Appendix A: Terms and Conditions for Resellers on the Lenovo Pro website

1. Marketing Approval

As our Lenovo Reseller, you may market Products and Services to Customers as we specify in this Agreement. You may retain ownership of Products for the purpose of providing a service offering to End Users.

2. Definitions

Agreement refers to the Terms and Conditions for Resellers on the Lenovo Pro website.

Data Protection Requirements shall mean European Directives 95/46/EC and 2002/58/EC and any legislation and / or binding regulations implementing or made pursuant to them and any similar law and regulations in the Territory.

Customer or End User User is anyone, who uses Services or acquires Products for its own use and not for resale

End User Name is the name of the End User.

Enterprise is any legal entity and the subsidiaries it owns by more than 50%.

Machine is a machine, its options, features, conversions, upgrades or peripheral products, or any combination of them. The term "Machine" includes a Lenovo Machine and any third party Machine that we approve you to market.

Personal Data shall have the meaning set out in applicable Data Protection Requirements, that is, data in respect of an identifiable individual (such as contact related information about such indentifiable individuals including names, phone numbers and email addresses).

Product is a Machine or Program.

Program is a computer software program, whether pre-loaded on a Machine or provided separately, including related licensed materials such as documentation provided under its applicable license terms. The terms "Program" includes Lenovo Programs and any third party Programs that we approve you to market.

Reseller is a business entity which acquires Products and Services for the purpose of marketing to Customers.

Service is the performance of a task, provision of advice and counsel, assistance, access or support to a resource that we approve you to market.

Territory means the United Kingdom and Ireland.

Transaction Documents

Pursuant to any order or purchase on the Lenovo Pro website, Lenovo will provide to you the appropriate “transaction documents.” The following are examples of transaction documents, with examples of the information and responsibilities they may contain:

• 1) invoices (item, quantity, payment terms and amount due); and
• 2) order acknowledgments (confirmation of Products and quantities ordered).

Conflicting Terms

If there is a conflict among the terms in the various documents, the terms of:

• 1) a transaction document prevail over those of all other documents;
• 2) the Agreement prevail of the Lenovo Pro Terms;

Our Acceptance of Your Order

Products and Services become subject to this Agreement when we accept your order by:

• 1) sending you a transaction document; or
• 2) providing the Products or Services.

Acceptance of the Terms in a Transaction Document

You accept the terms in a transaction document by doing any of the following:

• 1) signing it (those requiring a signature must be signed);
• 2) accepting the Product or Services;
• 3) providing the Product or Services to your Customer; or
• 4) making any payment for the Product or Services.

3. Our Relationship

Each of us agrees that:

• 1. each of us is free to set its own prices and terms;
• 2. neither of us will discuss its Customer prices and terms in the presence of the other;
• 3. both of us are independent contractors, and this Agreement is non-exclusive. Neither of us is a legal representative or legal agent of the other. Neither of us is legally a partner of the other (for example, neither of us is responsible for debts incurred by the other), and neither of us is an employee or franchise of the other, nor does this Agreement create a joint venture between us;
• 4. the terms of the Agreement related to your acquisition of Products or Services directly from us (for example, those in the sections entitled “Ordering and Delivery”, “Returns”, and “Price, Invoicing, Payment and Taxes”) are not applicable for Products and Services you acquire from others than us. Unless we specify otherwise, these acquisitions do not count toward 1) your minimum annual attainment, 2) determination of your discount or price, as applicable, or 3) determining your marketing or promotional funds;
• 5. each of us is responsible for our own expenses regarding fulfillment of our responsibilities and obligations under the terms of this Agreement;
• 6. neither of us will assume or create any obligations on behalf of the other or make any representations or warranties about the other, other than those authorized;
• 7. neither of us will bring a legal action against the other more than two years after the cause of action arose, unless otherwise provided by local law without the possibility of contractual waiver;
• 8. failure by either of us to insist on strict performance or to exercise a right when entitled does not prevent either of us from doing so at a later time, either in relation to that default or any subsequent one;
• 9. Lenovo may withdraw a Product or Service from a) a type or method of distribution with 3 months notice, and b) marketing at any time;
• 10. Lenovo may change the terms of this Agreement on one month's written notice. Otherwise, for any other change to be valid, both of us must agree in writing. Changes are not retroactive. Additional or different terms in a communication from you are void;
• 11. each of us will comply with all applicable laws and regulations such as those governing consumer transactions;
• 12. Lenovo reserves the right to assign this Agreement, in whole or in part, on written notice;
• 13. if any provision of this Agreement is determined to be invalid or otherwise unenforceable, such provision will be deemed deleted from this Agreement, while the remainder of this Agreement will continue in full force and effect as written;
• 14. neither of us will disclose the terms of this Agreement, unless both of us agree in writing to do so, or unless required by law;
• 15. any terms of this agreement, which by their nature extend beyond the date this Agreement ends remain in effect until fulfilled and apply to respective successors and assignees;
• 16. we will allow the other a reasonable opportunity to comply before it claims the other has not met its obligations, unless we specify otherwise in the Agreement;
• 17. neither of us is responsible for failure to fulfill obligations due to causes beyond the reasonable control of either of us; and
• 18 Lenovo and its affiliates may store, use and process contact information and other information about you. Such information may be transferred by Lenovo to any country where Lenovo does business; and may be provided to entities acting on Lenovo’s behalf in relation to this Agreement and the Products and Services. Lenovo may also disclose such information where required by law. In the event that such information constitutes Personal Data, Lenovo shall treat such Personal Data in accordance with the applicable Data Protection Requirements. You hereby consent and agree to the collection, processing and use by Lenovo of Personal Data for use in connection with this Agreement.

