This Non-Exclusive COACHING ASSOCIATE – ‘PREPCOM’ AGREEMENT is made effective as of 23rd September, 2021 (“Effective Date”) at VADODARA by and between: Kanan International Private Limited (THE COMPANY), having its registered office at Kanan House, D-Wing, 2nd Floor, Trident Complex, Old ST Bus Depot Premises, Race Course Circle, Vadodara - 390007. Gujarat, India, with CIN U80301GJ2008PTC053685 and represented by its Managing Director, Mr. Manish Shah (means and includes all its assigns, successors, liquidators and hereinafter referred to as “The Company”)
The Person whose name, address and other details are provided at the Signature Page of this Agreement (hereinafter referred to as “the PREPCOM” which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and permitted assigns); The Company and the Associate shall individually be referred to as a “Party” and jointly referred to as “Parties”.
AND WHEREAS: 1. The Company is engaged in the business of providing products and services in the overseas higher education sector to stakeholders such as overseas education consultants, educational institutions, students, learners etc., and this includes providing coaching and admission assistance for students, and has tie-ups with colleges and universities in countries such as the Canada, USA, UK, e.t.c. 2. In this regard, the Company has developed an online learning tool (hereinafter referred to as “KananPrep”), through which it assists students in preparing for various exams. The Company also provides various courses to students in respect of English Language Proficiency Tests (including but not limited to the IELTS, PTE, TOEFL-iBT) Aptitude Tests (including but not limited to the GRE, SAT, GMAT) and Foreign Language Courses. 3. PREPCOM has approached the Company seeking to avail of certain Products and Services provided by the Company under the KananPrep tool, which shall also include the PREPCOM purchasing, operating and distributing the Student Accounts (defined hereunder) so that the same can be offered to PREPCOM’s students under PREPCOM’s own brand to the extent permissible by the Company. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows: DEFINITIONS: A. “KananPrep” shall have the meaning ascribed to it in Recital 2 hereinabove. B. “KananPrep Products” shall mean the Products and Services offered by the Company under the KananPrep tool, mentioned in SCHEDULE A to this Agreement. C. “Products” shall mean, as the context may so require, any or all the tools and products provided by the Company to the PREPCOM and Students during the course of this Agreement. D. “Services” shall mean, as the context may so require, any and all services provided by the Company during the course of its business to the PREPCOM and Students under this Agreement. E. SoW” shall mean the statement of work that the Company and PREPCOM shall enter into, in order to incorporate a description of the Products and Services that may be provided by the Company to the PREPCOM on the terms and conditions stated therein. F. “Students” means the students enrolled with PREPCOM to whom PREPCOM has validly sold a Student Account.
G. “Student Account” means an account corresponding to a single user license to access KananPrep along with the Products and Services associated with such account. H. “Wallet” means the online wallet service provided to the PREPCOM using which PREPCOM may purchase Student Accounts or other Products / Services offered by Company. I. “White Label Products” shall mean those Products or any tool provided by the Company to the PREPCOM on which the brand name or logo, as may be applicable, of the Company shall not appear or be visible. 1. Appointment 1.1 The Company hereby appoints the PREPCOM as an authorized coaching associate–for KANAN PREP, to obtain orders from their Students, for the Product(s) and Services as detailed in the Schedule A, upon the terms and conditions set out in this Agreement and at the rates and considerations set out herein-below. 1.2 The PREPCOM’s appointment hereunder is non-exclusive, and the Company retains the right to offer the same or additional or alternate Product(s) and / or Services through the Company’s employees or other persons that the Company may appoint at any time and from time to time. 1.3 The PREPCOM may use the marketing and promotional materials which have been authorized by the Company in advance for such use. The Company may give the designs of marketing and branding material in suitable soft copy formats to be developed by the PREPCOM at its place of business operations. The list of the same has been given in SCHEDULE C. 1.4 The PREPCOM shall conduct business in a manner that reflects favourably at all times on the Product(s) and the good name, goodwill, and reputation of the Company. 1.5 The PREPCOM shall avoid deceptive, misleading, or unethical practices that are or might be detrimental or disparaging to the Company or its Product(s). The PREPCOM agrees that it shall be the Company’s sole discretion to decide which Products shall be White Label Products, and that the Company may demand the removal of any branding or logo that the PREPCOM may add on such White Label Products, if the Company decides in its sole discretion that such branding or logo is prejudicial to its interests or goodwill. 1.6 The PREPCOM shall not publish or employ or cooperate in the publication or employment of any misleading or deceptive materials relating to the Product(s)s. 1.7 The PREPCOM shall have no authority to enter into any agreement on behalf of the Company or otherwise to bind/obligate the Company without the Company’s prior written approval, which the Company may withhold for any reason. Neither the PREPCOM will enter into an agreement with any other content developer or technology (support) provider which compromises the Company’s scope and dilutes the essence of the present agreement. 1.8 All expenses incurred by the PREPCOM in connection with performance of its duties under this Agreement shall be solely the responsibility of the PREPCOM. 2. Scope, Pricing and Usage of KANAN PREP by the PREPCOM 2.1 The PREPCOM shall load and maintain a minimum balance in its Wallet on the Effective Date. This minimum balance shall be mutually agreed between the Company and the PREPCOM, on or before the Effective Date. 2.2 The PREPCOM, shall assign Student Accounts to the Students and shall purchase KananPrep Products for the Student Accounts by using the credits available in the Wallet. As and when a Product is purchased by the PREPCOM for a Student Account, the purchase amount shall be deducted by the Company from the Wallet. Any claims of chargebacks in relation to such deductions shall be settled by the Company on a case-to-case basis solely as per its internal policies prevailing at the time. The credits available in the Wallet are only to be used for purchasing Products and Services offered only by the Company, and no cash withdrawal shall be permitted. 2.3 The method and means of providing the Product(s) or Service(s) shall be under the exclusive discretion, control, management, and supervision of the Company. 2.4 The Company shall at any time, at its sole discretion modify or eliminate any functionality in the Product(s) or Service(s). 2.5 PREPCOM shall ensure that all Students who purchase a Student Account shall accept all the terms and conditions associated, with the Products/Services and with such account, which shall be determined by the Company at its sole discretion. 2.6 The charges, fees payable by the PREPCOM to the Company under this Agreement shall be provided for in Schedule B. 23rd September, 2021 3 2.7 The terms and conditions for the Products and Services that may be provided by the Company to the PREPCOM shall be set out in the SoW(s) that the Company and PREPCOM shall execute on such mutually agreed terms. The first SoW executed between the Parties shall be incorporated as SCHEDULE D to this Agreement, and the Parties may subsequently enter into further SoWs as may be mutually decided between them. Each subsequent SoW will amend Schedule D only as per the terms therein. Each SoW shall specifically identify this Agreement and indicate that it has been executed pursuant to the terms hereof. No SOW will become effective until it has been signed by an authorised representative of each Party. To the extent there are any conflicts or inconsistencies between any terms and conditions under this Agreement and any SoW, the provisions of this Agreement shall prevail, govern and control. 3. PREPCOM Responsibilities and Covenants 3.1 The PREPCOM will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the content in the video lessons, source code, object code or underlying structure, ideas, know-how or algorithms relevant to any Product(s), Service(s) (including KananPrep Products), or any software, documentation or data related to the Product(s)/Service(s); modify, translate, or create derivative works based on the Product(s) /Service(s) or any software used in the Product(s) /Service(s); use the Product(s) /Service(s) or any software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. 3.2 Further, the PREPCOM and Students shall not remove or copy or export or allow the export or reexport of the software or the content or anything related thereto, or any direct Product(s) thereof in violation of any restrictions, laws or regulations under the applicable laws. 3.3 The PREPCOM shall seek to ensure on a best efforts basis that the Students do not breach the clauses in this Agreement. The PREPCOM will promptly inform the Company immediately as soon as it becomes aware of any such breach/infringement by any Student that has occurred or is likely to occur, and offer all assistance required by the Company to prevent or remedy such breach. In case the PREPCOM has acted negligently, or not acted diligently to prevent the breach by Student(s), or fails to assist the Company in preventing or remedying such breach/infringement by Student(s), the Company may terminate this Agreement with immediate effect and PREPCOM shall be liable to pay liquidated damages of INR 10,00,000 (Indian Rupees Ten Lakhs Only). The Parties agree that such amount represents a genuine pre-estimate of the Company’s loss and shall be without prejudice to the other rights and remedies available to the Company under this Agreement. 3.4 The PREPCOM shall strictly adhere to the practice of ‘Pay per User’ in case of any and all the Products and Services provided to each Student. 