Page 84 - 143 Macquarie Street Annexure

10.3 Nothing in this Agreement shall affect the intellectual property rights of either party existing prior to the execution of this Agreement (including any future modifications or improvements to such intellectual property).
10.4 All intellectual property rights made, created or written on or after the commencement of this Agreement by or on behalf of C&W exclusively for the benefit of the Client pursuant to this Agreement are assigned on creation to the Client. The Client grants C&W a royalty-free licence to use and reproduce the Client’s intellectual property as reasonably necessary in the performance of the Agreement.
10.5 The confidentiality obligations set out in this clause 10 survive termination or expiry of the Agreement by a period of 2 years. All other rights set out in this clause 10 survive termination or expiry of the Agreement indefinitely.
11 TERMINATION AND FORCE MAJEURE
11.1 Either party may terminate this Agreement immediately by written notice to the other party if:
(a) the other party is in material breach of any term of this Agreement and fails to remedy the breach (or fails to commence to remedy the breach) within 14 days after the date on which written notice of the breach has been served on that party or such other period agreed between the parties;
(b) an order is made or a resolution passed for the winding up of the other party other than for the purposes of amalgamation or reconstruction;
(c) the other party enters into an arrangement or composition with its creditors or a receiver or manager is appointed;
(d) the other party suspends payment of its debts or is unable to pay its debts as they fall due; or
(e) the other party commits an act of bankruptcy or insolvency or a petition for the bankruptcy of that party is presented.
11.2 If this Agreement is terminated for any reason:
(a) any accrued rights or remedies either party may have at the date of termination will not be affected; and
(b) the Client must pay C&W all Fees for the Services provided up to and including the date of termination together with any Outgoings and other payments due in accordance with this Agreement.
11.3 The obligations of C&W under this Agreement shall be suspended, to the extent they are affected by any Force Majeure Event until the cessation of the Force Majeure Event. Both parties must use reasonable endeavours to reduce the effect of any Force Majeure Event. This Client will not be obliged to pay C&W for any Services that are not provided due to a Force Majeure Event.
11.4 For the purposes of this clause, “Force Majeure Event” means a circumstance which is the result of an act of God or circumstances of a similar nature beyond C&W’s reasonable control, including interruptions to or surges in power supply, electromagnetic radiation or other electrical fault, fire, wind, flood, epidemic, pandemic, riot, war, act of terrorism, defaults of manufacturers, suppliers, shipping agents or companies, port or custom authorities, port employees or contractors, or transport restrictions.
12 DISPUTES
12.1 In the event that any dispute arises out of or in connection with this Agreement the parties will endeavour in good faith to resolve the dispute.
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