Disputes and Governing Law. (a) If a dispute cannot be resolved to both Parties’ mutual satisfaction, after good faith negotiations, within ninety (90) calendar days from the date the written claim is received by the other Party, or such additional time as the Parties agree upon, in writing, such dispute shall be settled as follows: (i) where the Seller is a UK entity the Parties irrevocably agree that the dispute shall be submitted to the courts of England and Wales which shall have exclusive jurisdiction, unless the Buyer notifies the Seller in writing that it opts for arbitration in accordance with the following provision; (ii) where the Seller is not a UK entity or where the Buyer has opted for arbitration in accordance with the foregoing provision, the dispute shall be settled in London by binding arbitration in the English language in accordance with the Rules of the London Court of International Arbitration (“LCIA”), which Rules are deemed to be incorporated by reference into this Section. The number of arbitrators shall be one (1) unless the Buyer deems that the dispute is a complex matter and notifies the Seller in writing that the number shall be three (3). Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The Arbitrator(s) award may include compensatory damages against either Party. Under no circumstances will the Arbitrator(s) be authorised to, nor shall they award punitive damages or multiple damages against either Party. The Arbitrator(s) shall have the authority but not the obligation to award the costs of arbitration and reasonable legal fees to the prevailing Party; however, if the Arbitrator(s) do not award such costs and fees, each Party will be responsible for its costs incurred in arbitration except that the costs and fees imposed by the Arbitrator(s) for their expenses shall be borne equally by the Parties. (b) Notwithstanding the foregoing, Seller acknowledges that money damages may not be an adequate remedy for breach of Section 9 and 16 of this Purchase Order, and Xxxxxx agrees that Buyer shall be entitled to seek injunctive relief, should Buyer allege that damages are not an adequate remedy for breach of such Sections, and only as necessary to preserve the rights of Buyer pending final resolution of the matter by way of arbitration as set forth in (a) above. (c) Pending resolution or settlement of any dispute arising under this Purchase Order, Seller will proceed diligently as directed by Xxxxx with the performance of this Purchase Order. Irrespective of the place of performance, this Purchase Order and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed and construed in accordance with the laws of England and Wales. The provisions of the “United Nations Convention on Contracts for International Sale of Goods” shall not apply to this Purchase Order, including any amendments or changes to this Purchase Order. (d) This Purchase Order constitutes the commercial activities of Seller. Seller hereby waives any sovereign immunity or other immunity from legal proceedings to enforce or collect upon an arbitral award rendered pursuant to this Section 7.
Appears in 2 contracts
Disputes and Governing Law. (a) If a dispute cannot be resolved to both Parties’ mutual satisfaction, after good faith negotiations, within ninety (90) calendar days from the date the written claim is received by the other Party, or such additional time as the Parties agree upon, in writing, such dispute shall be settled as follows:
(i) where the Seller is a UK entity the Parties irrevocably agree that the dispute shall be submitted to the courts of England and Wales which shall have exclusive jurisdiction, unless the Buyer notifies the Seller in writing that it opts for arbitration in accordance with the following provision; (ii) where the Seller is not a UK entity or where the Buyer has opted for arbitration in accordance with the foregoing provision, the dispute shall be settled in London by binding arbitration in the English language in accordance with the Rules of the London Court of International Arbitration (“LCIA”), which Rules are deemed to be incorporated by reference into this Section. The number of arbitrators shall be one (1) unless the Buyer deems that the dispute is a complex matter and notifies the Seller in writing that the number shall be three (3). Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The Arbitrator(s) award may include compensatory damages against either Party. Under no circumstances will the Arbitrator(s) be authorised to, nor shall they award punitive damages or multiple damages against either Party. The Arbitrator(s) shall have the authority but not the obligation to award the costs of arbitration and reasonable legal fees to the prevailing Party; however, if the Arbitrator(s) do not award such costs and fees, each Party will be responsible for its costs incurred in arbitration except that the costs and fees imposed by the Arbitrator(s) for their expenses shall be borne equally by the Parties.
(b) Notwithstanding the foregoing, Seller acknowledges that money damages may not be an adequate remedy for breach of Section 9 and 16 of this Purchase Order, and Xxxxxx agrees that Buyer shall be entitled to seek injunctive relief, should Buyer allege that damages are not an adequate remedy for breach of such Sections, and only as necessary to preserve the rights of Buyer pending final resolution of the matter by way of arbitration as set forth in (a) above.
(c) Pending resolution or settlement of any dispute arising under this Purchase Order, Seller will proceed diligently as directed by Xxxxx with the performance of this Purchase Order. Irrespective of the place of performance, this Purchase Order and any dispute or claim arising out of or in connection with it or its subject matter or formation This Agreement shall be governed by and construed in accordance with English Law and subject to the laws exclusive jurisdiction of England and Walesthe English Courts. If any dispute arises out of this Agreement the parties will attempt to settle it by mediation in accordance with Centre for Dispute Resolutions (“CEDR”) Model Mediation Procedures. To initiate a mediation a party must give notice in writing (“ADR Notice”) to the other party to the dispute requesting mediation. If there is any point on the conduct of the mediation upon which the parties cannot agree within fourteen (14) days from the date of the ADR Notice, CEDR will, at the request of any party, decide that point for the parties having consulted with them. The provisions mediation will start not later that twenty eight (28) days after the date of the ADR Notice. The commencement of a mediation will not prevent the parties commencing or continuing Court or where appropriate Copyright Tribunal proceedings nor will it prevent CLA exercising its rights under the Agreement generally and under clause 13 particularly. “United Nations Convention Categories of Excluded Material” which may not be copied under the Licence are works within the following categories:
1. Printed music (including the words);
2. Maps, charts;
3. Newspapers;
4. Workbooks, workcard and assignment sheets;
5. any work on Contracts which the copyright owner has expressly and prominently stipulated that it may not be copied under a CLA Licence. Staff and students of this [University] [Institution] are reminded that copyright subsists in this extract and the work from which it was taken. This Digital Copy has been made under the terms of a CLA licence which allows you to: • access and download a copy; • print out a copy; This Digital Copy and any digital or printed copy supplied to or made by you under the terms of this Licence are for International Sale use in connection with this Course of Goods” Study. You may retain such copies after the end of the course, but strictly for your own personal use. All copies (including electronic copies) shall not apply to include this Purchase OrderCopyright Notice and shall be destroyed and/or deleted if and when required by [Institution]. Except as provided for by copyright law, no further copying, storage or distribution (including any amendments by e-mail) is permitted without the consent of the copyright holder. The author (which term includes artists and other visual creators) has moral rights in the work and neither staff nor students may cause, or changes to this Purchase Order.