3.5 All the Staff and other manpower of the PREPCOM are the responsibility of the PREPCOM and no one should claim any right of whatever type from THE COMPANY. The PREPCOM should ensure the compliances of all the Labour law provisions and take necessary insurance coverage of them in accordance with the provisions of law. 3.6 PREPCOM shall ensure that each Student Account is accessed solely by the Student to whom such account has been provided. Notwithstanding anything contained in this Agreement, PREPCOM agrees to bear full responsibility for any misuse, misconduct, breach or other violation which occurs through each Student Account purchased by PREPCOM, including any infringement of the intellectual property rights of the Company. 3.7 The PREPCOM can promote its website and sell the Product(s) and Service(s) of the Company only to the Students and other direct customers/beneficiaries of the Company’s Product(s), through various modes of marketing and sales including but not limited to online marketing, tele-calling, direct sales (SLM and MLM), referral marketing or through any other legitimate manner. The PREPCOM shall maintain a list of such Students, direct customers/beneficiaries to whom it sells Company’s Products/Services, and at the Company’s request, provide the same to the Company within a period of seven days from such request. In case the Company finds and determines that the PREPCOM has been selling or attempting to sell, the Company’s Products and Services to any other third party such as the PREPCOM’s own business partner(s) or any other channel partner or coaching associate etc., the Company may terminate this Agreement with immediate effect and PREPCOM shall be liable to pay liquidated damages of INR 10,00,000 (Indian Rupees Ten Lakhs Only). The Parties agree that such amount represents a genuine pre-estimate of the Company’s loss and shall be without prejudice to the other rights and remedies available to the Company under this Agreement. 3.8 The PREPCOM shall not use any brand name of the Company, including “KANAN”/ “KIPL” / “Kanan International Pvt. Ltd.” / “Kanan International Private Limited” in display or print name, logo or 23rd September, 2021 4 mention the same in any advertisement, marketing material, banners, hoarding, etc. for any reason whatsoever, unless it has obtained prior written permission to do so by the Company. 3.9 PREPCOM shall at all times during the continuation of this Agreement, obey and observe all reasonable directions and instructions which may be given to it by Company, and not assign any of its rights, obligations or interests under this Agreement to any other person, without obtaining prior written consent from Company. 4. Term and Termination of Agreement 4.1 Term: Subject to earlier termination as provided in this Agreement, the Term of this Agreement will be for a period of 1 (One) year from the date of signing of this Agreement. Thereafter, this Agreement can be renewed on a yearly basis by mutual agreement of both Parties. 4.2 Cause for Termination: 1. Either Party may terminate this Agreement at any time upon written notice if the other Party: (i) is in material breach of its obligations hereunder and fails to cure such breach within fifteen (15) days following written notice of such breach, or (ii) becomes insolvent or files or has filed against it a petition under bankruptcy or insolvency law which is not dismissed within ninety (90) days from the date of first listing, makes an assignment for the benefit of creditors or takes any similar action under applicable bankruptcy or insolvency law. 2. In case of any dispute as to whether any particular act or omission by the PREPCOM or its employees constitutes a material breach of the terms of this Agreement by PREPCOM, and also on whether such material breach has been cured or not by PREPCOM, both the Parties agree that the decision of the Company shall be binding and final in all regards. 3. Notwithstanding anything else contained in this Agreement, in case of infringement by PREPCOM (as determined by Company) of any intellectual property contained in the Products or any other intellectual property owned by Company, Company may terminate this Agreement with immediate effect and PREPCOM shall be liable to pay liquidated damages of INR 50,00,000 (Indian Rupees Fifty Lakhs Only). The Parties agree that such amount represents a genuine pre-estimate of the Company’s loss and shall be without prejudice to the other rights and remedies available to the Company under this Agreement. Limitation of Liability: In case of any infringement by the Company of the terms and conditions of this Agreement resulting in any loss or damage for the PREPCOM, the Company’s liability will be limited to any direct loss suffered by the PREPCOM as a result of such breach, and the aggregate liability that the Company shall incur for whatever reason, shall not exceed the value of the charges paid by the PREPCOM to the Company under this Agreement, as of the date such breach has occurred. 4.3 Termination on Other Grounds: This Agreement can also be terminated by the Company without cause by giving thirty (30) days’ notice in writing. 