Terms & Conditions

In becoming an ALLIANCE BUSINESS PARTNER the AGREEMENT as laid out here would apply, subject to completion of the sections specifically related to the individual Alliance.

THIS ALLIANCE BUSINESS PARTNER AGREEMENT is made the [dd] day of [month] 2007 (The “Alliance Business Partner Agreement Date”) BETWEEN

(1) [Alliance Business Partner] (ABP) whose registered address is at [ ABP Address] (The “Alliance Business Partner”)

(2) Atlas GOSS Limited (Atlas-GOSS) whose registered address is at Anstey Park House, Anstey Road, Alton, Hants, GU34 2RL

RECITALS

(A) Atlas-GOSS is a support services provider focusing exclusively on the provision of services to global outsourcing service providers.
(B) Alliance Business Partner is a [description].
(C) Through cooperation and the formation of an alliance business partner relationship as contemplated by this Agreement, Atlas-GOSS and Alliance Business Partner intend to become the [Intention of Alliance] (The "Alliance"). 

FOR AND IN CONSIDERATION of the mutual premises and covenants contained in this Agreement, Atlas-GOSS and Alliance Business Partner (the "Parties") HEREBY AGREE AS FOLLOWS:

1 DEFINITIONS
“Alliance” refers to Atlas-GOSS and “Alliance Business Partner” collectively

“Alliance Business Partners” means to Atlas-GOSS, all Atlas-GOSS partners that have signed an Atlas GOSS “Alliance Business Partner Agreement”

"Alliance Solution(s)" refers to the existing and or new joint product(s) and service(s) offered by the Atlas-GOSS/Alliance Business Partner collaboration.

“Client(s)” means the customers and or prospective customers of Atlas-GOSS, referred to as Outsourcing Service Providers.

“Client Statement of Work” means the contractual and commercial basis upon which Atlas-GOSS and its’ Client have agreed that Atlas-GOSS and the Alliance Business Partner will provide the Alliance Solution.

“End-User Customers” means the companies and organisations that are the clients of Outsourcing Service Providers

“Exclusive Global Territory” means the recognised Global IT, Telecoms & Support Services / Outsourcing companies and their regional / national competitors, generically referred to as Outsourcing Service Providers, including, but not limited to: ACS; ADP; IBM; EDS; CSC; HP; First Data; FiServ; Sunguard Data Systems; Convergys; Accenture; Atos Origin; Capgemini; Fujitsu; Northrup Grumman; BT; Unisys; Capita Group; Liberata; First Data; T-Systems; Siemens Business Services; LogicaCMG; Computacenter; and Xansa.

“Master Service Agreement” means the contractual basis upon which the Alliance Business Partner agrees to supply its products, services, systems and expertise through Atlas-GOSS to Exclusive Global Territory.

“Project Manager” means the individual or representative designated by each Alliance Business Partner who will be responsible for managing this Alliance.

“Revenues” means in the case of Gross Revenue, the amount invoiced to the client by Atlas-GOSS and in the case of Nett Revenue, means the total amount of discount on the Alliance Business Partner product(s) and or service(s) included in the Gross Revenue.

2 STATEMENT OF PURPOSE
2.1 Objectives
Alliance Business Partner through its collaboration with Atlas-GOSS intends to leverage its existing product(s) and service(s) expertise in conjunction with Atlas-GOSS’ service offerings to become [Alliance objectives and narrative].

2.2 Exclusive Global Territory
In order to meet the objectives described above, Alliance Business Partner hereby grants to Atlas-GOSS exclusive rights for a period of three (3) years from the date of the Alliance Business Partner Agreement Date to market and sell “Alliance Solution(s)” to companies defined as being part of the “Exclusive Global Territory” plus Atlas GOSS “Alliance Business Partners” and, if agreed in writing, any other company for the purposes of this Agreement.  These exclusive rights will remain in force for the duration of the Agreement and apply globally.

For the avoidance of doubt, End-User Customers are deemed generally to be outside of the “Exclusive Global Territory”. In the event that an Outsourcing Service Provider seeks to provide an Alliance Solution to one of its End-User Customers, then the “Alliance” will decide on an opportunity by opportunity basis whether the opportunity to supply to the End-User Customer is deemed to be within the Exclusive Global Territory or not.

In all instances where the opportunity to supply to an End-User Customer is in conjunction with or through a company defined as being part of the Exclusive Global Territory, then that opportunity is deemed to be part of this “Alliance Business Partner Agreement”.

