THIS AGREEMENT made 2008

BETWEEN:

Cornwall County Council [a body incorporated by][statute ]whose principal office is at

City Hall, Treyew Road, Truro Cornwall TR1 3AY (“CCC”) and

Azook Community Interest Company a company limited by guarantee and registered

in England and Wales No. 06515910 whose registered office is 12 Bridge Road, Illogan,
Redruth, Cornwall, TR16 4SA (“Azook”)

Together “the parties”

RECITALS

A CCC is a corporation concerned with the provision of mandatory national

curriculum education within Cornwall. Azook is in a position to assist CCC in
providing certain elements of that curriculum in Cornwall, in particular the Sense
of Place project (the “Project”) conceived and developed by CCC and the
predecessor to Azook funded by CCC.

B CCC and Azook have agreed their future relationship should be governed by a
legally binding contract and the terms of that contract are set out in this
Agreement and its Schedules.

C. CCC will seek to promote stability of funding for Azook in its delivery of the
Project and to provide adequate notice of and prior consultation on any significant
changes in levels of support for Azook and the Project.

NOW IT IS AGREED as follows:

1. The nature and duration of the agreement

1.1 The agreement to fund the Project shall take effect from 1 st April 2008 and
subject to earlier termination as set out in this Agreement or as otherwise
agreed jointly in writing between the parties, will continue until 31 st
March 2011 ("the Expiry Date") unless extended or renewed by mutual
agreement between CCC and Azook to coincide with any extension or
renewal of the Project. Whilst it is accepted by Azook that CCC has no
commitment to renew such funding, CCC shall use its best endeavours to
agree the terms of renewal not later than 1st October 2010. Whilst this
Agreement is in force either party may propose amendments which would
come into effect only if agreed by both parties in writing.
1.2 Subject to CCC providing the necessary funding, Azook will deliver the
‘Project’ the details of which are set out in Schedule 1 of this Agreement
1.3 The senior representative of CCC is Helen Williams, Assistant Director of

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 Childrens’ Services, the “CCC representative”. The senior representative
of Azook is Claire White director, the “Azook representative”. Both
representatives must sign this Agreement and any extensions or
amendments to it, before they will come into effect.
1.4 CCC will provide a grant of £90,000.00 to Azook for the Project and
payments will be made in accordance with Schedule 2. This Agreement
sets out, inter alia, the terms under which CCC will fund the Project in the
period up to the Expiry Date. There is also an expectation that Azook will
bid, in line with the normal CCC funding cycles, for further CCC funding
during before or after the term of this Agreement.
1.5 By agreeing to the terms of this Agreement, CCC undertakes to
1.5.1 Make payments in accordance with Schedule 2
1.5.2 Provide the services and abide by the protocols in Schedule 3
1.5.3 Adhere to the Transfer Agreement in Schedule 6

1.6 By agreeing to the terms of this Agreement, Azook undertakes to

1.6.1 Abide by the obligations set out in Schedule 4
1.6.2 Agree to the monitoring in Schedule 5

1.7 Although it is anticipated that CCC will initially provide

the majority of the funding for the Project, Azook will
have additional funders and stakeholders for the Project .
Azook will be separately accountable for each source of
funding.

2 Intellectual Property
2.1 For the purposes of this Agreement, “Intellectual Property Right(s)”
means any and all Know-How, trade marks, trade mark applications,
registered and unregistered design, moral rights, copyright, database
rights or other similar intellectual property rights created, developed,
subsisting or used in connection with this Agreement and the Project, and
whether in existence at the date hereof or created in the future. “Know-
How” means the operational systems and commercial delivery of the
Project including without prejudice to the generality of the foregoing,
teaching materials, schools lists, advertising copy, regional data and
statistics, marketing methods and procedures, including all computer
programs internet resources and CDs.

2.2 Any Intellectual Property Rights existing at the date of this Agreement are
solely owned by CCC (the “Existing IPR”) but shall, within one calendar
month of this Agreement commencing, be transferred to Azook using the
agreed form of assignment reproduced in Schedule Six of this
Agreement.

2.3 In the event any new Know How, goodwill and/or Intellectual Property
Rights are developed, generated or arise as a result of this Agreement or

2
 the Project, the parties agree that the same and all Intellectual Property
Rights therein shall belong to Azook (the “Future IPR”)

From the date of this Agreement, any database rights,

2.4 research, or methodology pursuant to this Agreement, all
Existing or Future IPR, even where funded by CCC,
which might be capable of commercial exploitation, shall
be vested in Azook.

2.5 All Intellectual Property Rights arising from any work done by a CCC
employee seconded to Azook, shall belong to Azook.

2.6 So far as the parties are aware, the Existing IPR does not infringe any third
party Intellectual Property Rights and no claims of infringement have
been made. CCC will indemnify Azook fully against all losses, liabilities,
costs and expenses which Azook may incur as a result of the transfer of
the Existing IPR to Azook, and Azook using the same in relation to the
Project, provided always that Azook notifies the details of any such
claims to the CCC representative within a reasonable period of Azook
receiving written notification of such claim. Azook will immediately
notify the CCC representative of any suspected infringement of the
Intellectual Property Rights and take such reasonable action thereupon as
the CCC representative directs at the expense of CCC.

2.7 Azook will throughout the term of this Agreement, protect and promote
the goodwill attached to the Cornwall County Council and Sense of Place
logos (which the parties acknowledges are of great value) and will affix
such copyright or trade mark ownership notices to any stationery or
literature used by Azook in the Project as the CCC representative may
reasonably require from time to time.

3 Commercial and other contracts

CCC will contact all relevant users and suppliers of the Project and recommend
they transfer all and any existing contracts and arrangements (verbal or written)
in relation to the Project, to Azook. Pending transfer of the contracts, or if it is
not possible to assign or novate certain of the contracts, CCC will act as
subcontractor of Azook in relation to the services to be delivered under those
contracts, and account to Azook for payments and/or other benefits received. All
new contracts will be entered into in the name of Azook. CCC will provide users
and other funders with assurance that Azook is bona fide and reliable.

4 Termination
Each party reserves the right, in consultation with the other
party, to take appropriate action to terminate the
Agreement before the Expiry Date if the parties jointly
agree in writing both that such a step is necessary and

3
 agree the terms in writing. CCC will not be entitled to a
refund of any funding paid to Azook prior to the date of
termination.
In the event CCC wishes to terminate the Agreement
before the Expiry Date in circumstances where there is no
fault by Azook, CCC will give at least 9 months notice in
writing to the Azook representative of the termination
date. CCC will not be entitled to a refund of any funding
paid to Azook prior to the date of termination.

If either party shall fail to observe or perform any

condition or term of this Agreement, the party complaining
of the breach shall serve written notice on the other party
requiring the failing party to remedy such breach, and in
default and subject to the minimum periods of notice set
out in clause 4.4, terminating the Agreement on such date
as the party giving notice shall decide.

4.4 The minimum notice periods for termination shall be as

follows:
• Within thirty days of written notice to remedy the default where the
default relates to non payment or part payment of monies due, or
• At least six months where there has been a failure to satisfy a non
monetary performance standard set out in this Agreement
Upon the expiry or termination of this Agreement for any
reason, all Future IPR, and database rights up to the date of
termination or the Expiry Date as the case may be, shall
remain vested in and be the property of Azook.

5. Insurance
CCC warrants to and undertakes with Azook that it has and shall maintain
“All Risks” liability and professional indemnity insurance for Azook and
its representatives in connection with the Project, commencing not later
than the start of legal relations between the parties (which predates this
Agreement) to include run off cover, which insurance will insure against
all claims and incidents up to 31st July 2009, with a well established and
reputable insurance office or underwriter of repute carrying on business in
the United Kingdom with a limit of indemnity of not less than £25m for
any one occurrence or series of occurrences arising out of any one event
connected with the Project or delivery of the Project within Cornwall.

CCC shall inform Azook if such insurance ceases to be available at

5.2 commercially reasonable rates and with the prior written approval of
Azook, CCC will indemnify Azook against the cost of Azook purchasing a
reasonable replacement policy in the name of Azook.