4. Our Review of Your Compliance with this Agreement

We may periodically review your compliance with this Agreement and related offerings. You agree to provide us with relevant records on request. We may reproduce and retain copies of these records. We, or an independent auditor, may conduct a review of your compliance with this Agreement on your premises during your normal business hours.

If, during our review of your compliance with this Agreement, we find you have materially breached the terms of this relationship, in addition to our rights under law and the terms of this Agreement, for transactions that are the subject of the breach, you agree to refund the amount unrightfully received such as a discount or fee we gave you for the Products or Services or we may offset any amounts due to you from us.

5. Your Responsibilities To Lenovo

You agree:

• 1. to develop a mutually acceptable business plan with us, if we require one. Such plan will document each of our marketing plans as they apply to our relationship. We will review the plan, at a minimum, once a year;
• 2. that, unless precluded by applicable law, one of the requirements for you to retain this relationship is that you achieve the minimum annual attainment we specify;
• 3. to order Products and Services as we specify in any operational guidance we provide to you;
• 4. to provide us, on our request, relevant financial information about your business so we may, for example, use this information in our consideration to extend credit terms to you. We may require an annual audited financial report;
• 5. to maintain sufficient inventory of Products to meet Customers’ demands;
• 6. to ensure that the terms in any agreement you may have with your Customers are not in conflict with this Agreement;
• 7. to provide us, or our representative, with access to your facilities in order for us to fulfill our obligations and to review your compliance with the Agreement;
• 8. that your rights under this Agreement are not property rights and, therefore, you can not transfer them to anyone else or encumber them in any way;
• 9. to maintain the criteria, if any, we specify in addition to this Agreement in a separate Attachment, such as attainment objectives, annual spend on the Lenovo Pro website or other commercial criteria.
• 10. to retain records of each Product and Service transaction (for example, marketing, sales, installation reporting and inventory information, a credit or a warranty claim) for three years and provide us relevant records on request, subject to applicable data protection laws. We may reproduce and retain copies of these records;
• 11. to report to us any suspected Product defects or safety problems, and to assist us in tracing and locating Products to allow us to install mandatory engineering changes (such as those required for safety) on all Machines in your inventory, and to use reasonable efforts to enable us to install such engineering changes on your Customers’ Machines;
• 12. that you will not offer or make payments or gifts (monetary or otherwise) to anyone for the purpose of wrongfully influencing decisions in favor of Lenovo, directly or indirectly. Lenovo may terminate this Agreement immediately in case of a) a breach of this clause or b) when Lenovo reasonably believes such a breach has occurred or is likely to occur;
• 13. when Machines and Programs are shipped together, not to separate them and that you must provide them to your Customers as they have been provided to you;
• 14. to ensure that the Microsoft Certificate of Authenticity (COA) and Associated Product Material (APM), if included with Lenovo Products containing Microsoft Programs are not removed and are provided with the Lenovo Product to your Customers. Such Microsoft Programs are not to be priced separately; and
• 15. that where you provide an End User Name or other Personal Data to us, you agree that you comply with all applicable Data Protection Requirements and you will ensure that any Reseller who has provided such information to you, complies with all applicable Data Protection Requirements.