2.3 Implementation Phases
Plans for the Alliance rollout include, the announcement of the Alliance planned within 30 days of the “Alliance Business Partner Agreement Date”, ("Alliance Announcement") to occur as part of the general Atlas-GOSS business development programme. This announcement will primarily be focused on senior executives within the outsourcing service provider target market, but will be accompanied by a press release announcing the Alliance, as well as selected analyst briefings on the goals, objectives, and future plans of the Alliance.  At this announcement the primary focus will be on:

Description of the structure of the “Alliance” and product(s) and or service(s) to be promoted by the Alliance and the value proposition to the “Alliance” and “Alliance” clients and that the “Alliance” is using the BSi PAS 11000 collaborative business relationship standard

During the thirty (30) day period following the “Alliance Announcement”, the parties shall develop more detailed plans concerning the Alliance including the marketing plan, a “Master Service Agreement” and Statement of Work and subcontract that will permit the parties to team together in connection with the submission of proposals to potential clients and to provide for the basis upon which “Alliance Business Partner” will act as a subcontractor to Atlas-GOSS in connection with client engagements.

3 TERM & TERMINATION
3.1 Term
The term of this Agreement (the "Term") shall commence as of the “Alliance Business Partner Agreement Date” and shall expire three (3) years thereafter, unless earlier terminated or extended by prior written amendment.

3.2 Termination for Cause
In the event that either party materially or repeatedly defaults in the performance of any of its duties or obligations set forth in this Agreement, and such default is not substantially cured within thirty (30) days after written notice is given to the defaulting party specifying the default, then the party not in default may, by giving written notice to the defaulting party, terminate the applicable Purchase Order relating to such default as of a date specified in such notice of termination.

3.3 Termination for Insolvency or Bankruptcy
Either party may at any time by notice in writing terminate this Agreement with effect on and from the date of service of such notice if the other party, being a company, passes a resolution, or a court makes an order that the other party or its parent company be wound up otherwise than for the purpose of a bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of the other party or its parent company, or circumstances arise which entitle a court or a creditor to appoint a receiver, manager or administrator or which entitle a court otherwise than for the purpose of a bona fide reconstruction or amalgamation to make a winding-up order, or the other party or its parent company is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986.

3.4 Termination for Non Payment
Either Party may terminate a Purchase Order, or any portion thereof, if Atlas-GOSS fails to pay when due any undisputed amounts due pursuant to such Purchase Order and such failure continues for a period of thirty (30) days after Atlas-GOSS is given written notice of such non-payment.  Within ten (10) working days of receipt of an invoice Atlas-GOSS shall notify the Alliance Business Partner that it is disputing an amount on such invoice stating the reason(s) for such dispute.  If no such notification is received the full invoice amount shall be payable by Atlas-GOSS.  If such notification is received the remaining invoice amount shall be payable. If it is agreed by the parties that a disputed amount is payable in part or full then such payment shall be due on the original payment date, or if such date has passed within ten  (10) days of the agreement to pay.

3.5 Termination without cause
Either party shall have the unlimited right to terminate this Agreement without cause after the 1st Anniversary of this Agreement and before this Agreement expires by giving 90 days prior written notice to the other party. If this Agreement is terminated without cause all then current client engagements shall be completed in accordance with the governing Client Statement of Work.

If this Agreement is terminated for any reason, then the “Alliance” shall mutually agree in advance, upon any communication made to the marketplace and Clients. All external communication shall be undertaken by Atlas-GOSS.

3.6 Obligations Upon Termination.
Termination of this Agreement shall not relieve either party from its obligations which have accrued hereunder before termination, including but not limited to the confidentiality obligations hereunder. 

Prior to termination notice expiration Atlas-GOSS will name current pipeline opportunities that if closed after termination notice expiration for up to a period of 365 days by either party will be considered part of this agreement, and therefore subject to Fees as defined in this agreement.

The “Alliance Business Partner” agrees not to pursue business within Exclusive Global Territory as defined in this agreement for a period a 12 months after termination of this agreement.  Should the “Alliance Business Partner” do so directly or indirectly and win business then “Alliance Business Partner” agrees it will be considered part of this agreement and therefore subject to Fees as defined in this agreement. 

4 CONTRIBUTIONS OF EACH PARTY
4.1 Client Engagements
As new business development opportunities are identified, a specific Client proposal will be developed and assessed in accordance with the terms of the Master Services Agreement. For the term of the agreement, all Client engagements will be led by Atlas-GOSS.

4.2 Management of Atlas-GOSS ”Alliance Business Partners”
“Alliance Business Partner” will follow the guidelines and principles of the BSi PAS 11000 collaborative business relationships standard.  “Alliance Business Partner” will make available, to the extent it deems necessary and appropriate, personnel as guided by the BSi PAS 11000 standard to fulfil the needs of the standard.

4.3 Experience
Both Atlas-GOSS and “Alliance Business Partner” will contribute their knowledge and experience in outsourcing, collaborative business relationships, alliance services, supply chain management, international trade, marketing, and consulting in furtherance of the Alliance to the extent each deems necessary and appropriate.

5 PERFORMANCE
Atlas-GOSS “Alliance Business Partner” agrees to develop and maintain key performance indicators (KPIs) and scorecards as advised in the BSi PAS 11000 Collaborative Business Relationship standard Management phase within ninety (90) days of the “Alliance Business Partner Agreement” being signed.

5.1 Key Performance Indicators (KPI)
“Alliance Business Partner” and Atlas GOSS will use the following key performance indicators, as a basis of development, in measuring the success of the “Alliance”.  Within the first ninety (90) days of this agreement “Alliance Business Partner” and Atlas-GOSS agree to develop and document the changes and then again every 12 months or earlier if both parties deem necessary.

5.1.1 Atlas GOSS “Alliance Business Partners” BSi PAS 11000 accreditation
“Alliance Business Partner” agrees to work to the BSi PAS 11000 standard for the purpose of this Alliance.

Milestone completion dates
• BSi PAS 11000 Strategic Phase 1 months after “Alliance Business Partner Agreement Date”
• BSi PAS 11000 Engagement Phase 2 months after “Alliance Business Partner Agreement Date”
• BSi PAS 11000 Management Phase 3 months after “Alliance Business Partner Agreement Date”

5.1.2 Revenue targets
Atlas-GOSS Sales of “Alliance Business Partner” products and or services to Exclusive Global Territory will be deemed successful if Atlas-GOSS “Gross Revenue” meets or exceeds:

[Performance Targets]

5.1.4 Customer satisfaction of “Alliance Business Partner” delivered “Alliance Solutions”
Measured by requesting feedback on questions relating to delivery performance including overall performance measured as follows:

1. Excellent performance
2. Good performance
3. Moderate performance
4. Weak performance
5. Poor performance

5.2 Scorecards
In the first year the scorecards will be assessed and adjustments made to key performance indicator measurements each quarter as deemed appropriate to build key performance indicators that represent real performance in years 2 and 3.  In years 2 and 3 consistent failure to meet key performance indicators will be grounds for Termination for Cause by either party.

6 MARKETING RESPONSIBILITIES
6.1 Promotion & Communication
To provide for appropriate promotion and communication of the Alliance, Atlas-GOSS and “Alliance Business Partner”, to the extent each deems necessary and appropriate, will assign resources from essential groups, including but not limited to:
a) Graphics and professional writer staff members to produce marketing collateral;
b) Web site development group representatives to include Alliance materials on internal and external web sites;
c) Internal publications group representatives to include Alliance materials in the appropriate internal publications; and
d) Marketing departments to utilize their existing resources in marketing the Alliance.

6.2 Artwork
Any advertising or promotional materials or references to either party or its subsidiaries or affiliates or their products, services, trademarks, service marks, copyrighted material or other intellectual property (collectively "Artwork") may not be used by the other party without receiving such party's written approval as to form and content of the Artwork.

Nothing in this Agreement shall give either party any rights in the other party's Artwork. All use of the Artwork shall inure to the benefit of the party who owns such Artwork and the other party shall not make any claim, in whole or in part, to any portion of the Artwork, nor take any action to jeopardize, limit or interfere in any manner with such party's ownership rights with respect to the Artwork.

6.3 Press Release
Atlas-GOSS and “Alliance Business Partner” will explore the appropriate form of press release to announce the launch of the Alliance and subsequent alliance press releases.  Subject to Atlas-GOSS and the “Alliance Business Partner” final approval, the press releases may either consist of a joint press release or interviews with key industry analysts.  Each Party shall in each instance obtain the prior written approval of the other party concerning exact text and timing of press releases, articles, brochures, advertisements, prepared speeches and other information releases concerning the Alliance or this Agreement.

7 FEES
7.1 Fees
7.1.1 Services with and through Atlas-GOSS
Unless otherwise provided in the applicable Client Statement of Work, Atlas-GOSS will invoice the Client and collect all fees and revenues for “Alliance Business Partner” products, services and consulting included in the solution provision.

“Alliance Business Partner” will invoice Atlas-GOSS unless otherwise provided in the applicable Client Statement of Work at a discounted rate as indicated in the chart below – “Alliance Business Partner” Discount. 

Additionally, Atlas-GOSS will also invoice “Alliance Business Partner” the Management Charge for the first 12 months as selected in the chart below.

[Chart showing commercial terms]

8 OWNERSHIP
8.1 Ownership of Intellectual Property.
The software, methodologies, processes, documents and other programming documentation originated and developed by “Alliance Business Partner” prior to commencement of this Agreement shall remain the property of “Alliance Business Partner” (the "“Alliance Business Partner” Materials"). Any and all enhancements and modifications to and derivative works of, the “Alliance Business Partner” Materials, whether developed independently or jointly by “Alliance Business Partner” and/or Atlas-GOSS, shall be the sole and exclusive property of “Alliance Business Partner” and may not be used by Atlas-GOSS for any purpose except to the limited extent set forth in this Agreement. Any amendment to this Agreement shall be executed prior to initiation of any development work. Ownership of newly developed (stand-alone) products and interfaces, if any, shall be addressed in a mutually acceptable amendment to this Agreement. Each party shall enter into a mutual licensing agreement that provides for the other party's use of certain intellectual property of such party.

9 CONFIDENTIALITY
Except as otherwise provided in this Agreement, the use and disclosure by one party of the other party's Confidential Information shall be governed by and subject to the terms and conditions of that certain Confidentiality Agreement between Atlas GOSS Limited and “Alliance Business Partner” Limited.
 
10 INDEMNIFICATION
10.1 General Indemnification
The parties hereby release and agree to indemnify and hold harmless the other party, their officers, agents and employees from any and all liabilities, damages, losses, expenses, demands, claims, suits or judgments out of claims, including all attorneys' fees, costs and expenses incidental thereto, for death of or injuries to any person and for the loss of, damage to or destruction of any tangible property in any manner arising out of the negligent or intentional acts or omissions of the other party, its agents, employees or subcontractors. Each party shall also indemnify the other party against any liability or payment in connection with (i) federal, state and local taxes or contributions imposed upon or required of such party under unemployment insurance, social security, income tax and workers' compensation statutes with respect to the services of the party providing services and (ii) such parties failure to comply with Section 10.2 hereof. The party entitled to indemnification (the "Indemnified Party") shall promptly notify the party obligated to provide such indemnification (the "Indemnifying Party") of any claim for which the Indemnified Party seeks indemnification hereunder and the Indemnifying Party shall have the exclusive right and authority to conduct the defence or settlement of any such claim at the Indemnifying Party's sole expense and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith.

10.2 Infringement Indemnification.
The ”Alliance Business Partner” providing materials ("Providing Party"), at its own expense, shall indemnify, defend and hold harmless the other party ("Receiving Party"), its directors, officers, employees, and agents (including their respective successors and assigns), against any claims based on an allegation that any software, source codes, documentation or other materials (collectively, the "Provider Materials") furnished to the Receiving Party under this Agreement, or the use by, or sale to, the Receiving Party of any of such Provider Materials delivered or to be delivered under this Agreement, infringes any patent, copyright or other proprietary right, and the Providing Party shall pay any royalties and other costs related to its settlement of such claim, and the cost and damages, including attorneys' fees, finally awarded as a result of any suit based on such claim, provided the Receiving Party promptly notifies the Providing Party in writing of any such claim and gives the Providing Party authority and such assistance and information as is available to the Receiving Party for the defence of such claim. Any such assistance or information which is furnished by Receiving Party at the written request of the Providing Party shall be at the expense of the Providing Party. Notwithstanding, (i) the Providing Party shall have the complete control of the defence to any claim brought against Receiving Party under which Receiving Party invokes the indemnity hereunder, including the settlement of any such claim; and (ii) the Providing Party shall not consent to any injunction decree, judgment or settlement which would have the effect of preventing Receiving Party's use of any software, programming documentation, or other materials without Receiving Party's prior written consent. The foregoing provisions shall not apply to any infringement arising out of: (i) use of the Provider Materials other than in accordance with applicable documentation or instructions supplied by the Providing Party; (ii) any alteration, modification or revision of the Provider Materials not expressly authorized in writing by the Providing Party; or (iii) the combination of the Provider Materials with materials not supplied by the Providing Party.