(d) This Purchase Order constitutes permit, the commercial activities of Seller. Seller hereby waives any sovereign immunity distortion, mutilation or other immunity from legal proceedings modification of the work, or any other derogatory treatment of it, which would be prejudicial to enforce the honour or collect upon an arbitral award rendered pursuant reputation of the author. Course of Study Title Name of Author Name of Publisher
1. The following statement will appear as part of any electronically distributed Commercial Copy: “The following item is a copyright work which has been supplied by [Licensee] and transmitted by electronic means.The following are NOT permitted, unless you have the permission of the copyright owner or of The Copyright LicensingAgency Ltd or save as permitted by statute:
a) printing more than a single paper copy, which itself may not be further copied;
b) retransmitting the article to anybody else, other than to enable a single paper copy to be printed out by or for the individual who originally requested the item;
c) electronically storing any copy of the article.”
2. The following statement will appear as part of any Commercial Copy distributed in printed form: “The contents of this Section 7document are copyright works and unless you have the permission of the copyright owner or ofThe Copyright Licensing Agency Ltd or save as may be permitted by statute may not be copied (including storage in any electronic medium) or otherwise reproduced (even for internal purposes) or resold.” AS WITNESS the hands for and on behalf of the parties hereto the day and year first above written Signed for and on behalf of The Copyright Licensing Agency Limited
Appears in 2 contracts
Disputes and Governing Law. (a) If a dispute cannot be resolved to both Parties’ mutual satisfaction, after good faith negotiations, within ninety (90) calendar days from the date the written claim is received by the other Party, or such additional time as the Parties agree upon, in writing, such dispute shall be settled as follows:
(i) where the Seller is a UK entity the Parties irrevocably agree that the dispute shall be submitted to the courts of England and Wales which shall have exclusive jurisdiction, unless the Buyer notifies the Seller in writing that it opts for arbitration in accordance with the following provision; (ii) where the Seller is not a UK entity or where the Buyer has opted for arbitration in accordance with the foregoing provision, the dispute shall be settled in London by binding arbitration in the English language in accordance with the Rules of the London Court of International Arbitration (“LCIA”), which Rules are deemed to be incorporated by reference into this Section. The number of arbitrators shall be one (1) unless the Buyer deems that the dispute is a complex matter and notifies the Seller in writing that the number shall be three (3). Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The Arbitrator(s) award may include compensatory damages against either Party. Under no circumstances will the Arbitrator(s) be authorised to, nor shall they award punitive damages or multiple damages against either Party. The Arbitrator(s) shall have the authority but not the obligation to award the costs of arbitration and reasonable legal fees to the prevailing Party; however, if the Arbitrator(s) do not award such costs and fees, each Party will be responsible for its costs incurred in arbitration except that the costs and fees imposed by the Arbitrator(s) for their expenses shall be borne equally by the Parties.
(b) Notwithstanding the foregoing, Seller acknowledges that money damages may not be an adequate remedy for breach of Section 9 and 16 of this Purchase Order, and Xxxxxx agrees that Buyer shall be entitled to seek injunctive relief, should Buyer allege that damages are not an adequate remedy for breach of such Sections, and only as necessary to preserve the rights of Buyer pending final resolution of the matter by way of arbitration as set forth in (a) above.
(c) Pending resolution or settlement of any dispute arising under this Purchase Order, Seller will proceed diligently as directed by Xxxxx with the performance of this Purchase Order. Irrespective of the place of performance, this Purchase Order and any dispute or claim arising out of or in connection with it or its subject matter or formation HE_20240523 This Agreement shall be governed by and construed in accordance with English Law and subject to the laws exclusive jurisdiction of England and Walesthe English Courts. If any dispute arises out of this Agreement the parties will attempt to settle it by mediation in accordance with Centre for Dispute Resolutions (“CEDR”) Model Mediation Procedures. To initiate a mediation a party must give notice in writing (“ADR Notice”) to the other party to the dispute requesting mediation. If there is any point on the conduct of the mediation upon which the parties cannot agree within fourteen (14) days from the date of the ADR Notice, CEDR will, at the request of any party, decide that point for the parties having consulted with them. The provisions mediation will start not later than twenty-eight (28) days after the date of the ADR Notice. The commencement of a mediation will not prevent the parties commencing or continuing Court or where appropriate Copyright Tribunal proceedings nor will it prevent CLA exercising its rights under the Agreement generally and under clause 11 particularly. Categories of Excluded Material “United Nations Convention Categories of Excluded Material” which may not be copied under the Licence are works within the following categories:
1. printed music (including the words);
2. maps, charts;
3. newspaper content in both print and digital format, except titles represented by Knowledge Bylanes and Syndigate, details of which are available on Contracts for International Sale of Goods” shall CLA’s website or other electronic means controlled by CLA;
4. workbooks, workcards and assignment sheets;
5. any work on which the copyright owner has expressly and prominently stipulated that it may not apply to this Purchase Order, including any amendments or changes to this Purchase Orderbe copied under a CLA Licence.