6. Your Responsibilities to End Users

You agree to:

• 1. be responsible for customer satisfaction and to participate in customer satisfaction programs as we determine;
• 2. refund the amount paid for a Product returned to you because the End User returned it to you in accordance with the terms of its warranty or did not accept the terms of the license. You may return such Products to Lenovo or the Lenovo Distributor from whom you acquired them, for credit;
• 3. provide installation and post-installation support for the offering you market. For Products and Services we approve you to market, support includes your being the primary contact for Product information, technical advice and operational advice associated with the offering. You may delegate these support responsibilities and those for any other associated products, to another Lenovo Reseller who is approved to market such Products. If you do, you retain customer satisfaction responsibilities. Alternatively, such support responsibilities will be provided by Lenovo if you market the applicable Lenovo Services to the End User. If you do, we assume customer satisfaction responsibilities for such support;
• 4. provide a dated written record, such as a sales receipt or an invoice, which specifies the End User's name, the part number or the Machine type/model, and serial number if applicable;
• 5. inform your End User, in writing, who the warranty provider is, if other than yourself, and of any other applicable Warranty information, as well as any modification you make to a Product and advise that such modification may void the Lenovo warranty. Additionally, you agree to inform the End User if a Machine contains a Customer Replaceable Unit (CRU), for example, a mouse, keyboard, speaker, memory or hard drive disk. Lenovo provides replacement CRUs to End Users for installation by the End User; and
• 6. inform your End User that the sales receipt (or other documentation we may specify, such as Proof of Entitlement, if it is required) will be necessary for proof of warranty entitlement and for Program upgrades.

7. Confidential Information

The following is Confidential Information: 1) all information Lenovo marks or otherwise states to be confidential, 2) any of the following prepared or provided by Lenovo a) sales leads, b) information regarding End Users, c) unannounced information about Products and Services, d) business plans, or e) market intelligence, 3) all information you mark or otherwise state to be confidential and any of the following written information you provide to us on our request and which you mark as confidential a) reporting data, b) financial data, c) the business plan, d) customer satisfaction data or sales information and 4) any information we identify as “Confidential” on a Lenovo Web site. Your access or use of such information is considered your agreement to accept it as confidential.

Each of us agrees to:

• 1. use the same care and discretion to avoid disclosure, publication or dissemination of Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; and
• 2. use the Confidential Information for the purpose for which it was disclosed or otherwise for the benefit of the discloser.

Each of us may disclose Confidential Information to:

• 1) employees who have a need to know, and employees of any legal entity that it controls, controls it, or with which it is under common control, who have a need to know. Control means to own or control, directly or indirectly, over 50% of voting shares; and
• 2) any other party with the discloser’s prior written consent.

Before disclosure to any of the above parties, the recipient will have a written agreement with the party sufficient to require that party to treat Confidential Information in accordance with this Agreement.

The recipient may disclose, publish, disseminate, and use Confidential Information that is 1) already in its possession without obligation of confidentiality, 2) developed independently, 3) obtained from a source other than the discloser without obligation of confidentiality, 4) publicly available when received, or subsequently becomes publicly available through no fault of the recipient, or 5) disclosed by the discloser to another without obligation of confidentiality.

The recipient may use in its business activities the ideas, concepts and know-how contained in the discloser’s Confidential Information which are retained in the memories of recipient’s employees who have had access to the Information under this Agreement.

THE DISCLOSER PROVIDES CONFIDENTIAL INFORMATION WITHOUT WARRANTIES OF ANY KIND.

The recipient uses Confidential Information provided by the discloser at its own risk.

The receipt of Confidential Information pursuant to this Agreement will not preclude, or in any way limit, the recipient from 1) providing to others products or services which may be competitive with products or services of the discloser, 2) providing products or services to others who compete with the discloser, or 3) assigning its employees in any way it may choose.

The recipient may disclose Confidential Information to the extent required by law. However, the recipient will give the discloser prompt notice to allow the discloser a reasonable opportunity to obtain a protective order.

All other information exchanged between us is non confidential, unless disclosed as specified in the Lenovo Agreement for Exchange of Confidential Information.

8. Status Change

You agree to give us prompt written notice (unless precluded by law or regulation) of any substantive change to the information supplied in your application. Upon notification of such change, (or in the event of failure to give notice of such change) Lenovo may, at its sole discretion, immediately terminate this Agreement.

9. Marketing Funds and Promotional Offerings

We may provide marketing funds and promotional offerings. If we do, you agree to use them according to our guidelines and to maintain records of your activities regarding the use of such funds and offerings for three years. We may withdraw or recover marketing funds and promotional offerings from you if you breach any terms of the Agreement. Upon notification of termination of the Agreement, marketing funds and promotional offerings will no longer be available for use by you, unless we specify otherwise in writing.

10. Forecasts

Product supply demand forecasts are required weekly, as applicable, in the format we specify based on the defined supply demand schedule. Forecast should be by month, for the current month plus next two months, by machine type model and quantity.

11. Ordering and Delivery

You may order Products and Services from us as we specify in our operational guidance. We will agree to a location to which we will ship. We may establish criteria for you to maintain at such location (for example, certain physical characteristics, such as a loading dock), as we specify.

Upon becoming aware of any discrepancy between our shipping manifest and the Products and Services received from us, you agree to notify us immediately. We will work with you to reconcile any differences.

We select the method of transportation and pay associated charges for Products and Services we ship.

We may not be able to honor your request for modification or cancellation of an order.

12. Returns

Products and Services you order may not be returned to us, other than those determined to be defective on arrival (DOA). Unless we specify otherwise, returned Products and Services must be in their original packages. You agree to ensure the returned Products and Services are free of any legal obligations or restrictions that prevent their return. We accept them only from locations within the country to which we ship Products and Services. We will reject returned Products and Services that do not comply with these terms and Reseller agrees Lenovo cannot be held liable for such returns.

13. Price, Invoicing, Payment and Taxes

Price and Discount

The price or discount if we specify one, for each Product and Service will be made available to you in a communication which we provide to you in published form or through our electronic information systems or a combination of both.

The price for each Product and Service is the lower of the price in effect on the date we receive your order, or the date we ship a Product, if it is within 30 days of the date we receive your order.

Price and Discount Changes

We may change prices and discounts at any time.

It may become necessary that Lenovo increases prices or decreases discounts of Products which your ordered but Lenovo did not ship yet. If Lenovo exercises this right, you will be notified and required to confirm to Lenovo (to the mail back address provided in the notification) within eight (8) calendar days from the date of the notification that you accept the new price or that you wish to cancel your order. If we receive no response from you within eight (8) calendar day, we will cancel your order. The eight (8) calendar day rule is applied in a straight-forward manner and no additional days will be added for any reason.

Invoicing, Payment and Taxes

Amounts are due upon receipt of invoice and payable as specified in our operational guidance to you. You agree to pay accordingly, including any late payment fee. Details of any late payment fee will be provided upon request at the time of order and will be included in the notice.

You may use a credit only after we issue it.

If any authority requires us to include in our invoice to you a duty, tax, levy, or fee which they impose, excluding those based on our net income, upon any transaction under this Agreement, then you agree to pay that amount.

Failure to Pay Any Amounts Due

If you fail to pay any amounts due in the required period of time, you agree that we may do one or more of the following, unless precluded by law:

• 1. impose a finance charge, as we specify to you in writing, up to the maximum permitted by law, on the portion which was not paid during the required period;
• 2. require payment on or before delivery of Products and Services;
• 3. repossess any Products and Services for which you have not paid. If we do so, you agree to pay all expenses associated with repossession and collection, including reasonable attorneys' fees. You agree to make the Products and Services available to us at a site that is mutually convenient;
• 4. not accept your order until any amounts due are paid;
• 5. terminate this Agreement;
• 6. pursue any other remedy available at law.

We may offset any amounts due you, or designated for your use (for example, marketing funds or promotional offerings), against amounts due us.

14. Reporting

You agree to:

• 1. provide on a weekly basis sales-out reports covering sales from Monday to the close of business of the following Sunday . Your report must include part number, quantity, resale invoice number, resale invoice date and, if applicable, the Reseller to whom you sold the Products or Services, We must receive every week's report within the first two (2) working days of the following week;
• 2. provide an inventory position weekly. If you report on a weekly basis, this weekly report must contain the previous week’s inventory position as at close of business on Friday; and
• 3. format all your reports as we specify in the operational guidance we provide to you.

15. Title, Risk of Loss

When you order a Product we transfer title to you upon delivery to the Lenovo-designated carrier. Products are owned by Lenovo until title has been transferred to you. Lenovo does not transfer title to any software products.

Your right to possession of Products will cease if you have not yet fully paid for the Products and: 1) your actions entitle any person to appoint a receiver or administrative receiver of your property; 2) you become subject to any form of insolvency proceedings (or Lenovo has reason to believe any of the preceding events is likely to occur); 3) you fail to make payments hereunder when due; or 4) the Agreement is terminated. We may then, in addition to any other remedies available to us, enter any premises to recover unpaid Products and require you not to resell or part with possession of Products until you have paid us, in full, all sums due to us.

You will pass title to any returned Products to Lenovo free from all encumbrances.

For each Product, Lenovo bears the risk of loss or damage up to the time it is delivered to the Lenovo-designated carrier for shipment to you. Thereafter, you assume the risk. Each Product will be covered by insurance, arranged and provided by Lenovo for you, covering the period until it is delivered to you.

16. Installation and Warranty

We provide instructions to enable the setup of customer-set-up-machines. We are not responsible for the installation of Programs or third party Machines. We do, however, pre-load Programs onto certain Machines.

A copy of our applicable warranty statement is available at http://www.lenovo.com/think/support. You agree to provide it to the Customer for review before the sale is finalized, unless we specify otherwise. Further, you agree to inform the End User if a Machine contains a Customer Replaceable Unit (CRU) such as a mouse, keyboard, speaker, memory, or hard disk drive). Lenovo provides replacement CRUs to the End User for installation by the End User.

Warranty terms for Programs are described in the Programs’ license terms.

We provide third party Products WITHOUT WARRANTIES OF ANY KIND, unless we specify otherwise. However, third party manufacturers, suppliers or publishers may provide their own warranties to you.

For third party Products we approve you to market, you agree to inform your customer in writing 1) that the Products are non-Lenovo, 2) the manufacturer or supplier who is responsible for warranty (if any), and 3) of the procedure to obtain any warranty service.

17. Lenovo Warranty Service

If we approve you to provide Warranty Service, you agree to do so for those Products specified according to the terms in the Service Support Guide.

18. Remarketing of Services

We may provide separately (e.g. in an Attachment, the Exhibits, or in other communications that you accept explicitly ) terms governing your remarketing of Services the End User purchases from you and which we, our servicer or subcontractor perform under the terms of the Service agreement signed or accepted by the End User.

19. Export and Import

You may actively market Products and Services only within the Territory. You may not market outside this scope, and you agree not to use anyone else to do so.

Export and Import Laws

You warrant that you will comply with all applicable export and import laws when you market Products, Services and technical data. You agree that if you export or import Products, Services and technical data, you, and not Lenovo, will act as the exporter or importer. Further, you warrant that you are knowledgeable with, and are and will remain in full compliance with, the applicable export and import laws, regulations, orders and policies (including, but not limited to, securing all necessary clearance requirements, export and import licenses and exemptions, and making all proper filings). We may, at our sole discretion, require you from time to time to provide us with written certification relating to your compliance with applicable export and import laws or prohibit you from doing business with certain Customers in order to ensure that you and Lenovo comply with applicable export and import laws.

You will indemnify us for claims made against us for your failure to comply with applicable export and import laws, regulations or orders.

Customer Exports

If a Customer acquires a Product for export, you agree to use your best efforts to ensure that it complies with all applicable export and import laws.

For a Product acquired for export outside the Territory, our responsibilities, if any, under this Agreement no longer apply to that Product unless the Product's warranty or license terms state otherwise. Before your sale of such Product, you agree to prepare a support plan for it and obtain your Customer's agreement to that plan. Within one month of sale, you agree to provide us with the Customer's name and address, Machine type/model, and serial number if applicable, date of sale, and destination country.

Attainment

Products you export (or which are acquired by a Customer for export) outside the Territory will not count toward attainment of your objectives and will not qualify for applicable promotional offerings and marketing funds. We may also reduce future supply allocations to you by the number of exported Products.

20. Trademarks

We will provide you with written guidelines which we may periodically modify regarding the authorized use of the Lenovo title and emblem. You may not modify the emblem in any way. You may use our Trademarks (which include the title, emblem, Lenovo Trademarks and service marks) only:

• 1. within Territory;
• 2. in association with Products and Services we approve you to market; and
• 3. as described in the written guidelines provided to you.

The royalty normally associated with non-exclusive use of the Trademarks will be waived, since the use of this asset is in conjunction with marketing activities supporting sales of Products and Services.

You agree to promptly modify, at your expense, any advertising or promotional materials that do not comply with our guidelines. If you receive any complaints about your use of a Trademark, you agree to promptly notify us. When this Agreement ends, you agree to promptly stop using our Trademarks. If you do not, you agree to pay any expenses and fees we incur in getting you to stop.

You agree not to register or use any mark that is confusingly similar to any of our Trademarks.

Our Trademarks, and any goodwill resulting from your use of them, belong to us.

21. Patents and Copyrights

If a third party claims that a Product Lenovo provides under this Agreement infringes that party’s patent or copyright, Lenovo will defend you against that claim at its expense and pay all costs, damages, and attorney’s fees that a court finally awards, provided that you: 1) promptly notify Lenovo in writing of the claim; and 2) allow Lenovo to control, and cooperate with Lenovo in, the defense and any related settlement negotiations.

If you maintain an inventory, and such a claim is made or appears likely to be made about a Product in your inventory, you agree to permit us either to enable you to continue to market and use the Product, or to modify or replace it with one that is at least functionally equivalent. If we determine that none of these alternatives is reasonably available, you agree to return the Product to us on our written request. We will then give you a credit, as we determine, which will be either 1) the price you paid us for the Product (less any price-reduction credit), or 2) the depreciated price. This is Lenovo’s entire obligation to you regarding any claim of infringement.

Claims for Which Lenovo is Not Responsible

Lenovo has no obligation regarding any claim based on any of the following:

• 1. anything you provide which is incorporated into a Product;
• 2. your modification of a Product, or a Program's use in other than its specified operating environment;
• 3. the combination, operation, or use of a Product with any Products not provided by us as a system, or the combination, operation, or use of a Product with any product data, apparatus, or business method that Lenovo did not provide; or
• 4. infringement by a non-Lenovo Product alone, as opposed to its combination with Products we provide to you as a system.

22. Liability

Circumstances may arise where, because of a default or other liability, one of us is entitled to recover damages from the other. In each such instance, regardless of the basis on which damages can be claimed, the following terms apply as your exclusive remedy and our exclusive liability.

Our Liability

Lenovo is responsible for no more than:

• 1) payments referred to in the "Patents and Copyrights" section above;
• 2) damages for bodily injury (including death) caused by our negligence;
• 3) actual direct loss or damage to real property or tangible personal property caused by our negligence; and
• 4) the amount of any other actual direct loss or damage arising from our negligence or breach of this Agreement, up to the amount you paid for the Product or Service that is the subject of the claim.

Items for Which We Are Not Liable

Under no circumstances (except as required by law) is Lenovo, its subcontractors, or Program developers liable for any of the following even if informed of their possibility:

• 1) third-party claims against you for damages (other than those under the first three items above in the subsection entitled "Our Liability");
• 2) loss of, or damage to, your records or data; or
• 3) special, incidental, or indirect damages, or for any economic consequential damages, or lost profits, business, revenue, goodwill or anticipated savings.

Your Liability

In addition to damages for which you are liable under law and the terms of this Agreement, you will indemnify us for claims made against us by others (particularly regarding statements, representations, or warranties not authorized by us) arising out of your conduct under this Agreement or as a result of your relations with anyone else.

23. Electronic Communications

Each of us may communicate with the other by electronic means, (for example, to provide written notice or consent to the other) and such communication is acceptable as a signed writing to the extent permissible under applicable law. Both of us agree that for all electronic communications, an identification code (called a "user ID") contained in an electronic document is sufficient to verify the sender's identity and the document's authenticity.

24. Ending the Agreement

Regardless of the contract duration specified in the Details of Our Relationship section of the Profile, or any renewal period in effect, either of us may terminate this Agreement, with or without cause, on three months' written notice. If, under applicable law, a longer period is mandatory, then the notice period is the minimum notice period allowable.

If we terminate for cause we may, at our discretion, allow you a reasonable opportunity to cure. If you fail to do so, the date of termination is that specified in the notice.

However, if either party breaches a material term of the Agreement, the other party may terminate the Agreement on written notice. Examples of such breach by you are: if you do not maintain customer satisfaction; if you repudiate this Agreement; or if you make any material misrepresentations to us. You agree that our only obligation is to provide the notice called for in this section and we are not liable for any claims or losses if we do so.

We both agree that if we permit you to perform certain activities after this Agreement ends, the activities and respective responsibilities will be performed under the terms of this Agreement.

25. Governing Law

The laws of England and Wales will govern, construe and enforce the rights, duties and obligations arising under, or relating in any manner to, the subject matter of this Agreement, notwithstanding any conflicts of laws principles.

The "United Nations Convention on Contracts for the International Sale of Goods" does not apply.

Both of us agree to submit all disputes relating to this Agreement to the jurisdiction of the Courts of London, United Kingdom.