Prior to terminating this Agreement pursuant to this Clause 12, the Parties agree that they shall discuss and negotiate in good faith all possible and reasonable means to resolve the issues leading up to termination and attempt to resolve such issues expeditiously and in good faith.
Each Party shall keep in strict confidence and not disclose, and shall procure that its related companies, directors and employees keep in strict confidence and shall not disclose, the contents of this Agreement and shall not use any Confidential Information communicated to it by or acquired from the other Party in connection with or pursuant to this Agreement, other than strictly for the purposes of this Agreement and its performance.
The Premier Partner agrees that WEBCC’s entire liability to Premier Partner, and the Premier Partner’s sole remedy, arising out of this Agreement, shall not exceed the amount of fees and/or charges received by WEBCC from the Premier Partner, during six (6) months preceding the date on which the cause of action had arisen under this Agreement.
In no event shall WEBCC be liable for any indirect, incidental or consequential damages or loss of profits or revenues whether foreseeable or not, however caused, arising out of or in connection with the performance or non-performance of this Agreement.
The term “you” and “your” shall refer to the Premier Partner.
The Premier Partner shall, if requested by WEBCC, submit designs of all printed materials using WEBCC’s Trade Marks to WEBCC for approval as to the appearance, manner and the context of the intended use, of WEBCC”s Trade Marks.
The Parties hereby acknowledge and agree that any Intellectual Property Rights owned by one Party shall continue to be owned by such Party, or its third party licensors, as the case may be, and the execution of this Agreement, except as specifically mentioned herein, shall not in any way be construed to have transferred all or any part of such rights to the other Party.
If further lawful performance of this Agreement or any part of it shall be made impossible by the final judgment or final order of any court of competent jurisdiction, commission or government agency or similar authority having jurisdiction over either party, the Parties shall forthwith use their reasonable endeavours to agree amendments to this Agreement so as to comply with such judgment or order.
The Parties hereto agree that the Parties may at any time during the term of this Agreement vary, modify and/or supplement the terms in relation to the Products and Services by way of a Products and Services Order.
The provisions of this Clause shall not apply to Confidential Information which the Party concerned can prove was in its possession on the date of receipt or which becomes public knowledge (except by reason of default of such Party) or which such Party obtains from some other person not obligated under this Agreement and not in confidence and in good faith.