(di) This Purchase Order constitutes access and download a copy;
ii) print out a copy;
1. The following statement will appear as part of any electronically distributed Commercial Copy:
a) printing more than a single paper copy, which itself may not be further copied;
b) retransmitting the commercial activities article to anybody else, other than to enable a single paper copy to be printed out by or for the individual who originally requested the item;
c) electronically storing any copy of Sellerthe article.”
2. Seller hereby waives The following statement will appear as part of any sovereign immunity or other immunity from legal proceedings to enforce or collect upon an arbitral award rendered pursuant to this Section 7.Commercial Copy distributed in printed form:
Appears in 1 contract
Samples: Higher Education Licence
Disputes and Governing Law. (a) If a dispute cannot be resolved to both Parties’ mutual satisfaction, after good faith negotiations, within ninety (90) calendar days from the date the written claim is received by the other Party, or such additional time as the Parties agree upon, in writing, such dispute shall be settled as follows:
(i) where the Seller is a UK entity the Parties irrevocably agree that the dispute shall be submitted to the courts of England and Wales which shall have exclusive jurisdiction, unless the Buyer notifies the Seller in writing that it opts for arbitration in accordance with the following provision; (ii) where the Seller is not a UK entity or where the Buyer has opted for arbitration in accordance with the foregoing provision, the dispute shall be settled in London by binding arbitration in the English language in accordance with the Rules of the London Court of International Arbitration (“LCIA”), which Rules are deemed to be incorporated by reference into this Section. The number of arbitrators shall be one (1) unless the Buyer deems that the dispute is a complex matter and notifies the Seller in writing that the number shall be three (3). Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The Arbitrator(s) award may include compensatory damages against either Party. Under no circumstances will the Arbitrator(s) be authorised to, nor shall they award punitive damages or multiple damages against either Party. The Arbitrator(s) shall have the authority but not the obligation to award the costs of arbitration and reasonable legal fees to the prevailing Party; however, if the Arbitrator(s) do not award such costs and fees, each Party will be responsible for its costs incurred in arbitration except that the costs and fees imposed by the Arbitrator(s) for their expenses shall be borne equally by the Parties.
(b) Notwithstanding the foregoing, Seller acknowledges that money damages may not be an adequate remedy for breach of Section 9 and 16 of this Purchase Order, and Xxxxxx agrees that Buyer shall be entitled to seek injunctive relief, should Buyer allege that damages are not an adequate remedy for breach of such Sections, and only as necessary to preserve the rights of Buyer pending final resolution of the matter by way of arbitration as set forth in (a) above.
(c) Pending resolution or settlement of any dispute arising under this Purchase Order, Seller will proceed diligently as directed by Xxxxx with the performance of this Purchase Order. Irrespective of the place of performance, this Purchase Order and any dispute or claim arising out of or in connection with it or its subject matter or formation HE_20240104 This Agreement shall be governed by and construed in accordance with English Law and subject to the laws exclusive jurisdiction of England and Walesthe English Courts. If any dispute arises out of this Agreement the parties will attempt to settle it by mediation in accordance with Centre for Dispute Resolutions (“CEDR”) Model MediationProcedures. To initiate a mediation a party must give notice in writing (“ADR Notice”) to the other party to the dispute requesting mediation. If there is any point on the conduct of the mediation upon which the parties cannot agree within fourteen (14) days from the date of the ADR Notice, CEDR will, at the request of any party, decide that point for the parties having consulted with them. The provisions mediation will start not later than twenty eight (28) days after the date of the ADR Notice. The commencement of a mediation will not prevent the parties commencing or continuing Court or where appropriate Copyright Tribunal proceedings nor will it prevent CLA exercising its rights under the Agreement generally and under clause 11 particularly. Categories of Excluded Material “United Nations Convention Categories of Excluded Material” which may not be copied under the Licence are works within the following categories:
1. printed music (including the words);
2. maps, charts;
3. Newspaper content in both print and digital format, except titles represented by Knowledge Bylanes and Syndigate, details of which are available on Contracts for International Sale of Goods” shall CLA’s website or other electronic means controlled by CLA;
4. workbooks, workcards and assignment sheets;
5. any work on which the copyright owner has expressly and prominently stipulated that it may not apply to this Purchase Order, including any amendments or changes to this Purchase Orderbe copied under a CLA Licence.
(di) This Purchase Order constitutes access and download a copy;
ii) print out a copy; SCHEDULE 3
1. The following statement will appear as part of any electronically distributed Commercial Copy:
a) printing more than a single paper copy, which itself may not be further copied;
b) retransmitting the commercial activities article to anybody else, other than to enable a single paper copy to be printed out by or for the individual who originally requested the item;
c) electronically storing any copy of Sellerthe article.”