4.4 Effect of Termination: The PREPCOM hereby expressly agrees that upon expiry of this Agreement by reason of termination or Non-renewal, the PREPCOM shall handover all the credentials and other related information with regard to the Students enrolled under this Agreement and shall transfer the key account management of such Students to the Company. It shall fall under the sole discretion of the Company to hand over the active Students of the PREPCOM to another suitable PREPCOM or to retain with the Company itself. Upon expiration or termination, each Party shall return to the other any materials of the other, including without limitation all Confidential Information. Termination or expiration shall not relieve the PREPCOM of the obligation to pay any sums due hereunder as at the date of termination. 23rd September, 2021 5 Other obligations which shall survive for a period of one (1) year from the termination of expiration of this Agreement include: confidential information, indemnities and limitation of liability and Intellectual Property Rights & Obligations. The PREPCOM expressly waives any and all rights provided by law or statute for any indemnity or compensation from the Company, by reason of termination or Non-renewal of this Agreement. 5. Support 5.1 The Company shall provide the PREPCOM with all the necessary marketing and promotional materials towards soliciting orders and on a case to case basis, upon mutual agreement, help the PREPCOM in closing an order. 5.2 The PREPCOM shall act as the KEY ACCOUNT MANAGER for the Students solicited by it and shall also provide external support to its clients. 6. Non-Compete and Contact with the Existing Clients of the Company 6.1 The PREPCOM agrees that it will not contact any existing clients of the Company or other coaching associates of the Company, for the purpose of inducing them to switch to another provider of similar product(s) or service(s). 6.2 In the event that the PREPCOM contacts a client or any other coaching associate of the Company, in violation of this Section, the PREPCOM acknowledges that Company will suffer immeasurable and irreparable harm. Therefore, the PREPCOM agrees that in addition to any other damage which may be suffered to the Company (including financial and injunctive relief), this Agreement may be terminated by the Company and the PREPCOM shall pay the Company any outstanding dues including liquidated damages of INR 10,00,000 (Indian Rupees Ten Lakhs Only) for every such breach to the Company, hereunder, forthwith. The Parties agree that such amount represents a genuine pre-estimate of the Company’s loss and shall be without prejudice to the other rights and remedies available to the Company under this Agreement. 6.3 The PREPCOM, hereby, expressly agrees that the Company may use the Students enrolled by the PREPCOM under this agreement, as its own reference in any of the Company’s marketing collaterals or other product offerings, although the Company will not approach PREPCOM’s clients directly without their prior permission except for the approaches made for product feedback posing as the PREPCOM’s or third-party team members. 6.4 The PREPCOM agrees that during the Term and for a period of one year after the termination or expiry of this Agreement, the PREPCOM will not enrol or solicit clients for their own business, which are provided / enrolled by the Company. 6.5 Further, the PREPCOM shall not employ or solicit any employee of the Company or enter in an agreement with any of its clients or any other coaching associates of the Company to recruit them or to enter into any contract with them. PREPCOM shall not directly compete with the Company during the subsistence of this agreement and for a further period of one year after the expiry or termination of this agreement. 6.6 Further, the PREPCOM hereby acknowledged that on breach of any of the terms of this section, the Company is free to take any legal actions against the PREPCOM from the competent court of its own jurisdiction. 6.7 Since this PREPCOM agreement is non-exclusive, the Company will allocate an end user to the credit of that coaching associate, who gives the details of that end user to the Company, in case of multiple coaching associates, referring the same end user. The discretion of the Company shall be final in this regard. 7. CONFIDENTIAL INFORMATION. 1. PREPCOM undertakes and agrees to regard and preserve as confidential, all Confidential Information of the Company, which may be obtained by PREPCOM from any source as a result of this Agreement. In maintaining confidentiality hereunder, the PREPCOM agrees that it shall not disclose or make available or divulge to its affiliates, any third party, person, firm or enterprise or reproduce or transmit, or use (directly or indirectly) for its own benefit or the benefit of others or otherwise, any Confidential Information of Company. 2. The PREPCOM acknowledges the exclusive right of Company to the proprietary right of its information and agree that nothing in this Agreement shall be construed as giving rise to any right of lien or set off by any PREPCOM on the proprietary right on the information of Company. 23rd September, 2021 6 3. On the expiry or termination of this Agreement, the PREPCOM shall hand over or cause to be handed over all such Confidential Information and all other related materials in its possession to the Company and/or destroy the same in consultation with the Company. 4. In the event of a breach or threatened breach by PREPCOM of this clause, monetary compensation may not be an adequate remedy; therefore, the Company shall be entitled to injunctive relief to restrain the PREPCOM from any such breach, threatened or actual. 8. REPRESENTATIONS AND WARRANTIES The PREPCOM represents and warrants to the Company, with reference to itself that: Power and Authority The representative is lawfully empowered and it/he/she has the full legal right, capacity and authority to enter into this Agreement. No Violation The execution, performance and delivery of the terms of this Agreement and the compliance by the PREPCOM with the terms and provisions of this Agreement do not contravene any provisions of applicable laws or rules or regulation or statute or any order or writ, injunction or decree of any court or governmental instrumentality to which the PREPCOM is a subject; Valid and Binding Obligations This Agreement constitutes its legal, valid and binding obligations, enforceable against the PREPCOM in accordance with its terms, except to the extent that enforcement may be limited by bankruptcy, insolvency or other laws of general application affecting creditors’ rights. 9. INDEMNITY. 9.1 Exclusions. The Company shall have no liability or obligation for any infringement arising from: (i) any modification, servicing or addition made to the Product(s) by anyone other than the Company, (ii) the use of such Product(s) or Services as a part of or in combination with any devices, parts or software not provided by the Company, (iii) compliance with the end user’s design requirements or specifications, (iv) the use of other than then current unaltered release of the software Product(s) available from the Company or (v) the use of such Product(s) to practice any method or process which does not occur wholly within the Product(s). The above exclusions shall apply to the extent that the infringement would have been avoided but for such modifications, combinations, compliance with specifications, use of other than the current release or practice of such method or process. 9.2 The PREPCOM Indemnification. The PREPCOM shall defend, indemnify and hold the Company harmless from and against any and all damages, liabilities, costs and expenses (including but not limited to attorneys’ fees) arising out of or incurred by the Company in connection with or as a result of any claim arising out of or relating to any acts or omissions of the PREPCOM or Students in connection with this Agreement. 10. Ownership of Intellectual Property: The Parties hereto agree that all intellectual property rights to all the Product(s)/Service(s), including the KananPrep Products, and KananPrep are solely vested in the Company. The PREPCOM shall make no claims to the Product(s)/Service(s) (Including the KananPrep Products) or the KananPrep tool, including the ‘look and feel’ of the tool, both present and future and including any modifications or enhancements to the Product(s)/Service(s) or KananPrep. The PREPCOM shall not contest the validity of any of the Company’s trademarks or Company’s exclusive ownership of the same. The PREPCOM shall not adopt, use, or register, whether as a corporate name, trademark, service mark or other indication of origin, any of the Company’s trademarks, or any word or mark confusingly similar to or nearly resembling the Company’s trademarks in any jurisdiction. The PREPCOM shall not remove or efface any proprietary notices on the Product(s)s or KananPrep. 11. Notices All notices under this Agreement will be in writing and will be deemed to have been duly given when sent to the addresses of the Company or the PREPCOM (as the case may be), as mentioned below: (i) when received, if personally delivered; (ii) the day after it is sent, if sent for next day delivery by recognized overnight delivery service; (iii) or on the 5th business day following the day of mailing of the 23rd September, 2021 7 same by prepaid registered mail or by courier delivery; and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. Notice may also be transmitted by facsimile, or e-mail to the respective email addresses mentioned below, and notice will be deemed to have been duly given at the time of successful transmission. To the Company: Name: KANAN INTERNATIONAL PRIVATE LIMITED Address: Kanan House, 2nd Floor, Trident Complex, Old St. Depot Vadi Wadi- Ellora Park, Race Course, Circle Vadodara, Gujarat- 390007 Company Email id: info@kananinternational.com If to PREPCOM : Notices and communications shall be sent to one of the contact persons as per the address mentioned at the signature page to this Agreement. PREPCOM email id: rtglobalvisa@gmail.com 12. Severability If any provision of this Agreement is invalid or unenforceable, the Agreement will be construed as if such invalid or unenforceable provision was not included and the remainder of the Agreement shall be enforced as written. 13. Waiver No provision of this Agreement will be deemed waived, amended or modified by either Party unless such waiver, amendment or modification is in writing and signed by the Party against whom enforcement of the waiver, amendment or modification is sought. 14. Relationship of Parties The Company is performing pursuant to this Agreement only as an independent principal to principal relationship. Nothing set forth in this Agreement will be construed to create the relationship of principal and agent, joint venture or partnership between the Parties to this Agreement. 