The Principal Terms and Conditions (including any Annexures thereto) and these General Terms and Conditions constitute “this Agreement”. Any terms used in these General Terms and Conditions which are defined in the Principal Terms and Conditions will have the meaning as set out in the Principal Terms and Conditions.
1. Definitions and interpretation
1.1 In this Agreement, unless the context otherwise requires or permits:
“Confidential Information” means:
(a) all information which is proprietary to, about, or created by a Party;
(b) any and all materials including but not limited to documents, lists, files, data, accounts, notes, reports, proposals, specifications, and drawings, regarding the business affairs of a Party, including this Agreement;
(c) information the disclosure of which could be detrimental to the interests of a Party;
(d) information which is designated as Confidential Information by a Party;
(e) Event Information;
(f) information which from all relevant circumstances could reasonably be assumed by the other Party to be confidential to that Party or to any third party with whose consent or approval the information is being used; and
“Event(s)” means any event(s) detailed or referred to in Section 1 of the Principal Terms and Conditions that is organised or controlled by Brainmates;
“Event Information” means information regarding the Event, including but not limited to:
(a) details of attendees; and
(b) information about the Event including proposed venue, theme, program, hosts, guest speakers, promotions and incentives (to the extent not publicly released by Brainmates);
“Venue” means the physical location for an in-person event and the membership portal at leadingtheproduct.com for a livestreamed digital event.
“Sponsor Benefits” means what the Company is required to deliver to the Sponsor subject to the Sponsor Obligations and Sponsor Contribution.
“Sponsor Obligations” means what the Sponsor is required to do by the specified deadlines to receive the listed Sponsor Benefits as set out in Annexure B.
“Sponsor Contribution” means the amount the Sponsor pays to the Company in exchange for the Sponsor Benefits.
“Force Majeure Event” means any act of God, fire, earthquake, flood, epidemic, accident or explosion, outbreak or escalation of hostilities (whether or not war has been declared) or any other unlawful act against public order or authority including but not limited to riot, civil disturbance or commotion, terrorist act, act of a public enemy, insurrection, revolution, industrial dispute or lock-out, governmental restraint or embargo or compliance with any law or governmental order, or any other event which is not within the reasonable control of the Parties;
“GDPR” means European Union General Data Protection Regulation (EU) 2016/679;
“Intellectual Property Rights” means any and all intellectual property rights subsisting in any part of the universe in any and all media (whether now known or created in the future) including, without limitation, rights in the nature of copyright, registered design or other design right, trade mark, patent rights, circuit layout rights, trade secrets and any corresponding proprietary rights (whether registered or common law) under the laws of any jurisdiction;
“Licensed Property” means a Party’s Licensed Marks (as specified in the Principal Terms and Conditions) and any other materials in which Intellectual Property Rights subsist and which are provided by a Party to the other Party from time to time for the purposes of this Agreement (including, for example, advertising copy);
“Parties” means the parties to this Agreement and Party means a party to this Agreement.
“Personal Information” has the same meaning as is defined in the Privacy Act;
“Privacy Act” means the Privacy Act 1988 (Cth);
“Privacy Laws” means the Privacy Act and Australian Privacy Principles as contained in Schedule 1 to the Privacy Act and the GDPR; and
“Term” means the term of this Agreement which, unless terminated earlier, means the period from the Date of this Agreement until the first Business Day after the last Event.
