JURISDICTION.
12.8
FORCE MAJEURE.
IN THIS AGREEMENT, "FORCE
MAJEURE" MEANS AN EVENT WHICH IS BEYOND A NON-PERFORMING PARTY'S REASONABLE
CONTROL, INCLUDING AN ACT OF GOD, ACT OF THE OTHER PARTY, STRIKE, LOCK-OUT OR
OTHER INDUSTRIAL/LABOUR DISPUTES (WHETHER INVOLVING THE WORKFORCE OF THE PARTY
SO PREVENTED OR OF ANY THIRD PARTY), WAR, RIOT, CIVIL COMMOTION, TERRORIST ACT,
MALICIOUS DAMAGE, EPIDEMIC, QUARANTINE, FIRE, FLOOD, STORM, NATURAL DISASTER OR
COMPLIANCE WITH ANY LAW OR GOVERNMENTAL ORDER, RULE, REGULATION OR DIRECTION
(INCLUDING CHANGES IN THE REQUIREMENTS OF THE HEALTH AUTHORITIES), WHETHER OR
NOT IT IS LATER HELD TO BE INVALID.
THE NON-PERFORMING PARTY (THE "FORCE MAJEURE PARTY") SHALL, WITHIN THIRTY (30)
DAYS OF THE OCCURRENCE OF A FORCE MAJEURE EVENT, GIVE NOTICE IN WRITING TO THE
OTHER PARTY SPECIFYING THE NATURE AND EXTENT OF THE EVENT OF FORCE MAJEURE, ITS
ANTICIPATED DURATION AND ANY ACTION BEING TAKEN TO AVOID OR MINIMIZE ITS
EFFECT.
SUBJECT TO PROVIDING SUCH NOTICE THE FORCE MAJEURE PARTY SHALL NOT BE
LIABLE FOR DELAY IN PERFORMANCE OR FOR NON-PERFORMANCE OF THOSE OBLIGATIONS
UNDER THIS AGREEMENT AFFECTED BY THE EVENT OF FORCE MAJEURE, IN WHOLE OR IN
PART, NOR SHALL THE OTHER PARTY HAVE THE RIGHT TO TERMINATE THIS AGREEMENT,
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, WHERE NON-PERFORMANCE OR DELAY
IN PERFORMANCE HAS RESULTED FROM AN EVENT OF FORCE MAJEURE.
THE SUSPENSION OF
PERFORMANCE ALLOWED HEREUNDER SHALL BE OF NO GREATER SCOPE AND NO LONGER
DURATION THAN IS REASONABLY REQUIRED.
The Force Majeure Party shall use reasonable endeavours, without being obligated
to incur any expenditure or cost, to (a) bring the Force Majeure event to a
close or (b) find a solution by which the Agreement may be performed despite the
continuation of the event of Force Majeure.
12.9
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
12.10
ENTIRE AGREEMENT.
THIS AGREEMENT SET FORTH ALL THE
COVENANTS, PROMISES, AGREEMENTS, WARRANTIES, REPRESENTATIONS, CONDITIONS AND
UNDERSTANDINGS BETWEEN THE PARTIES HERETO AND SUPERSEDES AND TERMINATES ALL
PRIOR AGREEMENTS AND UNDERSTANDING BETWEEN THE PARTIES.
THERE ARE NO COVENANTS,
PROMISES, AGREEMENTS, WARRANTIES, REPRESENTATIONS, CONDITIONS OR UNDERSTANDINGS,
EITHER ORAL OR WRITTEN, BETWEEN THE PARTIES OTHER THAN AS SET FORTH HEREIN.
NO
SUBSEQUENT ALTERATION, AMENDMENT, CHANGE OR ADDITION TO THIS AGREEMENT SHALL BE
BINDING UPON THE PARTIES HERETO UNLESS REDUCED TO WRITING AND SIGNED BY THE
RESPECTIVE AUTHORIZED OFFICERS OF THE PARTIES.
12.11
INDEPENDENT CONTRACTORS.
NOTHING HEREIN SHALL BE
CONSTRUED TO CREATE ANY RELATIONSHIP OF EMPLOYER AND EMPLOYEE, AGENT AND
PRINCIPAL, PARTNERSHIP OR JOINT VENTURE BETWEEN THE PARTIES.
EACH PARTY IS AN
INDEPENDENT CONTRACTOR.
NEITHER PARTY SHALL ASSUME, EITHER DIRECTLY OR
INDIRECTLY, ANY LIABILITY OF OR FOR THE OTHER PARTY.
NEITHER PARTY SHALL HAVE
THE AUTHORITY TO BIND OR OBLIGATE THE OTHER PARTY AND NEITHER PARTY SHALL
REPRESENT THAT IT HAS SUCH AUTHORITY.
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12.12
NON-IMPORTATION.
FOR THE AVOIDANCE OF DOUBT, THE
PARTIES AGREE THAT NONE OF THE MILESTONES OR ROYALTIES PAYABLE ARE