THIS AGREEMENT is made on 28 January 2023

Between

(1)  PARTY_1_NAME whose registered office is at PARTY_1_ADDRESS_SINGLE_LINE (the Seller)

(2) PARTY_2_NAME whose registered office is at PARTY_2_ADDRESS_SINGLE_LINE  (the Buyer)

It is agreed as follows:

1. Definitions

In this Agreement the following terms shall have the following meanings:

Acceptance Tests means the tests referred to in Condition 9 and more particularly described in Attachment G;

Agreement means this Agreement including all Attachments thereto;

Background Intellectual Property means Intellectual Property proprietary to either party and held by it prior to the commencement of this Agreement;

Condition means a term or condition of this Agreement;

Default Rate means the rate which at the relevant time is 5 per cent. per annum above the base lending rate of COUNTRY_OF_DELIVERY’s Bank;

Delivery Programme means the programme for the delivery of the Product set out in Attachment E;

Development means the work to be undertaken by the Seller referred to in Condition 4 hereof;

Intellectual Property means any know-how or confidential information of either party, whether or not produced in writing including, without limitation, discoveries, inventions whether or not patentable, patent applications, developments, technical information, data, knowledge, techniques, processes, systems, formulae, results of experimentation, designs, sketches, methods, ideas, concepts, engineering and manufacturing information, procedures, specifications, diagrams, drawings, schematics, blue prints, part lists, records and relevant material, substances and information;

Place of Delivery means PLACE_DELIVERY;

Product means the product described in Attachment A, to be manufactured by the Seller in accordance with the Specification;

Project Intellectual Property means Intellectual Property which is generated or developed by the Seller for the purpose or within the scope of the Agreement (but excluding Intellectual Property proprietary to each party at the commencement of this Agreement);



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