1.2 In this Agreement, unless the context otherwise requires or permits:
(a) where any word or phrase is given a defined meaning, then other parts of speech and grammatical forms of that word or phrase will have a corresponding meaning;
(b) the use of headings, underlining or marginal notes are included for convenience and ease of reference only and do not affect interpretation of this Agreement;
(c) references to the singular includes the plural and vice versa;
(d) references to a gender includes any gender;
(e) reference to parties means the parties to this Agreement and to a party means a party to this Agreement;
(f) references to a party will include as the context requires that party’s respective executors, administrators and successors;
(g) references to a successor to a party includes its successors, assigns and licensees and all further successors, assigns and licensee of the relevant party or such successors, assigns or licensees;
(h) references to a person includes any other entity recognised by law;
(i) references to this Agreement includes any annexures and schedules to this Agreement and any other document expressly incorporated as part of this Agreement;
(j) references to clauses, subclauses, paragraphs, annexures and schedules are references to clauses, subclauses, paragraphs, annexures and schedules in this Agreement;
(k) references to any annexures, schedules or other documents attached to this Agreement include references to those documents as varied from time to time;
(l) references to any agreement or document are references to that agreement or document (and, where applicable, any of its provisions), as amended, novated, supplemented, varied or replaced from time to time;
(m) references to any legislation or legislative provision will include modifying, consolidating, or replacing legislation or legislative provisions;
(n) references to proceedings include litigation, arbitration and investigation;
(o) references to a “breach of warranty” includes that warranty not being complete, true or accurate;
(p) references to “$”, “AUD$”, “A$”, “Australian Dollars” or “dollars” is a reference to the lawful tender for the time being and from time to time of the Commonwealth of Australia;
(q) the words “including” and “includes” and similar words are not words of limitation;
(r) every covenant, provision, representation, warranty, obligation or an agreement applying to, binding or given by more than one person will bind them jointly and each of them severally;
(s) a requirement to do anything includes a requirement to cause that thing to be done and a requirement not to do anything includes a requirement to prevent that thing being done;
(t) a provision of this Agreement is not to be construed adversely against a party solely on the ground that the party or its solicitors were responsible for the preparation of this Agreement or of a particular provision of this Agreement; and
(u) if the day on which any act, matter or thing is to be done under or pursuant to this Agreement is not a Business Day, that act, matter or thing may be done on the next Business Day.
2. Event Arrangements
2.1 Access: Brainmates grants access to the Sponsor’s employees and contractors to the Venue(s) at reasonable times specified by Brainmates (provided that any attendees at the Event on behalf of the Sponsor must be registered as a normal participant except to the extent that the Sponsor Package Benefits provide any concessions for such attendees).
2.2 Rules: The Sponsor agrees to adhere to the rules and regulations for the Event, including any rules and regulations relating specifically to the Venue(s), to the extent provided by Brainmates and/or otherwise made available to the Sponsor.
2.3 Insurance: The Sponsor warrants, represents, undertakes and agrees that it has and will maintain all reasonable and prudent insurances in respect of, as applicable, the Event(s), and will provide upon request evidence of the currency of such insurances.
2.4 Materials: Each Party agrees to provide the other Party with, as applicable, copies of its Licensed Marks (as specified in Section 7 of the Principal Terms and Conditions), branding guidelines, other relevant Licensed Property, and any other goods, materials, and information necessary for the fulfilment of obligations under this Agreement, in accordance with the delivery dates or other timeframes indicated in the Principal Terms and Conditions (or, where not specified, in a reasonable time to enable each Party to adhere to any deadlines as communicated to it in writing by the other Party).
2.5 Cooperation: The Sponsor agrees to make available to Brainmates any key personnel associated with the Event(s) who are to be interviewed and/or photographed in relation to the Sponsor Package Benefits (if applicable and in accordance with this Agreement).
2.6 Control of Event: Brainmates shall have control over all aspects of the Event, including but not limited to matters such as the venue, theme, content, program, hosts, guest speakers, advertising, promotions and incentives.
2.7 Postponement: Brainmates reserves the right to postpone or vary the date of the Event and/or the Venue at its absolute discretion. Brainmates will provide the Sponsor with written notice as soon as is reasonably practicable following the change to the date of the Event.
2.8 Cancellation: If the Event(s) is/are cancelled or is/are likely to be cancelled for any reason, including without limitation because of a Force Majeure Event:
(a) Brainmates agrees to provide notice in writing to the Sponsor as soon as practicable.
(b) without limiting clause 8 (Termination), in the event of a cancellation, Brainmates is relieved of its obligations to provide the Sponsor Package Benefits as from the date of the notice (unless otherwise expressly agreed in writing between the Parties); and
(c) Brainmates agrees to reimburse the Sponsor for the amount of the Sponsor Contribution (or a pro rata amount if not all of the Events are cancelled) within twenty one (21) days of such cancellation.
2.9 Representative: Each Party agrees to appoint at least one representative who will liaise with the other Party in respect of matters relating to this Agreement.
3. Intellectual Property
3.1 Primary Licences: Each Party grants to the other Party a non-transferable, non-exclusive, royalty-free licence to use its Licensed Property in any and all media relevant to the use of the Sponsor Package Benefits in accordance with this Agreement (including without limitation and as applicable in print, online and broadcast), unless specified otherwise in the Principal Terms and Conditions.