15. Survival& Waiver: Expiration or termination of this Agreement for any reason will not release either Party from any liabilities or obligations set forth in this Agreement that (a) the parties have expressly agreed will survive any such expiration or termination, or (b) remain to be performed or by their nature would be intended to be applicable following any such expiration or termination. Failure to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition of this Agreement or the right to subsequently enforce such term or condition in the future. No waiver, by either Party, of any provision of this Agreement shall, in any event, become effective unless the same shall be in writing and such waiver shall be effective only in the specific instance described and for the purpose for which the waiver is given. 16. Entire Agreement This Agreement together with each Schedule, Exhibit and Side Letters and Attachment attached hereto or thereto, constitute the entire agreement between the Parties and supersedes any and all prior or contemporaneous oral and written communications, understandings or agreements relating to the subject matter hereof. 17. APPLICABLE LAW AND SETTLEMENT OF DISPUTES 1. This Agreement and the rights and obligations of the Parties hereunder shall be construed and interpreted in accordance with Indian Substantive and Procedural law, applicable to Agreements made and to be performed entirely therein. 2. All disputes between Parties shall be subject to exclusive jurisdiction of the courts of Vadodara, Gujarat, India only. The Parties shall attempt in good faith to resolve any dispute, difference or claim arising out of or in relation to this Agreement through mutual discussion. In case it is not resolved within thirty (30) days from receipt of the written notice (setting out the dispute or claim) by the other Party, the complaining Party may issue a notice of reference, invoking settlement of such dispute through Arbitration. 23rd September, 2021 8 3. Arbitration: Any and all disputes ("Disputes") arising out of or in relation to or in connection with this Agreement between the Parties or relating to the performance or non-performance of the rights and obligations set forth herein or the breach, termination, invalidity or interpretation thereof shall be referred for arbitration in Vadodara, Gujrat, India in accordance with the terms of Indian Arbitration and Conciliation Act, 1996 or any amendments thereof. The language used in the arbitral proceedings shall be English. Arbitration shall be conducted by a sole Arbitrator, who shall be jointly appointed by the Parties through a procedure wherein the Company shall suggest three names of arbitrators by notice of 15 days period to the PREPCOM and the PREPCOM shall select one of them as sole arbitrator and shall inform its/his choice within 15 days from date of receipt such notice and in event of failure on part of the PREPCOM to select any one arbitrator, the Company shall have right to select one of them and shall be binding to the PREPCOM. The arbitral award shall be in writing and shall be final and binding on each Party and shall be enforceable in any court of competent jurisdiction. 18. Publicity During the term of this Agreement, the Company may use the PREPCOMs’ logo on the Cliental/PREPCOM Relationships page of Company’ web-site, in Company’ corporate brochure, in Company collaterals and in Company’ annual report. 19. FORCE MAJEURE Except as provided herein, no Party shall be liable to the other for any delay in the performance or any non-performance of any of its obligations under the present Agreement (and shall not be liable for any loss or damages caused thereby), where the same is occasioned by any cause, which is beyond control of the Parties to the present Agreement including but not limited to an Act of God; such as flood, lightning, earthquake, fire, explosion, inundation, epidemic, sabotage, equipment failure as a result of an event of Force Majeure, civil disturbance, war, strikes involving the employees of the Parties, which prohibits performance of the obligations hereunder. In event of occurrence of any event as mentioned in this Article, the Party claiming Force Majeure shall use all reasonable efforts to continue to partially perform its obligations hereunder, as far as possible and to mitigate the effect of such event of Force Majeure expeditiously and diligently. Provided that, nothing in this Clause shall excuse any payments obligations under this Agreement. 20. ACKNOWEDGEMENT BY PREPCOM The PREPCOM specifically acknowledges that: 1. The PREPCOM has sought its independent Legal Advice prior to the signing of this Agreement and has not relied only on promises, representations or Agreements about the Company or the system not expressly contained in this Agreement in making its decision to sign this Agreement. The Company and its representatives have not made any promises, representations or Agreements, oral or written, except as expressly contained in this Agreement. 2. The PREPCOM has read and clearly understood this Agreement and had ample opportunity to consult with an Attorney and other business advisors and thereafter the PREPCOM’s own willingness and without any fear, force, undue influence has chosen the potential benefits and risks of entering into this Agreement.