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 As and when reasonably requested to do so by Azook, CCC shall produce
5.3 for inspection sufficient documentary evidence to prove that the insurance
required under this clause is being maintained in accordance with the
terms of this Agreement. CCC shall not by any act deed default or
omission by it or its employees servants or agents allow such insurance to
be invalidated or prejudiced in any way. Subject to the Insurance
companies concerned agreeing to the same, CCC shall procure that the
interest of Azook is noted on such policy or policies and will on request
produce without charge copies thereof and evidence of payment of the last
premium due.

6 Force Majeure
Azook shall not be liable for any failure to perform any one or
more of its obligations arising under this Agreement if and to the
extent only that such failure is wholly and directly caused by an
event which Azook could not have reasonably foreseen. In these
circumstances of default by Azook, CCC is entitled to terminate
this Agreement without incurring additional costs pursuant to
clauses 4.2 and 4.3, but without a refund of any funding already
made by CCC and received by Azook.

7 Law
This Agreement shall be governed by and interpreted in
accordance with English law and the parties hereby submit to the
non-exclusive jurisdiction of the English Courts.

8 Arbitration
In the event of a difference or dispute arising between the parties
under this Agreement, both parties will attempt to reach an
amicable solution. If no mutually acceptable solution is found,
the matter will be referred to the arbitration of a person to be
mutually agreed upon, or failing such an agreement, a person
appointed by the President for the time being of the English Law
Society. Any such person shall act as an expert and his or her
costs shall be borne as he or she may determine. Any arbitration
proceedings shall be conducted in private and shall be in
confidence between the parties and the arbitrator.

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General

Nothing contained in this Agreement shall be construed or have

effect as constituting any relationship of partnership between the
parties. This Agreement, including the Schedules, the terms of
which are incorporated into this Agreement in full, constitutes the

5
entire agreement and understanding between the parties with
respect to the subject matter hereof. The invalidity and
unenforceability of any term or any right arising pursuant to this
Agreement or its Schedules, shall not adversely affect the validity
or enforceability of the remaining terms and rights. All written
notices shall be served on the parties at the address and marked
for the attention of the party’s representative as named in clause
1.3 from time to time.

IN WITNESS whereof this Agreement has been signed and

delivered as a deed by the Parties the day and year first before
written

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 SCHEDULE ONE – the Project

The Sense of Place Project will help teachers to

• contribute to the development of pupils’ sense of identity through knowledge and
understanding of the spiritual, moral, social and cultural heritages of Britain’s
diverse society and of the local, national, European, Commonwealth and global
dimensions of their lives’ (Aim 1 National Curriculum), and
• support the outcomes of Every Child Matters* and
• keep abreast of the DCFS requirements and recommendations*.
*As defined at the date of this Agreement

Vision
Happy, confident young people who are knowledgeable, enthusiastic and proactive about
their patch of the planet
Outward looking and informed/aware young people who value, celebrate and feel part of
the rich diversity of communities, cultures and ethnicities around the globe

Aims
Sense of Place aims to:
• Engage young people in learning experiences which improve their life-chances
and empower them to aspire to and realise positive and exciting futures
• Nurture independence and responsibility in real life contexts, helping young
people to perceive meaning in their lives and make a positive contribution to our
communities
• Help young people develop secure self-identities and develop cultural confidence
leading to a better understanding of the cultures and belief systems of others

Strategies
Sense of Place helps teachers across Cornwall to realise these aims and to deliver the
curriculum with distinctiveness and diversity by:
• Collaborating in a multi-agency approach to create an effective vehicle for
partners to benefit teaching and learning communities in Cornwall
• Publishing high quality teaching and learning materials and resources (quality
assured) which are devised and tested in the classroom by teachers for teachers
• Sharing an approach to learning that is creative, cross-curricular and
contextualised
• Providing excellent staff/ professional development opportunities and
disseminating good practice
• Continuing to research and evaluate the value and impact of project ethos and
activities
• Facilitating opportunities for collaboration between schools through networks and
transition activities
• Identifying and enriching opportunities for learning out of the classroom
• Capturing current and temporal initiatives and embedding their valuable assets in

7
 sustainable outcomes
• Forging new partnerships and encouraging organisations to invest in sustainable
ways to support our teaching and learning communities
• Embedding effective blended learning opportunities into products and practice
• Promoting the products and partnership services to a range of audiences
• Championing our communities and supporting their ‘sense of place’
• Enabling opportunities for pupils to experience success and celebrate
achievements