11 ESCALATION OF DISPUTES
(a) In the event of a controversy, claim or dispute arising out of or relating to this Agreement, or the interpretation or breach thereof, either party may initiate a dispute (a "Dispute") in accordance with the procedures set forth in this Section 11.  These dispute resolution procedures are to be viewed by each party as an opportunity to innovate and create further value from the Alliance.  Only exhaustion of these dispute resolution procedures shall be a condition precedent to any lawsuit permitted hereunder.  Upon a party becoming aware of a Dispute or facts and circumstances likely to give rise to a Dispute, such party shall notify the Project Manager for the other party of the Dispute no later than three (3) business days after becoming aware of the Dispute. The Project Managers shall use their reasonable good-faith efforts to resolve the Dispute within five (5) business days after notification thereof. If the Project Managers fail to resolve the Dispute within such period, the Project Manager for the party raising the Dispute shall prepare a memorandum setting forth the nature of the Dispute, the facts and circumstances giving rise or relating to the Dispute and all other pertinent information and submit such memorandum to the Project Manager for the other party within three (3) business days. The Project Manager for the other party shall prepare a memorandum setting forth the position of the other party with respect to the Dispute and all other pertinent information and submit such memorandum to the Project Manager for the party raising the Dispute within three (3) business days.

(b) The memoranda prepared by the Project Managers shall then be submitted to the Atlas-GOSS Executive Sponsor and “Alliance Business Partner” Executive Sponsor who shall use their reasonable good-faith efforts to analysis and resolve the Dispute within five (5) business days.

(c) If the parties fail to resolve the Dispute after following the foregoing procedures within thirty (30) days from the referral of the dispute to the Atlas-GOSS Executive Sponsor and the “Alliance Business Partner” Executive Sponsor, the parties will attempt in good faith to resolve the controversy or claim through non-binding mediation prior to initiating any legal proceedings.  However, a party, without prejudice to the above procedure, may file a complaint based upon the statute of limitations, or seek a preliminary injunction or other provisional judicial relief, if, in its sole judgment, such action is necessary to avoid irreparable damage or to preserve the status quo.  The mediation process shall determine the impact on individual objectives, define the severity as viewed by each party and communicate to each party these findings in an attempt to resolve the dispute.  If still unresolved, the mediation process will then facilitate workshops in an attempt to resolve the issue.  If successful, the parties will then take the required actions to resolve the issue or if unsuccessful exit this agreement by following the Termination clauses as defined above.
 
12 MISCELLANEOUS
12.1 Master Service Agreement
The parties intend that a Master Service Agreement will be created under this Agreement.

12.2 Section Headings
All section headings and captions used in this Agreement are purely for convenience or reference only, and shall not affect the interpretation of this Agreement.

12.3 Assignment
Neither this Agreement nor any other obligations of the parties under this Agreement shall be assignable or delegable without the prior written consent of the other party, such consent not to be unreasonably withheld, provided however, Atlas GOSS may assign this Agreement to any of its wholly owned subsidiaries without consent of “Alliance Business Partner”. This Agreement shall be binding upon and inure to the benefit of the parties, their respective permitted successors, assigns and legal representatives.

12.4 Change of Control
In addition to such other rights as either party may have, each party shall have the right to immediately terminate this Agreement upon any change in the majority ownership or voting control of the capital stock, business, or assets of the other party. Each party shall promptly notify the other in writing of any such change in control.

12.5 Mergers and Acquisitions
If “Alliance Business Partner” merge with or acquire an Atlas-GOSS “Alliance Business Partner” the “Alliance Business Partner Agreement” for that “Alliance Business Partner” will be terminated using the Termination without Cause described earlier in this agreement.

If Atlas-GOSS merge with or acquire an Atlas-GOSS “Alliance Business Partner” the “Alliance Business Partner Agreement” for that “Alliance Business Partner” will be terminated using the Termination without Cause described earlier in this agreement. 

