existing IP are free from any security interest, option, mortgage, charge or lien in favour of any third party;

(d) so far as it is aware, all the Assigned Rights and Consultant Existing IP are valid and subsisting and there are and have been no claims, challenges, disputes or proceedings, pending or threatened, in relation to the ownership, validity or use of any of the Assigned Rights or Consultant Existing IP; and

(e) so far as it is aware, exploitation of the Assigned Rights and Consultant Existing IP will not infringe the rights of any third party.

9.6 Consultant hereby grants to Alpha a non-exclusive, word-wide, royalty-free, perpetual, irrevocable, transferable licence to use any Consultant Existing IP to the extent necessary to allow Alpha to use and exploit the Works or Inventions.

10. INSURANCE AND LIABILITY

10.1 The Consultant shall have liability for and shall indemnify Alpha and any Group Company for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Consultant of the terms of this Agreement including any negligent or reckless act, omission or default in the provision of the Services.

10.2 During the Engagement, the Consultant shall maintain in force full and comprehensive Insurance Policies and shall comply with the terms of such Insurance Policies.

11. TERMINATION

11.1 Alpha may terminate the Engagement and this Agreement with immediate effect without notice and without any liability to make any further payment to the Consultant (other than in respect of amounts accrued before the Termination Date) if at any time:

(a) the Consultant commits any fraud, gross misconduct or negligent act affecting the Business of Alpha or any Group Company;

(b) the Consultant commits any serious or repeated breach of any of the provisions of this Agreement or refuses or neglects to comply with any reasonable and lawful directions of Alpha;

(c) the Individual is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);

(d) the Consultant makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors or an administration or winding-up order is made or an administrator or receiver is appointed in relation to the Consultant;

(e) the Individual is incapacitated (including by reason of illness or accident) from providing the Services for an aggregate period of 4 weeks during the Engagement;

(f) the Consultant commits any offence under the Bribery Act 2010 or breaches clause 13; or

(g) the Individual fails, or continues to fail, to provide the Services to the standards or to the timescales reasonably required by Alpha, after having been notified in writing by Alpha of the relevant standards and timescales.

11.2 The rights of Alpha under clause 11.1 are without prejudice to any other rights that it might have at law to terminate the Engagement or this Agreement. Any delay by Alpha in exercising its rights to terminate shall not constitute a waiver of these rights.

11.3 On the Termination Date the Consultant shall:

(a) immediately deliver to Alpha all Alpha Property in its possession or under its control;

(b) irretrievably delete any information relating to the Business of Alpha or any Group Company stored on any magnetic or optical disk or memory and all matter derived from such sources which is in its possession or under its control outside the premises of Alpha. For the avoidance of doubt, the contact details of business contacts made during the Engagement, all access codes, systems log-ins and passwords used during the Engagement are regarded as Confidential Information and as such, must be deleted from personal social or professional networking accounts or own devices; and

(c) on request, provide a signed statement that it or he has complied fully with its or his obligations under this clause 11.3.

11.4 The following clauses shall survive termination of this Agreement: clause 7 (Confidential Information and Alpha Property), clause 9 (Intellectual Property), clause 10 (Insurance and Liability), clause 11 (Termination), clause 12 (Status), clause 13 (Anti-Corruption), and clause 14 (General).

11.5 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

12. STATUS

12.1 The relationship of the Consultant (and the Individual) to Alpha will be that of an independent contractor and nothing in this Agreement shall render it (nor the Individual) an employee, worker, agent or partner of Alpha, and the Consultant shall not hold itself out as such and shall procure that the Individual shall not hold himself out as such.

12.2 This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Consultant shall be fully responsible for and shall indemnify Alpha or any Group Company for and in respect of:

(a) any income tax, social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with either the performance of the Services or any payment or benefit received by the Individual in respect of the Services, where such recovery is not prohibited by law. Consultant shall further indemnify Alpha against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by Alpha in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of Alpha’s negligence or wilful default; and

(b) any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Individual against Alpha arising out of or in connection with the provision of the Services.

12.3 Alpha may, at its option, satisfy such indemnity (in whole or in part) by way of deduction from payments due to the Consultant.

12.4 The Consultant warrants that:

(a) there is no legal or other impediment preventing it from providing the Services and complying with its obligations under this Agreement;

(b) it is not, nor will it prior to the cessation of this Agreement, become an ‘employment business’ or provide the Services as an ‘employment business’ within the meaning of section 13(3) of the Employment Agencies Act 1997; and

(c) it is not nor will it prior to the cessation of this Agreement, become a managed service company, within the meaning of section 61B of the Income Tax (Earnings and Pensions) Act 2003.

13. ANTI CORRUPTION

13.1 Consultant represents, warrants and covenants that:

(a) Consultant and any of its controlling entities or persons, affiliates, partners, officers, directors, employees and agents involved in the Relevant Undertaking will comply at all times in connection with and throughout the course of the Relevant Undertaking (if applicable, including upon acquisition of the products and/or contents that are relevant for the supply of goods or rights and/or for the provision of the services subject to this agreement), with all applicable laws, statutes, regulations and codes relating to combating corruption, including without limitation the United States Foreign Corrupt Practices Act (collectively, “Anti-Corruption Laws”);

(b) in connection with the Relevant Undertaking, neither Consultant nor any of its controlling entities or persons, affiliates, partners, officers, directors, employees or agents will offer, promise or give, nor have they, as at the effective date, offered, promised, or given money or anything of value, directly or indirectly, to (i) any Government Official in order to influence official action or otherwise obtain an improper advantage; (ii) any other person while knowing that all or any portion of the money or thing of value will be offered or given to a Government Official in order to influence official action or otherwise obtain an improper advantage, or (iii) any other person in order to induce him or her to act disloyally or otherwise improperly;

(c) Consultant will keep and maintain accurate and reasonably detailed books and financial records in connection with this Agreement and the Relevant Undertaking;

(d) Consultant has and shall maintain in place throughout the term of this agreement its own policies or procedures to ensure compliance with Anti-Corruption Laws, sufficient to provide reasonable assurances that violations of Anti-Corruption Laws will be prevented, detected and deterred;

(e) Consultant shall promptly report to Alpha any violation of its obligations under paragraphs (a), (b) and (c) of this clause 13.1; in such event, Alpha reserves the right to require that Consultant immediately takes appropriate remedial actions;

(f) Consultant’s representations, warranties and covenants in this clause 13 extend equally, for the avoidance of doubt, to any third parties subject to the control or influence or acting on behalf of Consultant in connection with the Relevant Undertaking, and Consultant has taken reasonable steps to ensure their compliance; and no rights or obligations of, or services to be rendered by Consultant in connection with the Relevant Undertaking shall be assigned, transferred or subcontracted to any third party without the prior written approval of Alpha; and

(g) Consultant shall certify its compliance with this clause 13 periodically as may be required by Alpha.

13.2 Breach of this clause 13 shall be deemed a material breach of this agreement. In the event of a breach of clause 13, except if remedied pursuant to clause 13.1(e) above, this Agreement may be immediately suspended or cancelled by Alpha and any claims for payment by Consultant may be forfeited.

13.3 To the extent permitted by law, Consultant will indemnify and hold harmless Alpha from and against any and all claims, damages, losses, penalties, costs (including but not limited to legal fees) and expenses arising from or related to, any breach by Consultant of its obligations under this clause 13.

13.4 Alpha shall have the right to audit Consultant’s compliance with its obligations and representations under clause 13. Consultant shall fully cooperate in any audit, review, or investigation conducted by or on behalf of Alpha.

14. GENERAL

14.1 Any notice given under this Agreement by either party to the other must be in writing and must be delivered either personally or by recorded delivery post or first class post. In the case of post such notice will be deemed to have been given two days after the date of posting. Notices will be delivered or sent to the addresses of the parties as set out above or to any replacement address notified in writing by either party.

14.2 Consultant shall not assign or sub-contract the provision of the Services to any other person, firm, company, or organisation without the prior written consent of Alpha.

14.3 This Agreement constitutes the entire agreement and understanding between the Consultant and Alpha in relation to the services described in the Term Sheet and supersedes any previous agreement between them relating to the Engagement. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement. Nothing in this Agreement shall limit or exclude any liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or other liability which cannot be limited or excluded by applicable law.

14.4 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.

14.5 This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.

14.6 Alpha Group Companies may in their own right enforce the provisions of this Agreement under the Contracts (Rights of Third Parties) Act 1999 (“Act”) which will apply to this Agreement save that Alpha and Consultant may vary or rescind this Agreement without the consent of any Alpha Group Company, who will have no rights in that respect. Without prejudice to any right or remedy apart from the Act, save provided by this clause, a person who is not a party to this Agreement has no right to enforce any term of this Agreement.

14.7 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

14.8 The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.

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