Page 8 - Managed Sales

7.1 This Agreement shall begin on the 8.1.1 the Client shall immediately pay to Lake & Co
Commencement Date and shall continue in force for all of Lake & Co's outstanding unpaid invoices and interest
period of [24] months (Initial Term), subject to its terms and, in respect of Services supplied but for which no
and conditions. The Client may renew this Agreement by invoice has been submitted, Lake & Co shall submit an
providing written notice to the other party 2 months prior invoice, which shall be payable by the Client immediately
to the end of the Initial Term. on receipt;
7.2 Without limiting its other rights or remedies, 8.1.2 the accrued rights, remedies, obligations and
either party may terminate this Agreement by giving the liabilities of the parties as at expiry or termination shall be
other party 3 months' written notice. unaffected, including the right to claim damages in respect
of any breach of this Agreement which existed at or
7.3 Without limiting its other rights or remedies, before the date of termination or expiry; and
either party may terminate this Agreement with
immediate effect by giving written notice to the other 8.1.3 clauses which expressly or by implication
party if: survive termination shall continue in full force and effect.
7.3.1 the other party commits a material breach of 9. GENERAL
any term of this Agreement and (if such a breach is
remediable) fails to remedy that breach within 30 days of 9.1 Force majeure. Neither party shall be in breach
that party being notified in writing to do so; of this Agreement nor liable for delay in performing, or
failure to perform, any of its obligations under this
7.3.2 the other party takes any step or action in Agreement if such delay or failure result from events,
connection with its entering administration, provisional circumstances or causes beyond its reasonable control.
liquidation or any composition or arrangement with its
creditors (other than in relation to a solvent 9.2 Assignment and other dealings.
restructuring), being wound up (whether voluntarily or by 9.2.1 Lake & Co may at any time assign, transfer,
order of the court, unless for the purpose of a solvent mortgage, charge, subcontract or deal in any other
restructuring), having a receiver appointed to any of its manner with all or any of its rights under this Agreement
assets or ceasing to carry on business or, if the step or and may subcontract or delegate in any manner any or all
action is taken in another jurisdiction, in connection with of its obligations under this Agreement to any third party
any analogous procedure in the relevant jurisdiction;
or agent.
7.3.3 the other party suspends, or threatens to 9.2.2 The Client shall not, without the prior written
suspend, or ceases or threatens to cease to carry on all consent of Lake & Co, assign, transfer, mortgage, charge,
or a substantial part of its business; or
subcontract, declare a trust over or deal in any other
7.3.4 the other party's financial position deteriorates manner with any or all of its rights or obligations under
to such an extent that in the terminating party's opinion this Agreement.
the other party's capability to adequately fulfil its 9.3 Confidentiality.
obligations under this Agreement has been placed in
jeopardy. 9.3.1 Each party undertakes that it shall not at any
time during this Agreement, and for a period of [five]
7.4 Without limiting its other rights or remedies, years after termination of this Agreement, disclose to any
Lake & Co may terminate this Agreement with immediate person any confidential information concerning the
effect by giving written notice to the Client if the Client business, affairs, clients or suppliers of the other party,
fails to pay any amount due under this Agreement on the except as permitted by clause 9.3.2.
due date for payment and remains in default not less than
60 days after being notified in writing to make such 9.3.2 Each party may disclose the other party's
payment. confidential information:
7.5 Without limiting its other rights or remedies, (a) to its employees, officers, representatives,
Lake & Co may suspend provision of the Services under subcontractors or advisers who need to know such
this Agreement or any other contract between the Client information for the purposes of carrying out the party's
and Lake & Co if the Client becomes subject to any of the obligations under this Agreement. Each party shall ensure
events listed in clause 7.3.2 to clause 7.3.4 or Lake & Co that its employees, officers, representatives,
reasonably believes that the Client is about to become subcontractors or advisers to whom it discloses the other
subject to any of them, or if the Client fails to pay any party's confidential information comply with this clause
amount due under this Agreement on the due date for 9.3; and
payment.
(b) as may be required by law, a court of competent
8. CONSEQUENCES OF TERMINATION jurisdiction or any governmental or regulatory authority.
8.1 On termination of this Agreement for any
reason: