In this Agreement, unless the context otherwise requires, the following terms shall bear the meanings respectively ascribed to them hereinbelow.

"Agreement" shall mean this Work Contract, together with all recitals, schedules and any written amendments, modifications, supplements or addenda hereto which may from time to time be executed by the duly authorized representatives of the Parties in accordance with the provisions hereof, and shall be construed as a single, integrated legal instrument governing the entirety of the employment relationship between the Parties.

"Confidential Information" shall mean any and all information, data, know-how, trade secrets, business plans, financial information, client and customer lists, pricing, methodologies, software, source code, designs, specifications, processes and any other proprietary or non-public information, whether disclosed orally, visually, in writing or in electronic form, and whether or not expressly marked as confidential, which relates to the business, affairs, operations, personnel, suppliers, customers or prospective customers of the Employer or any of its affiliates.

"Effective Date" shall mean the date first above written, being the date upon which this Agreement shall become operative and binding as between the Parties.

"Intellectual Property Rights" shall mean all intellectual property rights of whatsoever nature, whether registered or unregistered, now existing or hereafter arising anywhere in the world, including without limitation patents, patent applications, copyrights, moral rights, trademarks, service marks, trade names, trade dress, design rights, database rights, rights in know-how, trade secrets, and all applications, registrations, renewals and extensions thereof.

"Normal Working Hours" shall mean the hours of work prescribed by the Employer pursuant to Section 7 of this Agreement, as the same may be varied from time to time in accordance with operational requirements.

"Place of Work" shall mean the premises of the Employer as more particularly described in Section 5 hereof, or such other location or locations as the Employer may from time to time designate in accordance with the terms of this Agreement.

Words importing the singular shall include the plural and vice versa; words importing any gender shall include every gender; and references to persons shall include natural persons, bodies corporate, partnerships and unincorporated associations. The headings used herein are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

The employment of the Employee by the Employer under this Agreement shall commence on [Commencement Date] (the "Commencement Date") and shall continue thereafter on a permanent and indefinite basis, subject only to termination in accordance with the provisions of Sections 13 and 14 of this Agreement.

The Parties hereby expressly acknowledge and agree that no probationary period shall apply to the employment hereunder, and that the Employee shall from the Commencement Date be entitled to and bound by all terms, conditions, rights and obligations set forth in this Agreement in their entirety.

The Employee warrants and represents to the Employer that he/she is under no legal, contractual or other impediment or restriction which would prevent, restrict or otherwise interfere with the proper performance of his/her duties hereunder, and that the entry into and performance of this Agreement shall not constitute a breach of any obligation owed by the Employee to any third party.

The Employee further warrants that all information, documentation, certifications and representations provided to the Employer in connection with his/her application for and acceptance of employment are true, accurate and complete in all material respects, and acknowledges that any material misrepresentation or omission shall constitute grounds for immediate termination of this Agreement without notice or compensation in lieu thereof.

Continuity of employment for the purposes of this Agreement shall commence on the Commencement Date, and no prior period of engagement with the Employer or any affiliated entity shall be deemed to count towards such continuity unless expressly agreed in writing by the Employer.

The employment hereunder shall remain in full force and effect until terminated by either Party in accordance with the terms and conditions set out in this Agreement, or until otherwise terminated by operation of law.

In consideration of the services to be rendered by the Employee hereunder, the Employer shall pay to the Employee a gross salary of [Currency] [Amount] per annum (the "Base Salary"), payable in equal biweekly installments in arrears on or about the [Specified Day] of each pay period.

Payment of the Base Salary shall be effected by direct electronic transfer into a bank account nominated in writing by the Employee, or by such other method as the Employer may from time to time determine, and shall be made in [Currency] unless otherwise agreed in writing between the Parties.

The Base Salary shall be reviewed by the Employer at such intervals and in such manner as the Employer in its sole discretion shall determine, provided that nothing in this Section shall oblige the Employer to grant any increase in remuneration at any time.

The Employee may, at the sole and absolute discretion of the Employer, be eligible for additional remuneration, bonuses, incentives or allowances, the quantum, timing and conditions of which shall be determined by the Employer from time to time, and no such discretionary payment shall give rise to any entitlement, express or implied, to further or recurring payments of a similar nature.

The Employer reserves the right, exercisable in its sole discretion and from time to time, to deduct from the remuneration payable to the Employee any sums owed by the Employee to the Employer, including without limitation overpayments, advances, loans, the cost of damage to or loss of Employer property attributable to the Employee, and any other liquidated sums.

The remuneration payable hereunder shall be inclusive of all compensation to which the Employee may be entitled by virtue of the performance of his/her duties, and the Employee shall not be entitled to any additional payment in respect of overtime, work performed outside Normal Working Hours, or any other services rendered to the Employer, save as expressly provided herein or as required by applicable law.

The Employee shall be solely responsible for ensuring that the bank account nominated for receipt of remuneration is accurate and operational, and the Employer shall not be liable for any delay or failure in payment arising from incorrect or outdated banking details supplied by the Employee.

The Employee is engaged in the position of [Job Title] and shall report directly to [Reporting Manager/Position] or to such other person as the Employer may from time to time designate.

The Employee shall faithfully and diligently perform such duties, functions and responsibilities as are customarily associated with the position described above, together with such additional or ancillary duties as may from time to time be reasonably assigned to him/her by the Employer, whether or not such duties fall within the Employee's original job description.

The Employee shall at all times during the continuance of this Agreement devote the whole of his/her time, attention, skill and ability exclusively to the business and affairs of the Employer, and shall use his/her best endeavours to promote the interests, reputation and goodwill of the Employer.

The Employee shall not, without the prior written consent of the Employer, directly or indirectly engage or be concerned or interested in any other business, trade, profession or occupation, whether as principal, agent, employee, consultant, partner, director, shareholder or otherwise, which could or might interfere with the proper performance of his/her duties hereunder or which could or might give rise to a conflict of interest.

The Employer reserves the right, acting reasonably and in good faith, to modify, expand or vary the duties and responsibilities of the Employee from time to time to meet the changing needs of the business, provided that any such variation shall be commensurate with the Employee's position, skills and experience.

The Employee shall comply with all lawful and reasonable instructions, directions, policies, procedures, rules and regulations issued or adopted by the Employer from time to time, including without limitation those relating to health and safety, information security, equal opportunity and workplace conduct.

The Employee shall promptly disclose to the Employer any information coming to his/her attention which is or may be materially adverse to the interests of the Employer, and shall cooperate fully with any investigation, audit or inquiry conducted by or on behalf of the Employer.

The Employee shall ordinarily perform his/her duties at the premises of the Employer located at [Employer Premises Address], or at such other premises of the Employer as may be designated from time to time.

The Employer reserves the right, in its sole discretion and upon reasonable notice to the Employee, to require the Employee to perform his/her duties at any other premises of the Employer or any affiliate thereof, whether on a temporary or permanent basis, as the operational requirements of the business may dictate.

The Employee shall, when required by the Employer, undertake such business travel, whether domestic or international, as may be necessary or desirable for the proper performance of his/her duties hereunder, and reasonable travel-related expenses properly incurred shall be reimbursed in accordance with the Employer's prevailing expense policy.

The Employee acknowledges and agrees that the Place of Work may be subject to monitoring, surveillance and access control measures implemented by the Employer for legitimate business purposes, including the protection of persons, property and Confidential Information, and consents to such measures to the extent permitted by applicable law.

The Employee shall at all times comply with any site-specific rules, protocols and security arrangements in force at the Place of Work, and shall take all reasonable care in respect of the Employer's premises, equipment and property made available to him/her.

Any relocation of the Place of Work shall not of itself constitute a breach of this Agreement nor entitle the Employee to treat the Agreement as having been constructively terminated, provided that the Employer shall give reasonable prior notice of any such relocation.

The Employee shall at all times during the continuance of this Agreement conduct himself/herself in a manner befitting his/her position and consistent with the dignity, integrity and reputation of the Employer.

The Employee shall act honestly and in good faith in the discharge of his/her duties, shall at all times serve the Employer loyally and faithfully, and shall exercise reasonable skill, care and diligence in the performance of his/her duties.

The Employee shall comply fully with all applicable laws, regulations and professional standards relevant to the performance of his/her duties, and shall observe and uphold all codes of conduct, ethical guidelines and compliance policies adopted by the Employer from time to time.

The Employee shall not, directly or indirectly, solicit, accept or retain any gift, commission, rebate, discount or other benefit of material value from any customer, supplier, contractor or other person having or seeking to have a business relationship with the Employer, save with the prior written consent of the Employer.

The Employee shall promptly disclose to the Employer in writing any actual, potential or perceived conflict of interest between the Employee's personal interests and the interests of the Employer, and shall abstain from participating in any decision or matter in respect of which such conflict exists.

The Employee shall refrain from any conduct, whether within or outside working hours, which might reasonably be expected to bring the Employer into disrepute or to damage the Employer's commercial interests, reputation or goodwill.

The Employee shall not make any public statement, including without limitation any statement on social media, concerning the Employer, its business, personnel, customers or affairs, without the prior written authorization of the Employer.

Any breach of the obligations set forth in this Section shall constitute a material breach of this Agreement and may give rise to disciplinary action up to and including summary dismissal, without prejudice to any other rights or remedies available to the Employer at law or in equity.

The Normal Working Hours of the Employee shall be [Number] hours per week, to be worked during the hours of [Start Time] to [End Time], from [Start Day] to [End Day], inclusive, with a daily unpaid meal break of [Duration] minutes.

The Employee acknowledges and agrees that, by reason of the nature of his/her position and the operational requirements of the Employer, he/she may from time to time be required to work hours additional to the Normal Working Hours, including on evenings, weekends and public holidays, without entitlement to any additional remuneration save as expressly provided herein or as required by applicable law.

The Employer reserves the right to alter the Normal Working Hours and the pattern thereof from time to time in accordance with the operational and business needs of the Employer, upon reasonable prior notice to the Employee.

The Employee shall be punctual in attendance at work and shall promptly notify the Employer in the event of any anticipated absence, lateness or early departure, giving such reasons therefor as the Employer may reasonably require.

The Employee shall record his/her working hours in such manner and by such means as the Employer may from time to time prescribe, and shall certify the accuracy of such records when called upon to do so.

Any time off in lieu of additional hours worked shall be granted only at the discretion of the Employer and in accordance with any policy adopted by the Employer for such purpose.

The Employee acknowledges that in the course of his/her employment he/she will have access to Confidential Information, the unauthorized use or disclosure of which would cause serious and irreparable harm to the Employer, and that the Employer has a legitimate proprietary interest in protecting such Confidential Information.

The Employee covenants and undertakes that, both during the continuance of this Agreement and at all times thereafter without limit in time, he/she shall not, save in the proper performance of his/her duties or with the prior written consent of the Employer, directly or indirectly use, disclose, divulge, publish, communicate or exploit any Confidential Information for his/her own benefit or for the benefit of any third party.

The Employee shall take all reasonable precautions to preserve the confidentiality and security of Confidential Information in his/her possession or control, including compliance with all information security policies, procedures and protocols adopted by the Employer from time to time.

The obligations of confidentiality set forth in this Section shall not apply to information which (i) is or becomes publicly available otherwise than by reason of a breach by the Employee of this Agreement; (ii) was lawfully in the Employee's possession prior to disclosure by the Employer and free from any obligation of confidence; or (iii) is required to be disclosed by law, regulation or order of a competent court or regulatory authority, provided that the Employee shall, to the extent lawful, give the Employer prompt prior notice of such required disclosure.

The Employee shall promptly notify the Employer in writing of any actual or suspected unauthorized use, disclosure or loss of Confidential Information coming to his/her attention, and shall provide all reasonable assistance to the Employer in investigating and remedying the same.

The Employee acknowledges that the obligations contained in this Section shall survive the termination of this Agreement, howsoever arising, and shall be enforceable by the Employer by way of injunctive or other equitable relief, without prejudice to any other remedies available at law.

Upon termination of this Agreement or at any time upon the request of the Employer, the Employee shall immediately deliver up to the Employer all documents, records, materials and copies thereof containing or embodying Confidential Information, in whatever form held.

The Employer shall deduct from the remuneration payable to the Employee all income taxes, social security contributions, pension contributions and any other sums which the Employer is required by law to deduct and remit to any competent authority.

The Employee hereby irrevocably authorizes the Employer to deduct from any sums due to the Employee under this Agreement, including without limitation remuneration, bonuses, allowances and any termination payments, any sums owed by the Employee to the Employer or lawfully recoverable from him/her, including without limitation overpayments, advances, loans, training costs and the value of any Employer property lost or damaged by reason of the Employee's negligence or wilful misconduct.

The Employee shall be solely responsible for the discharge of all personal tax liabilities arising in respect of remuneration or benefits received hereunder, save for such sums as the Employer is required by law to withhold and remit on his/her behalf.

The Employee shall promptly provide to the Employer any information, documentation or declarations reasonably required for the purposes of calculating and remitting statutory deductions, and shall notify the Employer without delay of any change in circumstances affecting such calculations.

In the event that the Employer becomes liable for any additional tax, penalty, interest or other charge by reason of any inaccurate or incomplete information supplied by the Employee, the Employee shall indemnify and hold the Employer harmless in respect thereof.

Any payment made to the Employee hereunder shall be made net of all deductions required or permitted by this Section, and the Employer's obligation to pay shall be discharged by payment of such net amount.

The Employee shall be entitled to paid annual leave of [Number] working days per completed year of service, to be taken at such times as shall be mutually convenient to the Parties and subject to the prior written approval of the Employer.

Requests for annual leave shall be submitted to the Employer not less than [Number] days prior to the proposed commencement of such leave, and the Employer reserves the right, acting reasonably, to refuse or defer any requested leave on operational grounds.

The Employee shall be entitled to paid sick leave in accordance with the policies of the Employer in force from time to time and subject to such minimum entitlements as may be prescribed by applicable law. The Employee shall notify the Employer of any absence on grounds of illness as soon as reasonably practicable and shall produce such medical certificates or evidence as the Employer may require.

The Employee shall be entitled to such other forms of leave, including without limitation parental leave, bereavement leave and leave for public duties, as may be required by applicable law or granted at the discretion of the Employer in accordance with its prevailing policies.

Annual leave not taken within the year in which it accrues may be carried forward only to the extent expressly permitted by the Employer's leave policy or as required by applicable law, and any accrued but untaken leave in excess of such limit shall be forfeited without compensation.

Upon termination of employment, the Employee shall be entitled to payment in lieu of any accrued but untaken annual leave, calculated on a pro rata basis, provided that the Employer may, in its discretion, require the Employee to take any such accrued leave during the applicable notice period.

Should the Employee have taken leave in excess of his/her accrued entitlement as at the date of termination, the Employer shall be entitled to recover the value of such excess leave by way of deduction from any sums payable to the Employee.

The Employee hereby irrevocably and unconditionally assigns to the Employer, with full title guarantee and free from all encumbrances, all right, title and interest, including all Intellectual Property Rights, in and to any and all works, inventions, discoveries, designs, developments, improvements, materials, software, data, documentation and other creations of whatsoever nature made, conceived, developed, reduced to practice or otherwise created by the Employee, whether solely or jointly with others, in the course of his/her employment or arising from or relating to the business of the Employer (collectively, the "Work Product").

The assignment set forth above shall operate as a present assignment of all existing and future Intellectual Property Rights in the Work Product, taking effect upon the creation thereof, and the Employer shall be the sole and exclusive owner of all such rights throughout the world and for the full duration thereof, including all renewals, revivals and extensions.

The Employee hereby irrevocably waives, to the fullest extent permitted by applicable law, all moral rights and analogous rights in and to the Work Product which may vest in him/her, and consents to any act or omission by the Employer or its licensees which would otherwise infringe such rights.

The Employee shall promptly disclose to the Employer the creation of any Work Product and shall, at the Employer's request and expense, execute all such documents and do all such acts and things as the Employer may reasonably require to vest, perfect, protect or enforce the Employer's rights in and to the Work Product, including the filing and prosecution of applications for registration of Intellectual Property Rights.

The Employee hereby irrevocably appoints the Employer as his/her attorney-in-fact, with full power of substitution, to execute any document and to do any act or thing in the Employee's name and on his/her behalf for the purposes contemplated by this Section, in the event that the Employee fails or refuses to do so within a reasonable time of being requested.

The Employee warrants that any Work Product created by him/her shall be original and shall not infringe the Intellectual Property Rights of any third party, and shall indemnify and hold the Employer harmless from and against any claim, loss, liability or expense arising from any breach of this warranty.

The consideration for the assignment of Intellectual Property Rights hereunder shall be deemed to be included within the remuneration payable to the Employee under this Agreement, and the Employee shall have no claim to any further compensation in respect thereof.

All property of the Employer, including without limitation computers, mobile devices, keys, access cards, documents, files, records, correspondence, data, software, manuals and any other items (whether in physical or electronic form) provided to or otherwise coming into the possession of the Employee in connection with his/her employment, shall at all times remain the sole and exclusive property of the Employer.

The Employee shall take all reasonable care of all Employer property in his/her possession or control, shall use the same solely for the purposes of the Employer's business, and shall not permit any unauthorized third party to have access thereto.

The Employee shall promptly notify the Employer of any loss, theft, damage or malfunction of Employer property, and shall be liable to the Employer for any loss or damage attributable to his/her negligence or wilful misconduct.

Upon termination of this Agreement for any reason, or at any earlier time upon the request of the Employer, the Employee shall forthwith deliver up to the Employer all property of the Employer in his/her possession or control, together with all copies and extracts thereof in whatever form held, and shall not retain any copies or reproductions thereof.

The Employee shall, if so requested by the Employer, provide written confirmation that he/she has complied in full with his/her obligations under this Section.

The Employer shall be entitled to withhold any sums otherwise payable to the Employee pending the return of all Employer property, and to recover from the Employee the cost of any property not so returned.

This Agreement may be terminated by the Employer, forthwith and without notice or payment in lieu thereof, in the event that the Employee: (i) commits a material or persistent breach of any of his/her obligations under this Agreement; (ii) is guilty of gross misconduct, dishonesty, fraud or any serious act of insubordination; (iii) is convicted of any criminal offence (other than a minor road traffic offence) which, in the reasonable opinion of the Employer, affects his/her ability to perform his/her duties or brings the Employer into disrepute; (iv) becomes bankrupt or enters into any arrangement with his/her creditors; or (v) is unable by reason of illness, injury or incapacity to perform his/her duties for a continuous period exceeding [Number] weeks or for an aggregate period exceeding [Number] weeks in any twelve-month period.

Without prejudice to the right of summary termination set forth above, either Party may terminate this Agreement by giving to the other Party written notice in accordance with Section 14 hereof.

The Employer may, at its sole discretion, terminate the employment of the Employee on grounds of redundancy or restructuring, subject to compliance with any applicable statutory requirements.

Termination of this Agreement, howsoever occurring, shall be without prejudice to any rights or remedies accrued to either Party in respect of any antecedent breach of this Agreement by the other Party.

Upon termination of this Agreement, the Employee shall cease forthwith to represent himself/herself as being in any way connected with the Employer, and shall cooperate fully with the Employer in the orderly handover of his/her duties, responsibilities and work in progress.

The Employer may, in connection with any termination, require the Employee to take garden leave during all or any part of the notice period, during which time the Employee shall remain an employee bound by all obligations hereunder but shall not be required or permitted to attend the Place of Work or perform any duties, and the Employer may at its discretion exclude the Employee from any premises, require the return of all property, and restrict access to systems and information.

Save in the case of summary termination pursuant to Section 13, this Agreement may be terminated by either Party giving to the other not less than two (2) weeks' prior written notice.

The Employer may, in its sole and absolute discretion, elect to terminate the employment of the Employee with immediate effect in lieu of giving notice, by paying to the Employee a sum equal to the Base Salary which would otherwise have been payable in respect of the notice period or any unexpired portion thereof.

Any payment made in lieu of notice pursuant to this Section shall be in full and final satisfaction of any entitlement of the Employee in respect of the notice period, and the Employee shall have no further claim against the Employer in respect of such period save as expressly provided herein.

During any notice period, whether given by the Employer or by the Employee, the Employee shall continue to be bound by all obligations under this Agreement and shall diligently perform such duties and comply with such lawful directions as the Employer may require, including without limitation handover duties.

In the event that the Employee fails to give or to work the full notice period required under this Agreement, the Employer shall be entitled, without prejudice to any other rights or remedies, to recover from the Employee by way of deduction from any sums otherwise payable, or as a debt, a sum equivalent to the Base Salary that would have been payable to the Employee in respect of the unworked portion of the notice period.

The Employer reserves the right at any time during the notice period to require the Employee to take garden leave in accordance with Section 13 hereof.

The Employee acknowledges that, by reason of his/her employment, he/she will acquire knowledge of Confidential Information and will develop relationships with customers, suppliers and employees of the Employer, and that the Employer has a legitimate interest in protecting its business and goodwill following the termination of this Agreement.

The Employee covenants and undertakes that, for a period of [Number] months following the termination of this Agreement, howsoever arising, he/she shall not, whether directly or indirectly, on his/her own behalf or on behalf of any third party, solicit, canvass or endeavour to entice away from the Employer any person who, at any time during the twelve (12) months preceding the date of termination, was a customer or client of the Employer with whom the Employee had material dealings.

The Employee further covenants and undertakes that, for the period specified in the preceding clause, he/she shall not, directly or indirectly, solicit for employment, engage or endeavour to entice away from the Employer any person who was, at the date of termination or at any time during the six (6) months preceding such date, employed or engaged by the Employer in a senior, managerial, technical or professional capacity.

The Employee further covenants and undertakes that, for a period of [Number] months following the termination of this Agreement, he/she shall not, directly or indirectly, be engaged, concerned or interested in any business which competes with any business carried on by the Employer at the date of termination and in which the Employee was materially involved during the twelve (12) months preceding such date, within the geographical area in which the Employer conducts such business.

The obligations of confidentiality set forth in Section 8 hereof, and the Employer's rights in and to the Intellectual Property Rights contemplated by Section 11 hereof, shall continue in full force and effect notwithstanding the termination of this Agreement.

The Employee acknowledges and agrees that the restrictions set forth in this Section are reasonable in scope, duration and extent, and are no more than is necessary for the protection of the legitimate business interests of the Employer. If any such restriction is held by a court of competent jurisdiction to be unenforceable by reason of its extent, duration, geographical scope or otherwise, such restriction shall apply with such modification as may be necessary to render it enforceable, and the remainder of the restrictions shall remain in full force and effect.

The Employee acknowledges that any breach of the covenants set forth in this Section would cause irreparable harm to the Employer for which damages would not be an adequate remedy, and that the Employer shall be entitled to seek injunctive and other equitable relief in respect of any actual or threatened breach, without prejudice to any other rights or remedies available at law.

This Agreement, and all matters arising out of or in connection with it, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of [Country/Jurisdiction], without regard to its conflict of laws principles.

The Parties shall endeavour in good faith to resolve amicably any dispute, controversy or claim arising out of or in connection with this Agreement through consultation and negotiation between the Parties or their duly authorized representatives.

In the event that any such dispute is not resolved by negotiation within [Number] days of written notice of the dispute being given by one Party to the other, the Parties shall endeavour to settle the dispute by mediation administered in accordance with the mediation rules of [Mediation Body], provided that this clause shall not prevent either Party from seeking urgent injunctive or other equitable relief at any time.

Any dispute not resolved by negotiation or mediation within a reasonable time shall be submitted to the exclusive jurisdiction of the competent courts of [City/Jurisdiction], to which jurisdiction the Parties hereby irrevocably submit.

Notwithstanding the foregoing, the Employer shall be entitled to institute proceedings in any court of competent jurisdiction for the purpose of enforcing its rights in respect of Confidential Information, Intellectual Property Rights or the post-termination obligations contained herein, or for the purpose of obtaining injunctive or other equitable relief.

Each Party shall bear its own costs in relation to any dispute resolution process, save that the prevailing Party in any judicial proceeding shall be entitled to recover its reasonable legal costs from the other Party, to the extent permitted by applicable law.

Any notice, demand or other communication required or permitted to be given under this Agreement shall be in writing, in the English language, and shall be delivered by hand, by registered post with acknowledgement of receipt, by internationally recognized courier service, or by electronic mail to the address or electronic mail address of the recipient Party set out below (or such other address or electronic mail address as such Party may have notified to the other in writing).

Notices to the Employer shall be addressed to: [Employer Name], [Employer Address], marked for the attention of [Designated Officer], with a copy by electronic mail to [Employer Email Address].

Notices to the Employee shall be addressed to the home address of the Employee last notified in writing to the Employer, with a copy to his/her personal electronic mail address if so notified.

A notice shall be deemed to have been received: (i) if delivered by hand, at the time of delivery; (ii) if sent by registered post, on the second business day following the date of posting; (iii) if sent by courier, on the date of signature of the courier's delivery receipt; and (iv) if sent by electronic mail, on the first business day following the date of transmission, provided no delivery failure notification is received by the sender.

Each Party shall notify the other promptly in writing of any change in its address or electronic mail address for the purposes of this Section.

Service of any proceedings or other documents in any legal action shall be effected in accordance with the applicable rules of procedure, and nothing in this Section shall affect such service.

This Agreement, together with any documents expressly referred to herein, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes and extinguishes all prior agreements, representations, warranties, understandings and arrangements, whether oral or written, between the Parties relating thereto.

Each Party acknowledges that in entering into this Agreement it has not relied upon any statement, representation, warranty or assurance (whether made negligently or innocently) other than those expressly set out in this Agreement, and waives all rights and remedies which, but for this clause, might otherwise be available to it in respect of any such statement, representation, warranty or assurance (save in the case of fraud).

No variation, amendment, modification or supplement to this Agreement shall be effective unless made in writing and signed by or on behalf of each of the Parties.

No waiver by either Party of any breach of this Agreement by the other Party shall be considered as a waiver of any subsequent breach of the same or any other provision, and no failure or delay by either Party in exercising any right or remedy under this Agreement shall operate as a waiver thereof.

If any provision of this Agreement is held by any court or other competent authority to be invalid, illegal or unenforceable, in whole or in part, such provision shall, to the extent of such invalidity, illegality or unenforceability, be deemed severed from this Agreement, and the remaining provisions shall continue in full force and effect.

The Parties shall, in the event of any provision being severed as aforesaid, negotiate in good faith to replace the severed provision with a valid, legal and enforceable provision which, as closely as possible, gives effect to their original commercial intent.

The Employee shall not assign, transfer, charge, subcontract or otherwise dispose of any of his/her rights or obligations under this Agreement. The Employer may at any time assign, transfer or novate any of its rights or obligations under this Agreement to any affiliate or to any successor in business.

Nothing in this Agreement shall confer or purport to confer on any third party any benefit or right to enforce any term of this Agreement.

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all counterparts together shall constitute one and the same instrument.