AGREED TERMS
1. INTERPRETATION
The following definitions and rules of interpretation apply in this Agreement.
DEFINITIONS
Change Order: means the change control template set out in Schedule 1 (Change Control) of this Agreement.
Client’s Manager: The Client’s manager for the Services, appointed in accordance with clause 4.1.
Deliverables: all Documents, products and materials developed by PKM Global or its agents, subcontractors, consultants and employees in relation to the Services in any form.
Document: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form. Force Majeure Event means any circumstance not within a Party’s reasonable control including, without limitation acts of God, flood, drought, earthquake or other natural attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority; collapse of buildings, fire, explosion or accident and interruption or failure of utility service.
In-put Material: all documents, information and materials provided by the Client relating to the Services, including but not limited to computer programs, data, reports and specifications.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Pre-existing Materials: all IT systems, documents, information and materials provided by PKM Global relating to the Services which existed prior to the commencement of this Agreement, including computer programs, data, reports and specifications.
PKM Global’s Equipment: any equipment, including tools, systems, cabling or facilities, provided by PKM Global or its subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the Parties under which title passes to the Client.
PKM Global ’s Manager: PKM Global’s manager for the Services appointed under clause 3.3.
Services: the services to be provided by PKM Global under this Agreement as set out in this Agreement (Services), together with any other services which PKM Global provides or agrees to provide to the Client.
1.1 Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.
1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.6 This Agreement shall be binding on the Parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any Party shall include that Party’s personal representatives, successors and permitted assigns.
1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.9 A reference to writing or written includes email.
1.10 Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
1.11 References to clauses are to the clauses of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.
1.12 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.13 Each individual signing this Agreement warrants that he/she has been given authority to sign and execute the Agreement on behalf of the Party for whom it is indicated he/she has signed, and further has been expressly given and received and accepted authority to enter into a binding Agreement on behalf of such Party with respect to the matters stated herein.
1.14 A signature transmitted by facsimile or as a pdf copy to electronic mail shall be treated as original for all purposes.