3.2 Limitations: The licence referred to in clause 3.1 is subject to the following conditions:
(a) each Party may only use the Licensed Property of the other Party solely for the purposes of fulfilling its obligations under this Agreement, or as otherwise authorised by the other Party in writing or in accordance with clause 3.3;
(b) neither Party may alter the Licensed Property of the other Party without that other Party’s prior written consent; and
(c) each Party must at all times comply with any branding guidelines or other written directions issued by the other Party from time to time in connection with that other Party’s Licensed Property.
3.3 Ongoing Licence: Provided that Brainmates is not in breach of this Agreement, the Sponsor grants to Brainmates an additional non-transferable, non-exclusive, royalty-free and sub-licensable licence to use the Sponsor’s Licensed Property after the Term to promote the Event (including by way of example continuing to advertise Brainmates’ affiliation with the Event(s) online subsequent to the conclusion of the Event(s)), subject to the conditions outlined in clause 3.2(b)-(c) and otherwise in accordance with this Agreement.
3.4 Ownership: Each Party acknowledges and agrees that:
(a) the other Party owns and/or controls all Intellectual Property Rights in the other Party’s Licensed Property;
(b) nothing herein transfers or assigns to a Party any right, title or interest in the other Party’s Licensed Property; and
(c) any Intellectual Property Rights created by any Party by virtue of this Agreement (“Created Property”) shall remain vested in the Party responsible for creating it, except where such Created Property is substantially based upon the other Party’s Licensed Property, in which case the creating Party hereby assigns such Created Property to the other Party by way of a present assignment and where necessary by way of a present assignment of future rights.
3.5 Use of Licensed Property: Except as otherwise stated in the Principal Terms and Conditions or agreed in writing between the Parties, neither Party may:
(a) suggest or imply a relationship of affiliation, endorsement, sponsorship or partnership between the Parties including in respect of any goods, services, businesses, or online materials, other than as contemplated by this Agreement; and/or
(b) use or incorporate the other Party’s Licensed Property as part of any other design or graphic, including without limitation by way of creating a co-branding mark or a confusingly similar mark, except as expressly authorised in writing by such other Party.
3.6 Reservation of Rights: All rights not expressively granted by a Party under this Agreement are reserved by that Party.
4. Confidential Information
4.1 Duty of Confidentiality: Each Party agrees at all times during the Term and for so long as is legally permissible after the Term to keep confidential the Confidential Information of the other Party, and will not disclose or discuss the same without the prior written approval of the other Party, except:
(a) as specifically provided by this Agreement;
(b) to the extent permitted or required by law;
(c) to the extent required to perform any of the Party’s obligations under this Agreement;
(d) to the extent required to instruct the Party’s professional advisers in relation to this Agreement;
(e) where the information is or becomes public knowledge (except as a result of contravention of this Agreement);
(f) where the information was known to the Party before the Date of this Agreement and such prior knowledge is notified and agreed in writing between the Parties; or
(g) where the information becomes known to the Party after the Date of this Agreement other than because of a contravention of this Agreement, and such subsequent knowledge is notified and agreed in writing between the Parties.
5. Warranties
5.1 Each Party warrants, represents, undertakes and agrees that:
(a) Authority: it has the full right, power and authority to enter into and perform this Agreement;
(b) Interfering Obligations: it has not made and will not during the Term of this Agreement make any commitment or agreement, and has not done or failed to do and will not do or fail to do, anything which materially interferes with the performance of its obligations under this Agreement;
(c) Cooperation: it will co-operate with the other Party during the Term of this Agreement and will perform all of its services in accordance with this Agreement in a professional manner and in compliance with all reasonable directions of the other Party;
(d) No Disparagement: Each of the Parties agree not to make any negative comments or disparage the other parties or any of their respective directors, officers, employees, agents and servants (where applicable);
(e) Licensed Property: each Party’s Licensed Property is wholly owned or controlled by that Party, and the publication or other use of such Licensed Property in accordance with this Agreement will not infringe or give rise to a claim of infringement of such Intellectual Property Rights by any third party;
(f) Credit: it will not pledge the credit of the other Party or any person, company or corporation associated with the other Party nor incur any debts, liabilities or obligations in the name of the other Party or any person, company or corporation associated with the other Party without the prior written consent of the other Party; and
(g) Statements and Representations: it will not make any statements, warranties or representations about the other Party or (if applicable) the Event(s) which are inaccurate, misleading, or deceptive or which would otherwise give rise to legal liability.
5.2 The Sponsor further warrants, represents, undertakes and agrees that:
(a) Permissions and Consents: it has obtained or will obtain all relevant permissions, clearances and/or consents in respect of all elements and parties reasonably under the Sponsor’s control with respect to the Sponsor Package Benefits, including but not limited to interviews, photography, filming, and other publication-related consents.
(b) Privacy: the Sponsor will not violate any person’s right of privacy or confidentiality, including by way of collecting Personal Information about a third party or any attendees to the Event, without first obtaining their consent.
(c) Information: the information or materials that the Sponsor provides to Brainmates about or in relation to any relevant goods, services, or events (whether an Event) (including but not limited to any sponsorship arrangements, the availability, attendance or involvement of any speakers, hosts, or invitees) is true, accurate and complete in every respect.
(d) Commercial Benefit: Brainmates does not provide any warranty to the Sponsor that the provision of the Sponsor Package Benefits (whether directly in connection with the Event, as defined in the Principal Terms, or otherwise) will generate any specified level of interest, sales or other commercial benefit for, or in relation to, any event (whether or not an Event), business or entity operated by the Sponsor.
6. Privacy
6.1 The Parties acknowledge and agree that Brainmates may collect Personal Information for the purposes of the Event and the Parties hereby agree and acknowledge that, for the purposes of this Agreement:
(a) there is no transfer of any Personal Information between the Parties;
(b) Brainmates is not collecting Personal Information on behalf of the Sponsor; and
(c) If Brainmates discloses Personal Information to the Sponsor, this disclosure for the limited purposes of the Event and for informational purposes only and nothing in that disclosure constitutes a grant of permission, licence or any form of consent in respect of the Personal Information to the Sponsor to use, disclose or otherwise process the Personal Information for any purpose.
6.2 Notwithstanding clause 6.1(a) above, if the Parties agree to exchange any Personal Information, the Parties must each take reasonable steps to protect that information in accordance with applicable Privacy Laws related to the handling of Personal Information. Each Party agrees to comply with, and ensure that its personnel (including officers, employees and subcontractors), comply with the requirements of this clause 6.2.
6.3 The Sponsor must ensure that it has obtained the necessary consents and permissions, in writing where practicable, from any individuals whose Personal Information is disclosed to Brainmates pursuant to this Agreement. The Sponsor is deemed to have made a representation to Brainmates that the Sponsor has complied with this clause 6.3, and Brainmates will rely on such representation.
6.4 The obligation on the Sponsor under clause 6.1(c) and 6.3 are essential terms of this Agreement and breach of these terms entitles Brainmates to exercise all rights that are available in respect of a breach of an essential term as construed under the general law.
6.5 As well as providing the information specified above in clause 6.2 above, Brainmates may also provide the Sponsor with Event Information. The Sponsor acknowledges and agrees that in no circumstances will the Sponsor use or disclose Event Information for any purpose without first obtaining written permission of Brainmates.
6.6 The Parties acknowledge that if either Party suspects or believes that there has been unauthorised access to, unauthorised use of, unauthorised disclosure of, or loss of Personal Information (“Incident”) in connection with this Agreement, then the Party that suspects or believes that there has been an incident (the “First Party”) will immediately notify the other Party (the “Second Party”) in writing, setting out details of their suspicion or belief, including sufficient information for the Second Party to understand the nature and extent of the Incident, including relevant details such as:
(a) the date, time and location of the Incident;
(b) a description of the type or types of information involved in the Incident;
(c) any remedial action that the First Party has taken in respect of the Incident; and
(d) any other information that may be reasonably required or requested the Second Party to assist that Party to understand the Incident and make a determination as to whether the Incident may be an ‘eligible data breach’ for the purposes of Section IIIC of the Privacy Act.
6.7 The parties agree that:
(a) following the assessment of the Incident by a Party according to section 26WH of the Privacy Act in consideration of the relevant matters for determining whether or not the Incident would be likely to result in serious harm set out in section 26WG of the Privacy Act, if a Party believes that the Incident amounts to an ‘eligible data breach’ as that term is defined in section 26WE of the Privacy Act; and
(b) section 26WM of the Privacy Act applies in respect of the eligible data breach and both parties are both holding the Personal Information that is subject to the eligible data breach, then:
(i) the Parties will agree within two (2) business days which of the Parties will assume all obligations in relation to the eligible data breach for the purposes of Part IIIC of the Privacy Act and any other obligations that may arise under the Privacy Act and or the general law (the “Notifying Party”); and
(ii) in the event that the Parties are unable to agree within two (2) business days which of the Parties will assume all obligations in relation to the eligible data breach for the purposes of Part IIIC of the Privacy Act and any other obligations that may arise under the Privacy Act and or the general law, Brainmates reserves the right to require the Sponsor to assume all obligations in relation to the eligible data breach for the purposes of Part IIIC of the Privacy Act and any other obligations that may arise under the Privacy Act and or the general law;
(c) the other Party agrees to use all reasonable endeavours to assist and co-operate with the Notifying Party in the discharge of their obligations under this clause 6.7 including providing information, taking steps or undertaking acts that may be reasonably required by the Notifying Party to meet these obligations;
(d) the Notifying Party agrees to indemnify the other Party for all costs and expenses reasonably incurred by the other Party in connection with assisting and co-operating with the Notifying Party under this clause 6.7.
6.8 Notwithstanding clauses 6.6 and 6.7 above, Brainmates may at its sole discretion decide to assume all of the obligations in relation to the eligible data breach for the purposes of Part IIIC of the Privacy Act and any other obligations that may arise under the Privacy Act and or the general law in which case Brainmates will notify the Sponsor in writing of that decision. The Sponsor agrees to use all reasonable endeavours to assist and co-operate with Brainmates in the discharge of its obligations under this clause 6.7 including providing information, taking steps or undertaking acts that may be reasonably required by Brainmates to meet these obligations.
6.9 Nothing in this clause 6 limits the Sponsors obligations under the Privacy Act or the APPs and or the general law.
7. Liability
The Sponsor agrees that in no circumstances will Brainmates be liable to the Sponsor for any indirect or consequential loss or damage suffered by the Sponsor or any of its customers, licensees, assigns or any other person arising out of, in connection with or relating to the performance, breach, termination or non-observance of this Agreement by Brainmates. The Parties agree that, without limitation, loss of profits (whether in respect to tickets sales to any event or Event(s) or otherwise) or loss of business opportunities, however occurring, will constitute indirect or consequential loss or damage.
8. Termination
8.1 Termination by Either Party: Either Party may terminate this Agreement immediately by written notice if:
(a) the other Party breaches a material term of this Agreement and such breach is incapable of remedy, or if capable of remedy (including without limitation in respect of any payment due to Brainmates), the other Party fails to remedy such breach within five (5) business days of receiving notice of the breach and the action required to remedy it;
(b) the other Party has a liquidator or provisional liquidator appointed to it, if such appointment is not removed within three (3) months of the initial appointment;
(c) the other Party resolves to wind up or is subject to an order to wind up (other than for voluntary reconstruction);
(d) the other Party has a receiver, receiver and manager or official manager properly appointed to it or in respect of a substantial proportion of its assets or undertakings, if such appointment is not removed within three (3) months of the initial appointment;
(e) a court or tribunal makes an order that the Sponsor be wound up in insolvency, unless the Sponsor successfully appeals such order; and/or
(f) as otherwise provided in the Principal Terms and Conditions.
8.2 Effect of Expiration or Termination: Upon expiration or termination of this Agreement for any reason, including as result of a Force Majeure Event in accordance with clause 9, each Party shall if requested by the other Party in writing return to the other Party or destroy all copies of the other Party’s Licensed Property and any Confidential Information belonging to the other Party in the possession of that Party within three (3) days of such written request but in any event shall cease all further use of the other Party’s Licensed Property within thirty (30) days of such written request (in both cases except as provided by clause 3.3 and excluding for the avoidance of doubt in respect of the use of any of the Sponsor’s Licensed Property in any Event(s) already published, printed or otherwise scheduled to be printed or published) and thereafter the Parties shall have no further obligations to each other under this Agreement.
8.3 Accrued Rights and Remedies: Notwithstanding anything to the contrary in this Agreement, the expiration or termination of this Agreement will not prejudice or impair any rights or remedies that have already accrued to any Party under this Agreement, including any rights or remedies in respect of any breach of this Agreement or which arise prior to termination.
9. Force Majeure
9.1 Notwithstanding any other provision in this Agreement, no default, delay or failure to perform on the part of any Party will be considered a breach of this Agreement if such default, delay or failure to perform is as a result of a Force Majeure Event.
9.2 In the event that a Force Majeure Event occurs, the time for performance required by a Party under this Agreement will be extended for any period during which performance is prevented by the event, except as otherwise provided in clauses 1.1, 2.7, 2.8 and 9.3.
9.3 If a delay or failure by a Party to perform its obligations under this Agreement due to a Force Majeure Event exceeds thirty (30) days, either Party may immediately terminate this Agreement on providing written notice to the other Party. Clauses 8.2 and 8.3 will apply with respect to such termination.
10. General
10.1 GST: Unless otherwise stated herein, all amounts payable or consideration to be provided under this Agreement are exclusive of GST (as that term is defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth)) and GST must be paid in addition to such amounts.
10.2 Relationship of Parties: The relationship between the Parties will be that of independent contractors. Neither Brainmates nor the Sponsor will have (and will not represent that it has) any power, right or authority to bind the other, or to assume or create any obligation or responsibility, express or implied, on behalf of the other or in the other’s name. Nothing stated in this Agreement will be construed as constituting Brainmates and the Sponsor as a legal partnership or partnership at law, or as creating the relationship of employer and employee or principal and agent between Brainmates and the Sponsor.
10.3 Notices: All notices and consents required or permitted to be given under this Agreement must be in writing and given by personal service, email (to the email address noted in the Principal Terms and Conditions) or by mail (postage prepaid to the Parties at their address as set out in the Principal Terms and Conditions or to such other address as either Party may designate to the other by written notice). Such notices and consents shall be deemed sufficiently given upon delivery if by personal service, three (3) days after mailing if sent by mail, and upon sender’s confirmation of receipt notice if sent by email.
10.4 Assignment: The Sponsor may not assign or otherwise transfer this Agreement or any rights or obligations under this Agreement without prior written permission of Brainmates. Brainmates may assign or transfer this Agreement or all or any part or parts of its rights to any third party. This Agreement including without limitation the rights, consents and waivers granted in this Agreement shall ensure to the benefit of Brainmates and its successors, licensees, and assigns.
10.5 Amendment: This Agreement may only be amended, supplemented, or replaced by a document in writing signed by both Parties.
10.6 Approvals: A Party may give its approval or consent conditionally or unconditionally or withhold its approval or consent in its absolute discretion unless this Agreement expressly provides otherwise.
10.7 Waiver: Any failure or delay by a Party to compel performance by the other Party of any of the terms and conditions of this Agreement does not constitute a waiver of those terms or conditions, nor does it affect or impair the right of that Party to enforce them against the other Party at a later time or to pursue remedies it may have for any subsequent breach of those terms or conditions. A waiver may only be binding on the Party granting the waiver if it is given in writing and signed by that Party and is only effective in the specific instance and for the specific purpose for which it is given.
10.8 Consents and Approvals: A Party may give its consent or approval conditionally or unconditionally or without its approval or consent in its absolute discretion unless this Agreement expressly provides otherwise.
10.9 Entire Agreement: This Agreement constitutes the full and complete agreement between the Parties relating to the subject matter contained in this Agreement and supersedes any and all previous agreements, understandings, negotiations and representations between the Parties in respect of all matters dealt with in this Agreement.
10.10 Counterparts: This Agreement may be executed by electronic communications and in one or more counterparts each of which counterparts will constitute the one agreement which will be binding on all the Parties when one such counterpart has been executed by each Party.
10.11 Severance: Any provision of this Agreement which is prohibited, unenforceable or invalid in whole or in part is only ineffective to the extent of the prohibition, unenforceability or invalidity, and shall not affect the remaining part of the provision or other provisions of this Agreement, which will continue in full force and effect.
10.12 Governing Law: This Agreement is governed by the laws of the State of New South Wales, Australia, and the Parties submit to the non-exclusive jurisdiction of the Courts of New South Wales, Australia.
10.13 Survival: The following clauses shall survive termination or expiration of this Agreement: 1, 3, 4, 5, 6, 8, 9 and 10.