Outcomes
Sense of Place aims to secure the following outcomes for CCC to the benefit of the
teaching and learning community in Cornwall:
• activities which support the delivery of the outcomes of Every Child Matters; Be
healthy; Stay safe; Enjoy and achieve; Make a positive contribution; Achieve
economic well-being
• activities which support the delivery of the strategies and priorities of the
Cornwall Young Peoples Plan to raise standards
• new and strengthened partnerships between agencies to the benefit of Cornwall’s
children and young people
• the development of approaches and activities which engage and support
vulnerable groups of young people
• participation in international initiatives and wider awareness of global issues,
communities and cultures

Azook is at all times to be in control of all aspects of the Project but Azook will take in to
consideration the reasonable requirements of CCC

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 SCHEDULE TWO

YEAR DATE AMOUNT

PAYMENT
DUE*
2008/9 01.04.08 £45k
2009/10 01.04.09 £20k
2010/11 01.04.10 £10k
£75K

* Payment dates shown indicate the day on which payments are expected to clear into
Azook’s bank account

Payment will be made on the basis of annual invoices from Azook. Invoices should be
sent to Helen Williams at Cornwall County Council, City Hall, Treyew Road, Truro
Cornwall TR1 3AY

Payment in kind

In addition to the funding due under this Agreement, CCC will provide Azook with the
services of a CCC administrator for 7.4 hours per week x 52 weeks a year, and the
services of one individual for 20 days/annum which individual will become a director of
Azook under the terms of Schedule 4. CCC will remain the employer of the CCC staff
and be solely responsible for their gross pay (including all allowances, bonuses and all
other payments, employers contributions for National Insurance and any relevant
pension scheme) and CCC shall in addition support Azook from other constituent parts
of CCC as agreed between CCC and Azook (e.g. corporate and technical support
services for Azook’s computerised systems).

If any of the support referred to above is withdrawn by CCC, in whole or in part, at any
time during the term of this Agreement, CCC shall renegotiate the level and timings of
further funding to recompense Azook for loss of these in kind services, and if the same
is not agreed to the satisfaction of Azook, Azook may terminate this Agreement and the
operation of the Project at its sole discretion.

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 SCHEDULE THREE – CCC OBLIGATIONS

CCC will throughout the term of this Agreement:

1.1 Developments in Education

• Keep Azook up to date on national and local policy frameworks
• Provide briefing papers/position papers on national and local policy
• Advise on funding developments and opportunities

1.2 People
• Provide the services of a CCC administrator for 7.4 hours per week x 52 weeks a
year, and the services of one individual for 20 days/annum which individual will
become a director of Azook under the terms of Schedule Three and Four.
• Through its appointee to the Azook Board (see further clause 1.4 Schedule
Four) bring the needs and interests of the Local Authorities and their schools
to the attention of the Board , making recommendations to the Board in liaison
with the Director of Children’s Services and other partner agencies.
• Facilitate the involvement of Local Authority teaching staff in the development of
Sense of Place materials and resources
• Promote collaborative working practice between Azook and agencies such as
Primary National Strategy and Secondary National Strategy
• Promote the use of and provide access to Sense of Place through a Service Level
Agreement mechanism
• Enable and support effective partnerships with Azook and others
• Enable and promote training, advice and support through Cornwall Learning and
other providers
• Assistance with recruitment if requested by Azook

1.3 Information
• Provide Azook with general information and statistics about the discussions of the
Childrens and Young Persons Forums, Association of Primary School Heads and
Secondary School Heads, CCC approaches & protocols
• Provide Azook with information about CCC funding resources and opportunities
• Make Sense of Place information available to interested parties
• Make appropriate referrals concerning Sense of Place
• Assist Azook with practical tasks. Photocopying and postage where required
• Advise Azook on research briefs and project management
• Give Azook access to Schools online databases
• Offer reasonable storage facilities for teaching materials
• Give access to risk assessment programmes and templates
• Offer an information exchange on Schools Online Information Boards
• Give Azook access to the Schools’ databases

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 • Give Azook access to the Cornwall Learning umbrella bodies and Education
Development Service for Cornwall

1.4 Business Practice

• Undertake a partnering and funding review by 1st October 2010 to plan future
funding
• Agree annual cycles of regular meetings between the CCC representative and the
Azook representative, and communicate agreement of those dates as soon as
possible at the start of each calendar year
• Transfer existing and future Sense of Place library materials to Azook
• Complete the transfer of Existing IPR within one month of this Agreement
coming in to effect
• Continue to promote Azook as a CCC sponsored organisation and publicly confer
goodwill and support for the Project and Azook
• Permit Azook to refer to itself and its branding as “partnering Cornwall County
Council” or as otherwise agreed in writing with the CCC representative.
• Present a harmonious voice to the media – where there is a genuine difference of
opinion with Azook, to liaise with Azook and discuss in advance and agree how to
deal with the differences in the context of the implications of public criticism for
the Project
• General requests for information should not duplicate requests already supplied
• CCC will not infringe any Future IPR of Azook

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 SCHEDULE FOUR – Azook’s obligations

Azook must meet all of the obligations set out in this Schedule for the time CCC is the
majority funder of the Project. Azook will manage and administer the Project and support
functions in relation to the delivery of the Project as it sees fit.

For the avoidance of doubt nothing in this Agreement shall require Azook
to act in any manner which would be inconsistent with its Memorandum
and Articles of Association or its community interest company status.

Size and composition of the Azook Board

1.1 Those individuals named on the incorporation documents for Azook shall be the
first Directors. One of the remaining Board positions may be filled by a CCC
appointee for so long as CCC continues any funding for the Project. The
remainder of Directors shall be appointed by the Azook Board at its discretion and
appointments may include representatives of other stakeholders, funders of
Azook, and ex- CCC appointees.
1.2 All CCC appointed Directors shall be employees of CCC and appointed for a
maximum term of three years, renewable for one term only, unless otherwise
agreed in writing with Azook (to coincide with Local Authority election cycles).
Subject to this condition, the CCC appointee shall be appointed and removed
entirely at the discretion of CCC.
1.3 All nominations for the position of Chair of the Board shall be decided by
majority decision of the Board and may be an internal or external appointment.

Provision of Information

For so long as CCC provides majority funding for the Project

3.1 Azook will provide an annual report to CCC outlining the Sense of Place
activities and outcomes. The Board must provide such other information in the
form and media as CCC may reasonable require.
3.2 The Board papers and any sub-committee papers must be copied to the CCC
appointed Director.
3.3 The CCC representative has the right to attend any Board meeting as an observer.

Financial Matters

4.1 Azook may receive income for the Project from a number of sources besides
funding from CCC. Azook may also receive income from CCC for activities
unrelated to the Project. All Azook income and the associated expenditure will be
managed in accordance with policies and procedures established by Azook. The
particular accounting and reporting requirements of CCC may be taken in to

12
 consideration by Azook but Azook is not required to comply with any
Government and Local Authority financial accounting systems and protocols.
4.2 Azook shall be eligible to apply to CCC for the full range of funding awards for
which any arms length company would be eligible to apply, subject to the criteria
for such funding as decided by CCC from time to time.
4.3 Azook is not required to abide by the European Union Procurement Regulations.
4.4 Annual accounts and CIC statements will be prepared in accordance with CIC
legislation and submitted on time to the CIC Regulator copied to the CCC
representative.

Delivery

Azook will:
• Improve existing units of work by refreshing the content and revising the format
• Introduce new units of work that offer schools increased choice of themes and
approaches
• Provide an online facility that features Project units of work and resources and
makes them more accessible to schools
• Facilitate teachers becoming more skilled in planning and delivering high quality
classroom experiences
• Increase the uptake of Project materials and their use in schools

Quality Criteria

• Existing materials will be updated to new standards agreed between Azook and
CCC
• New Project units will extend the range on offer to schools published to those new
agreed standards
• Coordinate an online facility that allows Project materials to be updated and
improved and is used by member schools
• Work towards teachers satisfaction with Project materials and approaches

Activities
• Establish and agree with CCC the new quality standard for Project products and
introduce a revised Project format
• Edit and rewrite existing Project materials
• Identify new Project themes and develop work units according to a manageable
timetable agreed with CCC with financial and material support from partners
• Develop capacity to create materials through the existing piloting process
• Provide excellent staff/ professional development opportunities and disseminate
good practice
• Track practitioner use of Project resources and materials
• Continue to research and evaluate the value and impact of the Project ethos,
materials and activities

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 • Forge new partnerships and encouraging organisations to invest in sustainable
ways to support our teaching and learning communities
• Promote the products and partnership services to a range of audiences

Monitoring and Evaluation

1st quarter milestones

• New quality standards identified and formats designed accordingly
• New themes identified and timetable for production established
• Review quality and range of professional development opportunities on offer

2nd quarter milestones

• Some existing materials updated and revised in line with new quality standards
• Online facility developed and launched
• Some new units published online
• Compile newsletter

3rd quarter milestones

• Further existing materials updated and revised
• More units published online
• Increased uptake and use of materials
• Publish newsletter

4th quarter milestones

• As in the 3rd quarter
• Review and report progress

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 SCHEDULE FIVE - MONITORING

1. This Agreement refers to the financial years 2008 – 2011. It should be succeeded
by a new Agreement once a revised Project section of the Azook Business Plan
for successive years is agreed between the parties.

2. CCC has three principal mechanisms for reviewing Azook’s activity

2.1 in- year monitoring
2.2 year end report
2.3 funding cycle end reporting

In year reporting
• All Board papers will be provided to CCC in order for CCC to assess activity
against the Project section of the Business Plan.
• Nominated representatives of both parties shall attend regular review meetings at
least quarterly, the timings and format of which shall be agreed from time to time.
In the event of any concerns as to service level delivery, CCC shall raise these as
soon as practicable failing which at the review meetings, and a timetable or
action plan for new targets to be achieved shall be jointly agreed by the parties
and, thereafter, maintained.

Year end report

• Azook will send a year end report on the implementation of the Project section of
the Business Plan to the CCC representative each year.

Funding Cycle End Report

• This Agreement provides that a partnering and funding review will take place no
later than 1st October 2010

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 SCHEDULE SIX
TRANSFER OF INTELLECTUAL PROPERTY RIGHTS

THIS AGREEMENT made 2008

BETWEEN:

Cornwall County Council [a body incorporated by][statute ]whose principal office is at

City Hall, Treyew Road, Truro Cornwall TR1 3AY (“Assignor”) and

Azook Community Interest Company a company limited by guarantee and registered

in England and Wales No. 06515910 whose registered office is 12 Bridge Road, Illogan,
Redruth, Cornwall, TR16 4SA (“Assignee”)

Together “the parties”

THE PARTIES AGREE as follows:-

1 Assignment

In consideration of the Agreement between the Assignee and the Assignor appertaining to
the Sense of Place Project, the Assignor hereby assigns forthwith with full title guarantee
to the Assignee absolutely, all registered designs, trade marks, service marks (whether
registered or not), moral rights, copyright, design rights, style of presentation rights and
all other intellectual property rights (the “Intellectual Property Rights”) in the Sense of
Place Project

2 Further Assurance

The Assignor shall execute such further documents and do such further things as the
Assignee may reasonably request from time to time, at the Assignee’s expense, to give
effect to this Assignment.

3. Indemnity

The Assignor warrants represents and undertakes that use of any of the Intellectual
Property Rights will not constitute an infringement of any Intellectual Property Rights or
misuse of confidential information belonging to any third party. The Assignor will
indemnify (and keep indemnified) the Assignee from and against all claims, charges,
losses, demands, damages, costs and expenses including without limitation, consequential
losses, loss of profit, loss of reputation and all interest penalties and legal and other costs
or similar arising from or out of or incurred by the Assignee by reason of any of the
Assignor’s negligence, default, omission or any breach of this Agreement including any
infringement or alleged infringement of the Intellectual Property Rights

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4. Governing Law

This Agreement shall be governed by and construed in accordance with the Laws of
England and Wales and the parties agree to submit to the exclusive jurisdiction of the
English Courts.

IN WITNESS of which this Agreement has been executed as a deed and delivered the
day and year first above written.

SIGNED AS A DEED and delivered)

SIGNED AS A DEED and delivered)

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