2. Seller hereby waives The following statement will appear as part of any sovereign immunity or other immunity from legal proceedings to enforce or collect upon an arbitral award rendered pursuant to this Section 7.Commercial Copy distributed in printed form:
Appears in 1 contract
Samples: Higher Education Licence
Disputes and Governing Law. (a) If a dispute cannot be resolved to both Parties’ mutual satisfaction, after good faith negotiations, within ninety (90) calendar days from the date the written claim is received by the other Party, or such additional time as the Parties agree upon, in writing, such dispute shall be settled as follows:
(i) where the Seller is a UK entity the Parties irrevocably agree that the dispute shall be submitted to the courts of England and Wales which shall have exclusive jurisdiction, unless the Buyer notifies the Seller in writing that it opts for arbitration in accordance with the following provision; (ii) where the Seller is not a UK entity or where the Buyer has opted for arbitration in accordance with the foregoing provision, the dispute shall be settled in London by binding arbitration in the English language in accordance with the Rules of the London Court of International Arbitration (“LCIA”), which Rules are deemed to be incorporated by reference into this Section. The number of arbitrators shall be one (1) unless the Buyer deems that the dispute is a complex matter and notifies the Seller in writing that the number shall be three (3). Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The Arbitrator(s) award may include compensatory damages against either Party. Under no circumstances will the Arbitrator(s) be authorised to, nor shall they award punitive damages or multiple damages against either Party. The Arbitrator(s) shall have the authority but not the obligation to award the costs of arbitration and reasonable legal fees to the prevailing Party; however, if the Arbitrator(s) do not award such costs and fees, each Party will be responsible for its costs incurred in arbitration except that the costs and fees imposed by the Arbitrator(s) for their expenses shall be borne equally by the Parties.
(b) Notwithstanding the foregoing, Seller acknowledges that money damages may not be an adequate remedy for breach of Section 9 and 16 of this Purchase Order, and Xxxxxx agrees that Buyer shall be entitled to seek injunctive relief, should Buyer allege that damages are not an adequate remedy for breach of such Sections, and only as necessary to preserve the rights of Buyer pending final resolution of the matter by way of arbitration as set forth in (a) above.
(c) Pending resolution or settlement of any dispute arising under this Purchase Order, Seller will proceed diligently as directed by Xxxxx with the performance of this Purchase Order. Irrespective of the place of performance, this Purchase Order and any dispute or claim arising out of or in connection with it or its subject matter or formation This Agreement shall be governed by and construed in accordance with English Law and subject to the laws exclusive jurisdiction of England and Walesthe English Courts. If any dispute arises out of this Agreement the parties will attempt to settle it by mediation in accordance with Centre for Dispute Resolutions (“CEDR”) Model MediationProcedures. To initiate a mediation a party must give notice in writing (“ADR Notice”) to the other party to the dispute requesting mediation. If there is any point on the conduct of the mediation upon which the parties cannot agree within fourteen (14) days from the date of the ADR Notice, CEDR will, at the request of any party, decide that point for the parties having consulted HE_20230704 with them. The provisions mediation will start not later than twenty eight (28) days after the date of the ADR Notice. The commencement of a mediation will not prevent the parties commencing or continuing Court or where appropriate Copyright Tribunal proceedings nor will it prevent CLA exercising its rights under the Agreement generally and under clause 11 particularly. Categories of Excluded Material “United Nations Convention Categories of Excluded Material” which may not be copied under the Licence are works within the following categories:
1. printed music (including the words);
2. maps, charts;
3. Newspaper content in both print and digital format, except titles represented by Knowledge Bylanes and Syndigate, details of which are available on Contracts for International Sale of Goods” shall CLA’s website or other electronic means controlled by CLA;
4. workbooks, workcards and assignment sheets;
5. any work on which the copyright owner has expressly and prominently stipulated that it may not apply to this Purchase Order, including any amendments or changes to this Purchase Orderbe copied under a CLA Licence.
(di) This Purchase Order constitutes access and download a copy;
ii) print out a copy; SCHEDULE 3
1. The following statement will appear as part of any electronically distributed Commercial Copy:
a) printing more than a single paper copy, which itself may not be further copied;
b) retransmitting the commercial activities article to anybody else, other than to enable a single paper copy to be printed out by or for the individual who originally requested the item;
c) electronically storing any copy of Sellerthe article.”
2. Seller hereby waives The following statement will appear as part of any sovereign immunity or other immunity from legal proceedings to enforce or collect upon an arbitral award rendered pursuant to this Section 7.Commercial Copy distributed in printed form:
Appears in 1 contract
Samples: Higher Education Licence
Disputes and Governing Law. (a) If a dispute cannot be resolved to both Parties’ mutual satisfaction, after good faith negotiations, within ninety (90) calendar days from the date the written claim is received by the other Party, or such additional time as the Parties agree upon, in writing, such dispute shall be settled as follows:
(i) where the Seller is a UK entity the Parties irrevocably agree that the dispute shall be submitted to the courts of England and Wales which shall have exclusive jurisdiction, unless the Buyer notifies the Seller in writing that it opts for arbitration in accordance with the following provision; (ii) where the Seller is not a UK entity or where the Buyer has opted for arbitration in accordance with the foregoing provision, the dispute shall be settled in London by binding arbitration in the English language in accordance with the Rules of the London Court of International Arbitration (“LCIA”), which Rules are deemed to be incorporated by reference into this Section. The number of arbitrators shall be one (1) unless the Buyer deems that the dispute is a complex matter and notifies the Seller in writing that the number shall be three (3). Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The Arbitrator(s) award may include compensatory damages against either Party. Under no circumstances will the Arbitrator(s) be authorised to, nor shall they award punitive damages or multiple damages against either Party. The Arbitrator(s) shall have the authority but not the obligation to award the costs of arbitration and reasonable legal fees to the prevailing Party; however, if the Arbitrator(s) do not award such costs and fees, each Party will be responsible for its costs incurred in arbitration except that the costs and fees imposed by the Arbitrator(s) for their expenses shall be borne equally by the Parties.
(b) Notwithstanding the foregoing, Seller acknowledges that money damages may not be an adequate remedy for breach of Section 9 and 16 of this Purchase Order, and Xxxxxx agrees that Buyer shall be entitled to seek injunctive relief, should Buyer allege that damages are not an adequate remedy for breach of such Sections, and only as necessary to preserve the rights of Buyer pending final resolution of the matter by way of arbitration as set forth in (a) above.
(c) Pending resolution or settlement of any dispute arising under this Purchase Order, Seller will proceed diligently as directed by Xxxxx with the performance of this Purchase Order. Irrespective of the place of performance, this Purchase Order and any dispute or claim arising out of or in connection with it or its subject matter or formation This Agreement shall be governed by and construed in accordance with English Law and subject to the laws exclusive jurisdiction of England and Walesthe English Courts. If any dispute arises out of this Agreement the parties will attempt to settle it by mediation in accordance with Centre for Dispute Resolutions (“CEDR”) Model MediationProcedures. To initiate a mediation a party must give notice in writing (“ADR Notice”) to the other party to the dispute requesting mediation. If there is any point on the conduct of the mediation upon which the parties cannot agree within fourteen (14) days from the date of the ADR Notice, CEDR will, at the request of any party, decide that point for the parties having consulted HE_20230509 with them. The provisions mediation will start not later than twenty eight (28) days after the date of the ADR Notice. The commencement of a mediation will not prevent the parties commencing or continuing Court or where appropriate Copyright Tribunal proceedings nor will it prevent CLA exercising its rights under the Agreement generally and under clause 11 particularly. Categories of Excluded Material “United Nations Convention Categories of Excluded Material” which may not be copied under the Licence are works within the following categories:
1. printed music (including the words);
2. maps, charts;
3. newspapers;
4. workbooks, workcards and assignment sheets;
5. any work on Contracts for International Sale of Goods” shall which the copyright owner has expressly and prominently stipulated that it may not apply to this Purchase Order, including any amendments or changes to this Purchase Orderbe copied under a CLA Licence.
(di) This Purchase Order constitutes access and download a copy;
ii) print out a copy; SCHEDULE 3
1. The following statement will appear as part of any electronically distributed Commercial Copy:
a) printing more than a single paper copy, which itself may not be further copied;
b) retransmitting the commercial activities article to anybody else, other than to enable a single paper copy to be printed out by or for the individual who originally requested the item;
c) electronically storing any copy of Sellerthe article.”
2. Seller hereby waives The following statement will appear as part of any sovereign immunity or other immunity from legal proceedings to enforce or collect upon an arbitral award rendered pursuant to this Section 7.Commercial Copy distributed in printed form:
Appears in 1 contract
Samples: Higher Education Licence
Disputes and Governing Law. (a) If a dispute cannot be resolved to both Parties’ mutual satisfaction, after good faith negotiations, within ninety (90) calendar days from the date the written claim is received by the other Party, or such additional time as the Parties agree upon, in writing, such dispute shall be settled as follows:
(i) where the Seller is a UK entity the Parties irrevocably agree that the dispute shall be submitted to the courts of England and Wales which shall have exclusive jurisdiction, unless the Buyer notifies the Seller in writing that it opts for arbitration in accordance with the following provision; (ii) where the Seller is not a UK entity or where the Buyer has opted for arbitration in accordance with the foregoing provision, the dispute shall be settled in London by binding arbitration in the English language in accordance with the Rules of the London Court of International Arbitration (“LCIA”), which Rules are deemed to be incorporated by reference into this Section. The number of arbitrators shall be one (1) unless the Buyer deems that the dispute is a complex matter and notifies the Seller in writing that the number shall be three (3). Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The Arbitrator(s) award may include compensatory damages against either Party. Under no circumstances will the Arbitrator(s) be authorised to, nor shall they award punitive damages or multiple damages against either Party. The Arbitrator(s) shall have the authority but not the obligation to award the costs of arbitration and reasonable legal fees to the prevailing Party; however, if the Arbitrator(s) do not award such costs and fees, each Party will be responsible for its costs incurred in arbitration except that the costs and fees imposed by the Arbitrator(s) for their expenses shall be borne equally by the Parties.
(b) Notwithstanding the foregoing, Seller acknowledges that money damages may not be an adequate remedy for breach of Section 9 and 16 of this Purchase Order, and Xxxxxx agrees that Buyer shall be entitled to seek injunctive relief, should Buyer allege that damages are not an adequate remedy for breach of such Sections, and only as necessary to preserve the rights of Buyer pending final resolution of the matter by way of arbitration as set forth in (a) above.
(c) Pending resolution or settlement of any dispute arising under this Purchase Order, Seller will proceed diligently as directed by Xxxxx with the performance of this Purchase Order. Irrespective of the place of performance, this Purchase Order and any dispute or claim arising out of or in connection with it or its subject matter or formation HE_20220929 This Agreement shall be governed by and construed in accordance with English Law and subject to the laws exclusive jurisdiction of England and Walesthe English Courts. If any dispute arises out of this Agreement the parties will attempt to settle it by mediation in accordance with Centre for Dispute Resolutions (“CEDR”) Model Mediation Procedures. To initiate a mediation a party must give notice in writing (“ADR Notice”) to the other party to the dispute requesting mediation. If there is any point on the conduct of the mediation upon which the parties cannot agree within fourteen (14) days from the date of the ADR Notice, CEDR will, at the request of any party, decide that point for the parties having consulted with them. The provisions mediation will start not later than twenty eight (28) days after the date of the ADR Notice. The commencement of a mediation will not prevent the parties commencing or continuing Court or where appropriate Copyright Tribunal proceedings nor will it prevent CLA exercising its rights under the Agreement generally and under clause 11 particularly. SCHEDULE 1 “United Nations Convention Categories of Excluded Material” which may not be copied under the Licence are works within the following categories:
1. printed music (including the words);
2. maps, charts;
3. newspapers;
4. workbooks, workcards and assignment sheets; HE_20220929
5. any work on Contracts which the copyright owner has expressly and prominently stipulated that it may not be copied under a CLA Licence. SCHEDULE 2 Staff and students of this [University] [Institution] are reminded that copyright subsists in this extract and the work from which it was taken. This Digital Copy has been made under the terms of a CLA licence which allows you to: • access and download a copy; • print out a copy; This Digital Copy and any digital or printed copy supplied to or made by you under the terms of this Licence are for International Sale use in connection with this Course of Goods” Study. You may retain such copies after the end of the course, but strictly for your own personal use. All copies (including electronic copies) shall not apply to include this Purchase OrderCopyright Notice and shall be destroyed and/or deleted if and when required by [Institution]. Except as provided for by copyright law, no further copying, storage or distribution (including any amendments by e-mail) is permitted without the consent of the copyright holder. The author (which term includes artists and other visual creators) has moral rights in the work and neither staff nor students may cause, or changes to this Purchase Order.
(d) This Purchase Order constitutes permit, the commercial activities of Seller. Seller hereby waives any sovereign immunity distortion, mutilation or other immunity from legal proceedings modification of the work, or any other derogatory treatment of it, which would be prejudicial to enforce the honour or collect upon an arbitral award rendered pursuant reputation of the author. Course of Study: Title: Name of Author: HE_20220929 Name of Publisher: SCHEDULE 3
1. The following statement will appear as part of any electronically distributed Commercial Copy: “The following item is a copyright work which has been supplied by [Licensee] and transmitted by electronic means. The following are NOT permitted, unless you have the permission of the copyright owner or of The Copyright Licensing Agency Ltd or save as permitted by statute:
a) printing more than a single paper copy, which itself may not be further copied;
b) retransmitting the article to this Section 7anybody else, other than to enable a single paper copy to be printed out by or for the individual who originally requested the item;
c) electronically storing any copy of the article.”
2. The following statement will appear as part of any Commercial Copy distributed in printed form:
Appears in 1 contract
Samples: Higher Education Licence
Disputes and Governing Law. 21.1 The Agreement shall be governed by the laws of the State of New York, without regard to the conflict of laws thereof.
21.2 In the event of any dispute under this Agreement, including, without limitation, any arising out of the operation of the Steering Committee under Section 4, not being resolved by the negotiation between the Chief Executive Officers within thirty (a30) If a dispute cannot be resolved to both Parties’ mutual satisfaction, after good faith negotiations, within ninety (90) calendar days from the date upon the written claim is received by the other request of either Party, or such additional time as the Parties agree uponto endeavour to settle the dispute in an amicable manner by mediation administered by the American Arbitration Association under its Commercial Mediation Rules, in writingbefore resorting to arbitration. Thereafter, such dispute any unresolved controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled as follows:
(i) where by binding arbitration administered by the Seller is a UK entity the Parties irrevocably agree that the dispute shall be submitted to the courts of England and Wales which shall have exclusive jurisdiction, unless the Buyer notifies the Seller in writing that it opts for arbitration American Arbitration Association in accordance with the following provision; (ii) where the Seller is not a UK entity or where the Buyer has opted for arbitration in accordance with the foregoing provision, the dispute shall be settled in London by binding arbitration in the English language in accordance with the Rules of the London Court of its International Arbitration (“LCIA”)Rules, which Rules are deemed to be incorporated by reference into this Section. The number of arbitrators shall be one (1) unless the Buyer deems that the dispute is a complex matter and notifies the Seller in writing that the number shall be three (3). Judgment judgment upon the an award rendered by the Arbitrator(s) arbitrator may be entered in any court having jurisdiction thereof. The Arbitrator(s) award may include compensatory damages against either Party. Under no circumstances will the Arbitrator(s) number of arbitrators shall be authorised tothree, nor shall they award punitive damages or multiple damages against either Party. The Arbitrator(s) shall have the authority but not the obligation to award the costs of arbitration and reasonable legal fees to the prevailing Party; however, if the Arbitrator(s) do not award such costs and fees, one chosen by each Party will with the third, who shall be responsible for its costs incurred in arbitration except that the costs and fees imposed chairman, chosen by the Arbitrator(s) for their expenses shall be borne equally two Arbitrators chosen by the Parties. If possible, the arbitrators will have experience with and knowledge of fiberoptic, VCSEL and/or data communication technology as well as accounting and business law. The place of arbitration shall be New York, New York and the language of the proceeding shall be English.
(b) Notwithstanding the foregoing, Seller acknowledges that money damages may not be an adequate remedy for breach of Section 9 21.3 All submissions and 16 of this Purchase Order, and Xxxxxx agrees that Buyer shall be entitled to seek injunctive relief, should Buyer allege that damages are not an adequate remedy for breach of such Sections, and only as necessary to preserve the rights of Buyer pending final resolution of the matter by way of arbitration as set forth in (a) above.
(c) Pending resolution or settlement of any dispute arising under this Purchase Order, Seller will proceed diligently as directed by Xxxxx with the performance of this Purchase Order. Irrespective of the place of performance, this Purchase Order and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed and construed in accordance with the laws of England and Wales. The provisions of the “United Nations Convention on Contracts for International Sale of Goods” shall not apply to this Purchase Order, including any amendments or changes to this Purchase Order.
(d) This Purchase Order constitutes the commercial activities of Seller. Seller hereby waives any sovereign immunity or other immunity from legal proceedings to enforce or collect upon an arbitral award rendered held pursuant to this Section 721 shall be confidential and neither Party nor the mediator or arbitrators may disclose the existence, content, or results of any mediation or arbitration hereunder without the prior written consent of both Parties unless otherwise required by law to do so. All negotiations held pursuant to Section 4.8 shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and state rules of evidence.
21.4 NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, NOR FOR ANY LOST PROFITS, ARISING OUT OF THIS AGREEMENT OR ANY OBLIGATION ARISING THEREFROM OR OTHERWISE, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), AND IRRESPECTIVE OF WHETHER IT HAS ADVISED OR BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
Appears in 1 contract
Samples: Joint Development, Manufacturing & Marketing Agreement (Emcore Corp)
Disputes and Governing Law. (a) If a dispute cannot be resolved to both Parties’ mutual satisfaction, after good faith negotiations, within ninety (90) calendar days from the date the written claim is received by the other Party, or such additional time as the Parties agree upon, in writing, such dispute shall be settled as follows:
(i) where the Seller is a UK entity the Parties irrevocably agree that the dispute shall be submitted to the courts of England and Wales which shall have exclusive jurisdiction, unless the Buyer notifies the Seller in writing that it opts for arbitration in accordance with the following provision; (ii) where the Seller is not a UK entity or where the Buyer has opted for arbitration in accordance with the foregoing provision, the dispute shall be settled in London by binding arbitration in the English language in accordance with the Rules of the London Court of International Arbitration (“LCIA”), which Rules are deemed to be incorporated by reference into this Section. The number of arbitrators shall be one (1) unless the Buyer deems that the dispute is a complex matter and notifies the Seller in writing that the number shall be three (3). Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The Arbitrator(s) award may include compensatory damages against either Party. Under no circumstances will the Arbitrator(s) be authorised to, nor shall they award punitive damages or multiple damages against either Party. The Arbitrator(s) shall have the authority but not the obligation to award the costs of arbitration and reasonable legal fees to the prevailing Party; however, if the Arbitrator(s) do not award such costs and fees, each Party will be responsible for its costs incurred in arbitration except that the costs and fees imposed by the Arbitrator(s) for their expenses shall be borne equally by the Parties.
(b) Notwithstanding the foregoing, Seller acknowledges that money damages may not be an adequate remedy for breach of Section 9 and 16 of this Purchase Order, and Xxxxxx agrees that Buyer shall be entitled to seek injunctive relief, should Buyer allege that damages are not an adequate remedy for breach of such Sections, and only as necessary to preserve the rights of Buyer pending final resolution of the matter by way of arbitration as set forth in (a) above.
(c) Pending resolution or settlement of any dispute arising under this Purchase Order, Seller will proceed diligently as directed by Xxxxx with the performance of this Purchase Order. Irrespective of the place of performance, this Purchase Order and any dispute or claim arising out of or in connection with it or its subject matter or formation This Agreement shall be governed by and construed in accordance with English Law and subject to the laws exclusive jurisdiction of England and Walesthe English Courts. If any dispute arises out of this Agreement the parties will attempt to settle it by mediation in accordance with Centre for Dispute Resolutions (“CEDR”) Model Mediation Procedures. To initiate a mediation a party must give notice in writing (“ADR Notice”) to the other party to the dispute requesting mediation. If there is any point on the conduct of the mediation upon which the parties cannot agree within fourteen (14) days from the date of the ADR Notice, CEDR will, at the request of any party, decide that point for the parties having consulted with them. The provisions mediation will start not later that twenty eight (28) days after the date of the ADR Notice. The commencement of a mediation will not prevent the parties commencing or continuing Court or where appropriate Copyright Tribunal proceedings nor will it prevent CLA exercising its rights under the Agreement generally and under clause 14 particularly. “United Nations Convention Categories of Excluded Material” which may not be copied under the Licence are works within the following categories:
1. Printed music (including the words);
2. Maps, charts;
3. Newspapers;
4. Workbooks, workcard and assignment sheets;
5. any work on Contracts which the copyright owner has expressly and prominently stipulated that it may not be copied under a CLA Licence. Staff and students of this [University] [Institution] are reminded that copyright subsists in this extract and the work from which it was taken. This Digital Copy has been made under the terms of a CLA licence which allows you to: • access and download a copy; • print out a copy; This Digital Copy and any digital or printed copy supplied to or made by you under the terms of this Licence are for International Sale use in connection with this Course of Goods” Study. You may retain such copies after the end of the course, but strictly for your own personal use. All copies (including electronic copies) shall not apply to include this Purchase OrderCopyright Notice and shall be destroyed and/or deleted if and when required by [Institution]. Except as provided for by copyright law, no further copying, storage or distribution (including any amendments by e-mail) is permitted without the consent of the copyright holder. The author (which term includes artists and other visual creators) has moral rights in the work and neither staff nor students may cause, or changes to this Purchase Order.
(d) This Purchase Order constitutes permit, the commercial activities of Seller. Seller hereby waives any sovereign immunity distortion, mutilation or other immunity from legal proceedings modification of the work, or any other derogatory treatment of it, which would be prejudicial to enforce the honour or collect upon an arbitral award rendered pursuant reputation of the author. Course of Study Title Name of Author Name of Publisher
1. The following statement will appear as part of any electronically distributed Commercial Copy: “The following item is a copyright work which has been supplied by [Licensee] and transmitted by electronic means.The following are NOT permitted, unless you have the permission of the copyright owner or of The Copyright LicensingAgency Ltd or save as permitted by statute:
a) printing more than a single paper copy, which itself may not be further copied;
b) retransmitting the article to anybody else, other than to enable a single paper copy to be printed out by or for the individual who originally requested the item;
c) electronically storing any copy of the article.”
2. The following statement will appear as part of any Commercial Copy distributed in printed form: “The contents of this Section 7document are copyright works and unless you have the permission of the copyright owner or ofThe Copyright Licensing Agency Ltd or save as may be permitted by statute may not be copied (including storage in any electronic medium) or otherwise reproduced (even for internal purposes) or resold.” AS WITNESS the hands for and on behalf of the parties hereto the day and year first above written Signed for and on behalf of The Copyright Licensing Agency Limited
Appears in 1 contract
Samples: Higher Education Licence
Disputes and Governing Law. (a) If a dispute cannot be resolved to both Parties’ mutual satisfaction, after good faith negotiations, within ninety (90) calendar days from the date the written claim is received by the other Party, or such additional time as the Parties agree upon, in writing, such dispute shall be settled as follows:
(i) where the Seller is a UK entity the Parties irrevocably agree that the dispute shall be submitted to the courts of England and Wales which shall have exclusive jurisdiction, unless the Buyer notifies the Seller in writing that it opts for arbitration in accordance with the following provision; (ii) where the Seller is not a UK entity or where the Buyer has opted for arbitration in accordance with the foregoing provision, the dispute shall be settled in London by binding arbitration in the English language in accordance with the Rules of the London Court of International Arbitration (“LCIA”), which Rules are deemed to be incorporated by reference into this Section. The number of arbitrators shall be one (1) unless the Buyer deems that the dispute is a complex matter and notifies the Seller in writing that the number shall be three (3). Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The Arbitrator(s) award may include compensatory damages against either Party. Under no circumstances will the Arbitrator(s) be authorised to, nor shall they award punitive damages or multiple damages against either Party. The Arbitrator(s) shall have the authority but not the obligation to award the costs of arbitration and reasonable legal fees to the prevailing Party; however, if the Arbitrator(s) do not award such costs and fees, each Party will be responsible for its costs incurred in arbitration except that the costs and fees imposed by the Arbitrator(s) for their expenses shall be borne equally by the Parties.
(b) Notwithstanding the foregoing, Seller acknowledges that money damages may not be an adequate remedy for breach of Section 9 and 16 of this Purchase Order, and Xxxxxx agrees that Buyer shall be entitled to seek injunctive relief, should Buyer allege that damages are not an adequate remedy for breach of such Sections, and only as necessary to preserve the rights of Buyer pending final resolution of the matter by way of arbitration as set forth in (a) above.
(c) Pending resolution or settlement of any dispute arising under this Purchase Order, Seller will proceed diligently as directed by Xxxxx with the performance of this Purchase Order. Irrespective of the place of performance, this Purchase Order and any dispute or claim arising out of or in connection with it or its subject matter or formation HE_20190916 This Agreement shall be governed by and construed in accordance with English Law and subject to the laws exclusive jurisdiction of England and Walesthe English Courts. If any dispute arises out of this Agreement the parties will attempt to settle it by mediation in accordance with Centre for Dispute Resolutions (“CEDR”) Model Mediation Procedures. To initiate a mediation a party must give notice in writing (“ADR Notice”) to the other party to the dispute requesting mediation. If there is any point on the conduct of the mediation upon which the parties cannot agree within fourteen (14) days from the date of the ADR Notice, CEDR will, at the request of any party, decide that point for the parties having consulted with them. The provisions mediation will start not later than twenty eight (28) days after the date of the ADR Notice. The commencement of a mediation will not prevent the parties commencing or continuing Court or where appropriate Copyright Tribunal proceedings nor will it prevent CLA exercising its rights under the Agreement generally and under clause 11 particularly. SCHEDULE 1 “United Nations Convention Categories of Excluded Material” which may not be copied under the Licence are works within the following categories:
1. printed music (including the words);
2. maps, charts;
3. newspapers;
4. workbooks, workcards and assignment sheets; HE_20190916
5. any work on Contracts which the copyright owner has expressly and prominently stipulated that it may not be copied under a CLA Licence. SCHEDULE 2 Staff and students of this [University] [Institution] are reminded that copyright subsists in this extract and the work from which it was taken. This Digital Copy has been made under the terms of a CLA licence which allows you to: • access and download a copy; • print out a copy; This Digital Copy and any digital or printed copy supplied to or made by you under the terms of this Licence are for International Sale use in connection with this Course of Goods” Study. You may retain such copies after the end of the course, but strictly for your own personal use. All copies (including electronic copies) shall not apply to include this Purchase OrderCopyright Notice and shall be destroyed and/or deleted if and when required by [Institution]. Except as provided for by copyright law, no further copying, storage or distribution (including any amendments by e-mail) is permitted without the consent of the copyright holder. The author (which term includes artists and other visual creators) has moral rights in the work and neither staff nor students may cause, or changes to this Purchase Order.
(d) This Purchase Order constitutes permit, the commercial activities of Seller. Seller hereby waives any sovereign immunity distortion, mutilation or other immunity from legal proceedings modification of the work, or any other derogatory treatment of it, which would be prejudicial to enforce the honour or collect upon an arbitral award rendered pursuant reputation of the author. Course of Study: Title: Name of Author: HE_20190916 Name of Publisher: SCHEDULE 3
1. The following statement will appear as part of any electronically distributed Commercial Copy: “The following item is a copyright work which has been supplied by [Licensee] and transmitted by electronic means. The following are NOT permitted, unless you have the permission of the copyright owner or of The Copyright Licensing Agency Ltd or save as permitted by statute:
a) printing more than a single paper copy, which itself may not be further copied;
b) retransmitting the article to this Section 7anybody else, other than to enable a single paper copy to be printed out by or for the individual who originally requested the item;
c) electronically storing any copy of the article.”
2. The following statement will appear as part of any Commercial Copy distributed in printed form:
Appears in 1 contract
Samples: Higher Education Licence