12.6 Further Assurances
Each party agrees that it will take such actions, provide such documents, do such things and provide such further assurances as may reasonably be requested by the other party during the Term of this Agreement.

12.7 Exhibits
All exhibits described in this Agreement shall be deemed to be incorporated in and made a part of this Agreement, except that if there is any inconsistency between this Agreement and the provisions of any exhibit the provisions of this Agreement shall control. Terms used in an exhibit and also used in this Agreement shall have the same meaning in the exhibit as in this Agreement.

12.8 Survival
The provisions of this Agreement which by their nature extend beyond the expiration or earlier termination of the Agreement will survive and remain in effect until all obligations are satisfied.

12.9 Counterparts
This Agreement may be executed in any number of counterparts and each fully executed counterpart shall be deemed an original.

12.10 Work at Site
Each ”Alliance Business Partner” agrees that when working at Atlas-GOSS sites or other ”Alliance Business Partner” sites, the visiting ”Alliance Business Partner”, its agents, employees and subcontractors will comply with all reasonable safety and security requirements of Atlas-GOSS or other ”Alliance Business Partner”, including the wearing of identification badges on the site provided notice thereof has been provided in writing.

13 LIABILITY
Neither party will be liable for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Agreement in excess of the total amount payable by Atlas-GOSS in respect of the “Alliance Business Partner” Services for the Agreement Period, except to the extent that such liability may not be lawfully limited or excluded.

Each party expressly excludes liability for consequential loss or damage which may arise or for loss of profit, business, revenue, goodwill or anticipated savings.

In the event that any exclusion or other provision contained in this Agreement be held to be invalid for any reason and a party becomes liable for loss or damage that could otherwise have been limited, such liability shall be limited to the total amount payable by Atlas-GOSS in respect of the “Alliance Business Partner” services for the Agreement Period

Neither party excludes or limits liability for death or personal injury, to the extent only that the same arises as a result of its negligence or that of its employees, agents or authorized representatives.

14 FORCE MAJEURE
If either party to this Agreement is prevented or delayed in the performance of any of its obligations under this Agreement by force majeure, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue.

For the purpose of this Agreement 'force majeure' shall be deemed to be any cause materially affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party including the following:

a) Strikes, lockouts or other industrial action
b)  Civil commotion, riot, invasion, war threat or preparation for war
c) Fire, explosion, storm, flood, earthquake, subsidence, epidemic, radioactive emissions, bad weather or other natural physical disaster
d) Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport
e) Political interference with the normal operations of any party to the agreement.

Either party may terminate this Agreement by immediate written notice to the other if it has been materially prevented from performing its obligations under this Agreement by force majeure for five (5) Business Days or more during the preceding twenty (20) Business Days.

15 ENTIRE AGREEMENT
This Agreement, together with any attached addendums, exhibits and the NDA, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings. This Agreement may not be released, discharged, changed or modified except by an instrument in writing signed by a duly authorized representative of each of the parties. Nothing contained in this Agreement shall be construed to (i) give either party the power to direct or control the day-to-day activities of the other, (ii) constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint undertaking, or (iii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever. Each party acknowledges that it has read this agreement, understands it, and agrees to be bound by its terms.

16 SURVIVAL OF CAUSES OF ACTION
The termination of this Agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.

17 SEVERABILITY
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.

18 WAIVER
The failure of either party at any time to require performance by the other of any provision of this Agreement shall in no way affect that party's right to enforce such provision, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision or any other provision.

19 COMMUNICATIONS
Any communication to be given pursuant to the terms of this Agreement shall be in writing and shall be delivered by hand or sent by post to the address of the addressee as set out in this Agreement or such other address (being in Great Britain) as the addressee may from time to time have notified for the purpose of this Clause; or sent by facsimile transmission to the addressee’s fax number as from time to time notified.

If to Atlas-GOSS: 
Atlas GOSS Limited,
Atlas House,
1 Kay Close,
Tring,
Hertfordshire,
HP23 5AF
(Attention: Stephen Bailey)

20 LAW AND JURISDICTION
The interpretation construction and effect of this Agreement shall be construed in all respects in accordance with English Law and the parties hereby submit to the exclusive jurisdiction of Courts of England and Wales.

AS WITNESS the hands of the authorised representatives of the parties on the date above.

Signature: Signed for and behalf of
Atlas GOSS Limited

Name: Stephen Bailey

Title: Managing Director

Signature: