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BY TICKING THE "I HAVE READ AND AGREE TO THE INTELLECTUAL PROPERTY TERMS AND CONDITIONS" BUTTON, LICENSEE ACCEPTS, UNDERSTANDS, AND AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON LICENSEE AS IF LICENSEE HAD SIGNED A MATERIAL VERSION OF THIS AGREEMENT. IF THE "I HAVE READ AND AGREE TO THE INTELLECTUAL PROPERTY TERMS AND CONDITIONS" BUTTON IS NOT TICKED, LICENSEE DECLINES GW’S OFFER AND ACCORDINGLY LICENSEE CANNOT USE ANY GW OWNED INTELLECTUAL PROPERTY IN ANY WAY OTHER THAN TO THE EXTENT PERMITTED BY LAW, IF AT ALL.
WE RECOMMEND THAT YOU SEEK INDEPENDENT LEGAL ADVICE ON THE CONTENTS OF THIS AGREEMENT BEFORE AGREEING TO ANY OF ITS TERMS.
THIS DOCUMENT AND THE TERMS HEREIN ARE LEGALLY BINDING. THESE TERMS AND CONDITIONS GOVERN THE USE OF THE GW INTELLECTUAL PROPERTY AND THE GW MATERIALS BY THE LICENSEE. FOR THE AVOIDANCE OF DOUBT AND NOTWITHSTANDING THE REQUIREMENT ON LICENSEE TO EITHER ACCEPT OR DECLINE OUR OFFER ANY USE WHATSOEVER BY: THE LICENSEE; ANY OF THE LICENCEE’S EMPLOYEES; AND/OR BY ANY PARTIES UNDER THE LICENSEE’S DIRECT OR INDIRECT CONTROL, OF THE GW INTELLECTUAL PROPERTY, THE GW MATERIALS OR ANY OTHER GW OWNED OR CONTROLLED INTELLECTUAL PROPERTY WILL BE TAKEN AS TACIT ACCEPTANCE OF THESE TERMS AND CONDITIONS AND LICENSEE’S INTENTION TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT CONSISTS OF THE ATTACHED TERMS AND ANY APPENDICES HERETO. DO NOT USE ANY GAMES WORKSHOP OWNED INTELLECTUAL PROPERTY IF YOU DO NOT AGREE WITH THE TERMS HEREIN. ANY USE OF ANY GAMES WORKSHOP OWNED INTELLECTUAL PROPERTY NOT IN ACCORDANCE WITH THE TERMS HEREIN IS EXPRESSLY PROHIBITED.
FOR THE AVOIDANCE OF DOUBT ONLY THE ENGLISH VERSION OF THESE TERMS AND CONDITIONS ARE BINDING - ANY NON ENGLISH TRANSLATIONS ARE FOR INFORMATION ONLY
PLEASE NOTE IN PARTICULAR, CLAUSES FIVE AND SIX OF THIS DOCUMENT WHICH CONTAIN IMPORTANT INFORMATION IN RELATION TO INTELLECTUAL PROPERTY USE AND LIABILITY.
THIS AGREEMENT is made on the Commencement Date
BETWEEN
GW and Licensee
1. DEFINITIONS
1.1 In this Agreement -
“Agreement” means this document, including any appendices hereto
“Approval Period” means 5 (five) Business Days
“Business Day” means any day other than Saturday and Sunday or a bank or public holiday in England.
“Claims” means any claims for (a) consequential loss or (b) indirect loss or (c) loss of profit or (d) loss of revenue or (e) loss of future earnings or (f) loss of opportunity or (g) loss of savings.
“ the Commencement Date” means the date of acceptance (implied or explicit) of these terms and conditions by the Licensee.
“Confidential Information” means: any secret or not generally known information; any information identified as confidential; any intellectual property unreleased to the general public or not easily accessible by others; any information that by its very nature deals with matters that, if generally known, would be damaging to the best interests of GW, any Associated Company or GW’s contractors or potential contractors, or individuals or organisations about whom GW keeps information; any information of a commercially sensitive nature, concerning any aspect of the business of GW (including information which is communicated orally or by demonstration). S uch information to include, but not be limited to, board minutes, board practices, accounting information, trade secrets, price lists, unreleased products, business plans, customer lists or details, proprietary information or documentation, materials, techniques, models, proposed new products, know-how, data, business records, and all information pertaining to any agreements or licences that GW may have with third party companies and any other ancillary information that we also disclose to you thereto.
“Associated Company” means in relation to GW, a company which is a subsidiary or holding company of GW, any company which is a subsidiary of such holding company or the holding companies’ ultimate parent company
“Disclaimer” means the following wording as updated or altered by GW in writing from time to time in GW’s sole discretion:
‘All and any materials pertaining to or derived from the fictional universes known as Warhammer or Warhammer 40,000, copyright © Games Workshop Limited 2007. Games Workshop, the Games Workshop logo, White Dwarf, Citadel, Citadel Device, Chaos, Space Marine, Codex, Eldar, Ork, Skaven, Tau, Tomb Kings, Kroot, Necron, Tyranid, the ‘In the Grim Darkness of the Far Future…’ tagline, Battle for Macragge, Warhammer, the Warhammer 40,000 device and all associated marks, factions, faction devices, logos, names, races and race insignia, vehicles, locations, units, characters, illustrations and images from the Warhammer and Warhammer 40,000 universes are either ®, TM and/or © Games Workshop Ltd 2000-2007, variably registered in the UK and other countries around the world. Used under license. All Rights Reserved’.
“ GW” means Games Workshop Limited of Willow Road, Lenton, Nottingham NG7 2WS, United Kingdom.
“ the GW Intellectual Property” means the copyright and trademark rights in the materials owned by GW, located at [URL] and designated by GW on that URL for use by Licensee in accordance with the terms and conditions hereunder.
“ the GW Materials” means any physical or electronic materials that GW may supply to Licensee.
“ Licensee” means any individual, partnership, company or other trading entity: being a trade customer of GW; and that has accepted these terms and conditions; and that is approved by GW as being a licensee hereunder (but only to the extent that such approval has not been revoked).
“Local Requirements ” means all relevant statutes, statutory rules, regulations, orders or other instruments having the force of law in the relevant country, territory or locality
“Promote” means the creation of virtual or physical point-of-sale materials using the GW Intellectual Property for the purposes of promoting and selling GW-manufactured product.
“ the Rights” means the non-exclusive right during the Term and in the Territory to use the GW Intellectual Property to Promote in accordance with this Agreement.
“ Sample” means an individual unit of any materials created hereunder
“ the Term” means 2 months following the Commencement Date
“ the Territory” means Denmark, Finland, The Netherlands, Belgium, Sweden, Norway, Poland, Russia, Greece, Croatia, Czech Republic, Bulgaria, Estonia, Latvia,
Lithuania, Belarus, Hungary, Serbia and Montenegro, Bosnia Slovenia, Ukraine,
Turkey, Malta, Israel, United Arab Emirates, and Gibraltar.
2. GRANT
2.1 GW grants to Licensee, in accordance with this Agreement, the Rights.
2.2 No rights or licences are granted by GW under or by virtue of the Agreement except those which are specifically set out in this Agreement.
2.3 Notwithstanding any other provision in this Agreement:
2.3.1 Licensee shall not be entitled to use any intellectual property owned by GW of any type or kind whatsoever in all and any territories in the world unless expressly permitted by the terms of this Agreement.
2.3.2 Nothing in this Agreement shall preclude or prevent GW from licensing or using any of the GW Intellectual Property, GW Materials any other GW owned intellectual property in any way whatsoever.
2.3.3 Licensee shall not be entitled to use any GW Materials without, in relation to the same, properly and fully crediting those GW Materials as being provided, owned and manufactured by GW.
2.3.4 the Licensee is not entitled under any circumstances to create derivatives in any format of any GW owned intellectual property of whatever nature (including the GW Intellectual Property) that, in whole or in part, consists of background (for the purposes of this clause 2.3.4, the definition of ‘background’ includes any fictional stories, events, places, races, settings, characters, tales or other fictional ‘colour’ or ‘fluff’) to any fictional universes worlds or settings (including Warhammer and Warhammer 40,000) owned or controlled by GW.
2.3.5 Licensee acknowledges and understands the importance of the GW Intellectual Property to GW and GW’s business and accordingly the Licensee will immediately follow all and any instructions given to Licensee by GW in respect of any GW owned intellectual property of whatever nature, including, but not limited to, instructions given by GW to destroy, alter or withdraw from the public domain any materials using the GW Intellectual Property.
2.3.6 Nothing herein entitles Licensee to, and the Licensee will not, use any GW owned intellectual property other than the GW intellectual Property and only strictly in accordance with this Agreement.
3. DURATION
3.1 This Agreement shall commence on the Commencement Date and shall continue in force for the Term, unless terminated in accordance with clause 10 of this Agreement.
3.2 For the avoidance of doubt this Agreement shall be superseded by any subsequent acceptance by Licensee of these terms and conditions at which time this Agreement will terminate and a new Agreement shall be deemed to commence.
4. QUALITY
4.1 The GW Intellectual Property or any other GW owned intellectual property shall in no way be subjected by Licensee to any "derogatory treatment", meaning any addition to, deletion from or alteration to or adaptation of any materials resulting in distortion or mutilation of those materials or it being prejudicial to the honour or reputation of the author or director.
4.2 For the avoidance of doubt and notwithstanding any other provision of this Agreement, the Licensee will not:
4.2.1 commingle GW Intellectual Property or any other GW owned intellectual property with any intellectual property vested in any other party;
4.2.2 create materials hereunder that deviate in any way from the functional or aesthetic parameters of the GW Intellectual Property;
4.2.3 use GW-owned trademarks in any URL or domain name;
4.2.4 create any materials that devalue GW products in any way;
4.2.5 sell, or otherwise directly profit from the disposal of any GW Intellectual Property, GW Materials, or any materials created hereunder; or
4.2.6 associate any GW Intellectual Property, or any other intellectual property owned by or licensed to GW, with any material that is obscene, defamatory or likely to adversely affect the reputation or goodwill of GW
4.3 For the purpose of ensuring that Licensee is complying with GW's reasonable specifications and standards -
4.3.1 Licensee will supply GW with a Sample free of charge, of any materials using GW Intellectual Property or created hereunder for consideration by GW under this clause 4.3, before those materials are released into the public domain .
4.3.2 Within the Approval Period, GW shall notify Licensee in writing as to whether such Samples are approved or not. For the avoidance of doubt, such approval may be granted or refused at the sole discretion of GW. If GW shall not have indicated written approval within the Approval Period then such Samples shall be deemed not to have been approved.
4.4 For the avoidance of doubt and notwithstanding any other part of this Agreement:
4.4.1 no pictures, text, items or other materials using the GW Intellectual Property or GW Materials will be released into the public domain in any format until approved in writing by GW under clause 4.3 .2 ; and
4.4.2 nothing hereunder obligates GW to approve of any materials at any time whatsoever.
5. USE
5.1 Licensee will use the GW Intellectual Property in the form provided and approved by GW in accordance with clause 4 and only for the purposes of putting this Agreement into effect and will observe any directions given by GW as to the representations of the GW Intellectual Property and the manner and disposition of that property on, or in, any materials created hereunder.
5.2 Wherever the GW Intellectual Property is used by Licensee such use shall be directly accompanied by the Disclaimer wording to show that the GW Intellectual Property is intellectual property owned or (where relevant) licensed to GW, that the property is (where relevant) registered or not and that the GW Intellectual Property is used by Licensee under license; the placing of such Disclaimer wording shall be as requested by GW in its sole discretion.
5.3 Licensee shall not at any time during the Term use any of the GW Intellectual Property otherwise than strictly in accordance with the terms hereof.
5.4 Licensee will, at any time at GW’s request:
5.4.1 give to GW or its authorised representative any reasonable information as to Licensee’s use of the GW Intellectual Property;
render any assistance as may be required by GW in maintaining the registrations of any registered GW Intellectual 5.4.2 Property; and will do all such other things as GW shall require in order to give full effect to this Agreement
5.4.3 do and execute such deeds and documents as GW shall require in order to effect proper registration or amendment of any of the GW Intellectual Property.
5.5 The Licensee:
5.5.1 will not at any time hereafter make any representation or do any act which may be taken to indicate that it has any right, title or interest in or to any of the GW Intellectual Property or any other GW owned intellectual property and acknowledges that nothing contained in this Agreement shall give Licensee any right, title or interest whatsoever in or to the GW Intellectual Property or any other GW owned intellectual property.
5.5.2 will not do or permit to be done, nor omit to do, any act or thing which would or might jeopardise or invalidate any registration of any GW owned trade marks from time to time or which might prejudice the right or title of GW to any such trademark.
5.5.3 acknowledges that the GW Intellectual Property, GW Materials and all other GW owned intellectual property, is and will remain, the property of GW, and the Licensee shall not acquire any title or interest or goodwill in respect of any such materials, properties or rights as a result of the Licensee’s use of them.
5.5.4 hereby undertakes and covenants (and will ensure that Licensee’s employees are bound in to the same) with GW to do all such further acts and execute all such further documents and instruments as GW may from time to time require to vest in or further assure to GW any assignment contained in this Clause 5.
5.6 The Licensee hereby assigns and transfers to GW, with full title guarantee, all and any right, title and interest, that may arise in favour of the Licensee from time to time, throughout the world in perpetuity, in all copyrights and goodwill and all other intellectual property rights in and to any materials created hereunder and any other material that uses or refers to any GW owned or licensed intellectual property, provided that any copyright and/or other rights effectively assigned hereby (subject to all the provisions hereof) may during the term of this Agreement be used by Licensee pursuant to this Agreement. Upon the request of GW, Licensee shall sign and deliver to GW all and any documentation in form and substance satisfactory to GW confirming and effecting the foregoing.
5.7 Immediately upon the termination or expiration of this agreement, the Licensee agrees to assign, and will be deemed to have assigned, to GW all trade rights, equities, goodwill, titles, or other rights in and to any materials created hereunder which may have been or will be obtained by or vested in the Licensee and Licensee will sign and deliver to GW all and any documentation in a form satisfactory to GW to accomplish or confirm the foregoing. If the Licensee fails to promptly do any such act or execute any such document, GW shall have the right to do so, at any time following termination or expiration of this document, in the place of the Licensee as the Licensee’s lawfully appointed attorney and the Licensee undertakes and warrants that the Licensee shall confirm, ratify and be bound by any and all actions of GW pursuant to this clause and such authority and appointment shall take effect as an irrevocable appointment.
6. WARRANTIES/ INDEMNITIES
6.1 Licensee warrants that it will not, do or permit to be done any act which would or might jeopardise or invalidate any of the GW Intellectual Property nor to do any act which might assist or give rise to an application to remove any of the GW Intellectual Property from any register (where applicable) or which might prejudice the right or title of GW to any of the GW Intellectual Property;
6.2 The parties hereto each represent and warrant to the other that they have full corporate power to enter into this Agreement and to carry out their respective obligations hereunder.
6.3 Licensee warrants that:
6.3.1 any materials created hereunder and released into the public domain will fully comply with the Samples approved by GW in accordance with clause 4.3.2.
6.3.2 nothing contained in any materials created hereunder will be obscene, defamatory or likely to adversely affect the reputation or goodwill of GW;
6.4 Licensee further warrants that it will not use any GW Materials in such a way that such use will:
6.4.1 adversely affect the reputation or goodwill of GW;
6.4.2 be inconsistent with the functionality, atmosphere and parameters of the relevant GW intellectual properties known as the “Warhammer” world or “Warhammer 40,000” universe as created and owned by GW.
6.4.3 devalue any products manufactured or sold by GW or any Associated Company in any way
6.5 Other than as expressly provided in this clause 6, GW hereby, as far as is permissible by law, disclaims and excludes all representations, warranties, indemnities, terms and conditions not expressly included in this Agreement (whether express or implied, statutory or otherwise).
6.6 Licensee acknowledges that the approval of any Sample by GW shall not be deemed a representation or confirmation that the same (or any materials made thereto) shall not infringe any relevant Local Requirements or any third party right.
6.7 Licensee understands and agrees that the exercise of the rights granted to the Licensee under this Agreement is subject to all applicable laws, enactments, regulations and other similar instruments and that Licensee shall at all times be solely liable and responsible for such due observance and performance.
6.8 Licensee will obtain, in accordance with any Local Requirements and at its own expense all licences, permits and consents necessary for the use of the materials created hereunder in the Territory.
6.9 Licensee shall be exclusively responsible for the exercise of the Rights granted to Licensee hereunder and accordingly, Licensee hereby agrees to indemnify and hold harmless GW and any holding or subsidiary companies against all actions, Claims, claims, costs, demands, expenses and other liabilities suffered or incurred by GW as a result of or arising from:
6.9.1 The manufacturing, marketing, or use of any materials created hereunder;
6.9.2 the exercise by Licensee of the rights granted to Licensee under or in connection with this Agreement;
6.9.3 any breach by Licensee of any obligation, undertaking, clause or warranty of this Agreement.
6.9.4 any breach of relevant Local Requirements by Licensee.
6.10 Subject to clause 6.12, GW’s total aggregate liability hereunder shall be limited to the amount of royalties paid under the Agreement from time to time, if any.
6.11 For the avoidance of doubt GW specifically excludes and shall not be liable for any losses arising out of, or in connection with, this Agreement that constitute:
6.11.1 consequential loss; or
6.11.2 indirect loss; or
6.11.3 loss of profits; or
6.11.4 loss of revenue; or
6.11.5 loss of future earnings; or
6.11.6 loss of opportunity; or
6.11.7 loss of savings.
6.12 For the avoidance of doubt, nothing in this Agreement shall limit the liability of either party in respect of death or personal injury.
6.13 The Licensee hereby acknowledges and understands the importance of intellectual property to the business and continued existence of GW. The Licensee further acknowledges that any damage, disruption, or unauthorised addition to, or subtraction from, any intellectual property owned by or licensed to will cause special and irreparable harm to the business and continued existence of GW, to the goodwill contained within that intellectual property and to any future business arrangements that GW may enter into with third parties.
7. INFRINGEMENTS
7.1 Licensee shall as soon as it becomes aware thereof notify GW in writing full particulars of any use or proposed use by any third party of any materials or any trade name, trademark or get up of goods or mode of promotion or advertising which amounts or might amount to an infringement of the GW Intellectual Property or any other intellectual property owned by or licensed to GW.
7.2 If Licensee becomes aware that any other person, firm or company alleges that any GW owned or licensed intellectual property or any part thereof is invalid or that use of any GW owned or licensed intellectual property or any part thereof infringes any rights of another party, Licensee will promptly give GW full particulars in writing thereof and shall make no comment or admission to any third party in that respect.
7.3 GW will not be obliged to bring any claim in relation to any infringement by a third party of any GW rights if GW decides in its sole discretion not to do so. In the event that GW does bring proceedings against any third party in respect of any infringement of any of the rights granted hereunder, Licensee will at the request of GW give full commercial co-operation to GW in any action, claim or proceedings brought or threatened in this respect.
8. GW MATERIALS
8.1 GW may during the Term supply the Licensee with GW Materials in relation to the grant of Rights in clause 2.1.
8.2 In the event that GW does supply GW Materials to the Licensee under this clause 8, the Licensee: will use the GW Materials solely in relation to the materials created hereunder; will not directly obtain profits from the use or sale of GW Materials; and will comply with all and any directions given by GW in respect of the GW Materials from time to time.
8.3 For the avoidance of doubt:
8.3.1 GW will at all times retain title to all and any GW Materials and GW Intellectual Property supplied hereunder.
8.3.2 any GW Materials supplied hereunder will be held by the Licensee at the sole risk of Licensee
8.3.3 Licensee will not be permitted under any circumstances to sell, give, loan or otherwise transfer title or any rights to the GW Materials to any third party.
9. CONFIDENTIALITY
9.1 Licensee shall keep confidential (and treat with a minimum of the same duty of care as it affords to Confidential Information relating to its own trade secrets) all and any Confidential Information
9.2 Title to the Confidential Information and all related materials and documentation that GW may deliver to you from time to time is retained by and will remain with GW.
9.3 Licensee agrees:
9.3.1 not to disclose any Confidential Information to any third parties whatsoever without the prior written agreement of GW;
9.3.2 to use all Confidential Information solely for the purposes in respect of which it was supplied to Licensee; and
9.3.3 to restrict circulation of the Confidential Information within its organisation and then only to such persons Licensee have caused to be bound by the terms of this Agreement.
9.4 Licensee will be liable for the disclosure of such information whether the disclosure is intentional, negligent or accidental, unless otherwise provided herein.
9.5 Licensee’s obligations to maintain the confidentiality of the Confidential Information will not apply where Licensee can provide corroborative documentary evidence that:
9.5.1 the Confidential Information is released in accordance with a valid order of a court or governmental agency, provided that in such a case Licensee notifies GW of the order as soon as reasonably and legally possibly following receipt. Licensee must make a reasonable effort to obtain a protective order from the issuing court or agency limiting disclosure and use of the Confidential Information solely for the purposes intended to be served by the original order of production.
9.6 Licensee will, upon the sooner of the expiry of this Agreement, or upon request by GW, at GW’s sole discretion, deliver up to GW or destroy all GW Materials and all Confidential Information along with any associated media.
10. TERMINATION
10.1 GW may terminate this Agreement without prejudice to its other remedies forthwith by notice in writing to the Licensee if the Licensee either -
10.1.1 commits a material breach of this Agreement provided that if the breach is capable of remedy the notice shall only be given if Licensee shall not have remedied the breach within 5 days of having been given notice in writing specifying the breach and requiring it to be remedied, or
10.1.2(a) is unable or unwilling to pay its debts or (b) enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant party under this Agreement) or (c) compounds with or convenes a meeting of its creditors or (d) has a receiver or manager or administrative receiver or any administrator appointed of its assets or ceases or threatens to cease for any reason to carry on business or takes or suffers any similar action which in the reasonable opinion of the party giving notice means that the other may be unable to pay its debts; or
10.1.3 challenges, or has challenged at any time, the validity of any intellectual property rights owned by or licensed to GW or contested or disputed GW’s entitlement to use those rights.
10.2 Termination of this Agreement for whatever reason shall not affect the accrued rights of the parties arising in any way out of the Agreement as at the date of termination and in particular but without limitation the right to recover damages from the other. For the avoidance of doubt all provisions of this Agreement which in order to give effect to their meaning need to survive its termination shall remain in full force and effect thereafter, including but not necessarily limited to clauses 5, 6, 7, 8.3, 9.
10.3 Upon the termination of this Agreement by GW pursuant to its rights contained in this clause 10 Licensee shall cease to make any use of the GW Intellectual Property, the GW Materials and any other intellectual property owned or controlled by GW or any GW Associated Company.
10.4 For the avoidance of doubt this Agreement will terminate immediately in the event that the Licensee ceases to trade with GW.
10.5 Notwithstanding this clause 10 GW may terminate this Agreement without prejudice to its other remedies upon giving 10 (ten) Business Days notice.
11. ASSIGNMENT/SUB-LICENSING/GROUP COMPANIES
11.1 This Agreement is personal to Licensee and Licensee shall not assign, transfer, sub-contract, sub-license or in any other manner make over to any third party the benefit and/or burden of this Agreement.
12. ILLEGALITY
12.1 If any provision or term of this Agreement shall become or be declared illegal, invalid or unenforceable for any reason whatsoever such term or provision shall be divisible from this Agreement and shall be deemed to be deleted from this Agreement .
13. ENTIRE AGREEMENT
13.1 This Agreement constitutes the entire agreement and understanding of the parties and supersedes all prior oral or written agreements understandings or arrangements between them relating to the subject matter of this Agreement. Neither party shall be entitled to rely on any agreement understanding or arrangement which is not expressly contained in this Agreement
14. VARIATIONS
14.1 No change may be made to this Agreement except in writing signed by duly authorised representatives of both parties.
15. WAIVER
15.1 No failure or delay on the part of either of the parties to exercise any right or remedy under this Agreement shall be construed or operate as a waiver thereof nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy as the case may be.
15.2 The rights of the parties under these conditions shall be without prejudice to the Parties’ rights and remedies at law and the parties shall not be bound to exercise any such rights and remedies in any particular sequence.
16. COSTS
16.1 Each of the parties shall be responsible for its respective legal and other costs incurred in relation the preparation of, or the carrying out of its respective obligations under, this Agreement.
17. RELATIONSHIP OF THE PARTIES
17.1 The relationship of the parties is that of independent contractors dealing at arm’s length and nothing contained in this Agreement, and no action taken by the parties pursuant to this Agreement, shall constitute or shall be construed so as to constitute, any relationship between the parties of partnership or of principal/agent or of employer/employee, nor are the parties hereby engaging in a joint venture, association or other co-operative venture, and accordingly neither of the parties shall have any right or authority to act on behalf of the other nor to bind the other by contract or otherwise.
18. NOTICE
18.1 Any notice or other document to be given under this Agreement shall be in writing and shall be deemed to have been duly given if left at or sent by hand or by registered post or by telex facsimile (followed by an original copy by means with evidence of receipt) to a party at that party’s principle place of business unless or such other address as one party may from time to time designate by written notice to the other.
18.2 Any such notice or other document shall be deemed to have been received by the addressee two working days following the date of dispatch if the notice or other document is sent by registered post or simultaneously with the delivery or transmission if sent by hand.
19. INTERPRETATION
19.1 The headings in this Agreement are inserted only for convenience and shall not affect its construction.
19.2 Where appropriate words denoting a singular number only shall include the plural and vice versa.
19.3 Reference to any statute or statutory provision includes a reference to the statute or statutory provision as from time to time amended extended or re-enacted.
19.4 reference to persons includes bodies corporate, unincorporated associations and partnerships;
19.5 the words “include”, “includes”, “including” and “included” will be construed without limitation unless otherwise required by the context;
19.6 the masculine includes the feminine and neuter and vice versa;
19.7 references to clauses and Appendices are to clauses of and Appendices to this Agreement; and
19.8 references to a “party” shall mean either GW or the Licensee, and any such reference to “parties” shall (as the case may be) mean both of them.
20. GOVERNING LAW AND JURISDICTION
20.1 This Agreement shall be governed by and interpreted in accordance with English law and the Parties submit to the jurisdiction of the High Court of Justice in England.
21. RIGHTS OF THIRD PARTIES
21.1 This Agreement does not in anyway whatsoever entitle a person who is not a party to it (including, without any limitation, any employee, officer, agent, representative, or sub-contractor of either party) to enforce any term, which expressly, or by implication, confers a benefit on him.
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