Each party (as "Disclosing Party") may disclose Confidential Information to the other party (as "Receiving Party") in connection with this Agreement. "Confidential Information" means all information, whether written, oral or in electronic form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. The Receiving Party shall hold all Confidential Information in strict confidence and shall not disclose it to any third party without the prior written consent of the Disclosing Party, except to its employees, agents and professional advisers who have a need to know and are bound by obligations of confidentiality no less onerous than those set out herein. The Receiving Party shall use the Confidential Information solely for the purposes of performing its obligations under this Agreement. These obligations shall not apply to information that is or becomes publicly available through no fault of the Receiving Party, was already in the Receiving Party's lawful possession, or is required to be disclosed by law or by any court of competent jurisdiction. This clause shall survive termination or expiry of this Agreement for a period of five (5) years. Nothing in this clause shall limit any rights or remedies available under the common law of England and Wales, including the equitable remedy of injunction.

The Recipient acknowledges that in the course of this Agreement, the Discloser may disclose Confidential Information to the Recipient. "Confidential Information" means all information of a confidential nature disclosed by the Discloser, whether orally, in writing or by any other means, including but not limited to trade secrets, know-how, business plans, customer lists, financial information and technical data. The Recipient shall treat all Confidential Information as strictly confidential and shall not, without the prior written consent of the Discloser, disclose it to any person other than its officers, employees and professional advisers who need to know for the purposes of this Agreement and who are bound by written confidentiality undertakings. The Recipient shall not use any Confidential Information for any purpose other than the performance of its obligations under this Agreement. The Recipient shall promptly return or destroy all Confidential Information (including all copies) upon written request of the Discloser or upon termination of this Agreement. This clause shall survive the termination of this Agreement and shall continue in full force and effect for a period of three (3) years, or indefinitely in respect of trade secrets as recognised under English law.

Subject to the provisions of this clause, the total aggregate liability of each party arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid or payable under this Agreement in the twelve (12) months immediately preceding the date on which the claim arose. Neither party shall be liable for any indirect, special, incidental or consequential loss or damage, including but not limited to loss of profits, loss of revenue, loss of business, loss of data, or loss of anticipated savings, howsoever arising. Nothing in this Agreement shall limit or exclude either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded by applicable law, including liability under section 2(1) of the Unfair Contract Terms Act 1977.

Subject to this clause, the total aggregate liability of each party under or in connection with this Agreement shall not exceed the total fees paid or payable under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for any indirect, consequential, special or incidental loss or damage. Notwithstanding the foregoing limitations, either party's liability shall be unlimited in respect of: (a) infringement or misappropriation of the other party's intellectual property rights (including rights protected under the Copyright, Designs and Patents Act 1988); (b) breaches of confidentiality obligations or data protection obligations under UK GDPR and the Data Protection Act 2018; (c) wilful misconduct, fraud or fraudulent misrepresentation; and (d) death or personal injury resulting from negligence. This clause represents the entire financial liability of each party and, except as expressly stated, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from a Force Majeure Event. A "Force Majeure Event" means any event beyond the reasonable control of the affected party, including but not limited to: acts of God, flood, earthquake, fire, epidemic or pandemic, war, armed conflict, terrorist attack, civil unrest, strikes or industrial action (other than of the affected party's own employees), action or omission of government or regulatory authority, sanctions, embargoes, failure of third-party telecommunications or power supply, and cyberattack. The affected party shall give prompt written notice to the other party of the Force Majeure Event and shall use all reasonable endeavours to mitigate its effects and resume performance. If the Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement by giving thirty (30) days' written notice to the other party.

Neither party shall be in breach of this Agreement or liable for any failure or delay in performing its obligations where such failure or delay results from a Force Majeure Event. A "Force Majeure Event" means any event beyond the reasonable control of the affected party, including acts of God, natural disaster, epidemic or pandemic, war, armed conflict, terrorist attack, civil unrest, sanctions, governmental restrictions, failure of utilities or telecommunications, cyberattack, or any analogous event. The affected party shall: (a) give written notice to the other party as soon as reasonably practicable, specifying the nature of the Force Majeure Event and its expected impact; (b) use all reasonable endeavours to mitigate the effect of the event and resume performance; and (c) provide regular written updates on the status of the Force Majeure Event. Obligations affected by the Force Majeure Event shall be suspended for the duration of the event. If the Force Majeure Event continues for ninety (90) or more consecutive days, either party may terminate this Agreement immediately by written notice. Upon such termination, neither party shall have any further liability except for obligations accrued prior to the Force Majeure Event, including the obligation to pay for services already rendered.

Either party may terminate this Agreement at any time without cause by giving the other party not less than thirty (30) days' prior written notice. Upon expiry of the notice period, this Agreement shall terminate and neither party shall have any further obligations hereunder, save for: (a) the obligation to pay all fees and expenses accrued and due up to the date of termination; (b) the obligations under the confidentiality, limitation of liability, and intellectual property clauses, which shall survive termination; and (c) any other provisions which by their nature are intended to survive termination. The terminating party shall not be required to give reasons for termination under this clause. Any work in progress at the date of termination shall be delivered to the other party in its then-current state, and payment shall be made for all work completed and accepted up to the termination date.

Either party may terminate this Agreement with immediate effect by giving written notice to the other party if: (a) the other party commits a material breach of any term of this Agreement and, where such breach is capable of remedy, fails to remedy that breach within thirty (30) days of receipt of written notice specifying the breach and requiring it to be remedied; (b) the other party becomes insolvent, enters administration, goes into liquidation (other than for the purpose of a bona fide solvent restructuring), has a receiver or administrative receiver appointed over all or any part of its assets, enters into a company voluntary arrangement, or undergoes any analogous event under the Insolvency Act 1986; or (c) the other party ceases, or threatens to cease, to carry on its business. Upon termination for cause, the non-breaching party shall be entitled to exercise any rights and remedies available to it at law or in equity, including the right to claim damages for losses suffered.

The Contractor hereby assigns to the Client, with full title guarantee, all right, title and interest in and to all Intellectual Property Rights in the Work Product created under this Agreement, including all present and future copyright, design rights, database rights, patents and trade marks, throughout the world for the full term of such rights, including all renewals, reversions and extensions. "Work Product" means all materials, deliverables, works, inventions, designs, data, code and documentation created by the Contractor in the performance of this Agreement. The assignment includes the right to sue for past infringement. To the extent that any Intellectual Property Rights are not assignable by operation of law, the Contractor grants the Client an exclusive, irrevocable, perpetual, worldwide, royalty-free licence to use, modify, adapt and sublicence such rights. The Contractor waives all moral rights in the Work Product to the fullest extent permitted by the Copyright, Designs and Patents Act 1988. The Contractor shall execute all documents and do all things necessary to give effect to this assignment.

The Contractor retains all right, title and interest in and to the Intellectual Property Rights in the Work Product. The Contractor hereby grants the Client a non-exclusive, irrevocable, perpetual, worldwide, royalty-free licence to use, copy, modify, adapt, distribute, display and perform the Work Product for the Client's internal and external business purposes. "Work Product" means all materials, deliverables, works, designs, data, code and documentation created under this Agreement. The licence includes the right to sublicence to the Client's affiliates, successors and assigns. The Contractor retains the right to use the Work Product for other clients and for the Contractor's portfolio purposes, provided that no Confidential Information of the Client is disclosed. All Intellectual Property Rights in the Contractor's pre-existing materials and tools shall remain vested in the Contractor, and the Client is granted a non-exclusive licence to use such materials solely as incorporated in the Work Product.

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party"), its officers, directors, employees and agents from and against all claims, demands, actions, losses, damages, costs, charges, liabilities and expenses (including reasonable legal fees) arising out of or in connection with: (a) any breach of this Agreement by the Indemnifying Party; (b) any negligent or wrongful act or omission of the Indemnifying Party or its personnel in connection with the performance of this Agreement; and (c) any infringement of third-party intellectual property rights caused by the Indemnifying Party. The Indemnified Party shall give prompt written notice of any claim, allow the Indemnifying Party to control the defence and settlement of the claim, and provide reasonable cooperation at the Indemnifying Party's expense. This indemnity is subject to the limitations of liability set out elsewhere in this Agreement, except in cases of fraud or wilful default.

The Service Provider shall indemnify, defend and hold harmless the Client, its officers, directors, employees and agents from and against all claims, demands, actions, losses, damages, costs, charges, liabilities and expenses (including reasonable legal fees and costs) arising out of or in connection with: (a) any breach of this Agreement by the Service Provider; (b) any negligent, wrongful or wilful act or omission of the Service Provider, its employees, agents or subcontractors in the performance of services under this Agreement; (c) any infringement or alleged infringement of third-party intellectual property rights arising from the deliverables or services provided; and (d) any breach of applicable data protection legislation, including UK GDPR and the Data Protection Act 2018. The Client shall provide prompt written notice of any claim, permit the Service Provider to control the defence and settlement (provided no settlement involves admission of liability by the Client without its consent), and provide reasonable assistance at the Service Provider's cost.

During the term of this Agreement and for a period of twelve (12) months following its termination or expiry (the "Restricted Period"), the Restricted Party shall not, without the prior written consent of the other party, directly or indirectly carry on, be engaged in, be concerned with or provide services to any business which competes with the Business within the Territory. "Territory" means the United Kingdom and any other country in which the Business operates as at the date of termination. "Business" means the business carried on by the other party as described in this Agreement. The Restricted Party acknowledges that: (a) the restrictions in this clause are reasonable and necessary for the protection of the legitimate business interests of the other party; (b) the restrictions are no wider than is reasonably necessary; and (c) if any restriction is found to be void or unenforceable but would be valid if some part of it were deleted or its scope reduced, the restriction shall apply with such modification as may be necessary to make it valid and enforceable. This clause does not prevent the Restricted Party from holding shares not exceeding 5% of the issued share capital of a publicly listed company.

During the term of this Agreement and for a period of twelve (12) months following its termination or expiry, neither party shall, without the prior written consent of the other party, directly or indirectly solicit, entice away, hire or attempt to hire any employee, officer, director, agent or contractor of the other party who was involved in the performance or receipt of services under this Agreement. This restriction applies to any person who was employed or engaged by the other party at any time during the twelve (12) months immediately preceding termination. For the avoidance of doubt, this clause does not restrict a party from hiring any person who responds to a bona fide general advertisement or recruitment campaign not specifically targeted at employees of the other party. If any element of this restriction is found to be void or unenforceable, it shall be severed or read down to the minimum extent necessary to make it valid and enforceable under English law.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement. Nothing in this clause shall limit the right of either party to seek interim or injunctive relief from any court of competent jurisdiction. Each party irrevocably waives any objection it may have to the venue of any proceedings and any claim that proceedings have been brought in an inconvenient forum. Service of process may be effected by any method permitted under the Civil Procedure Rules.

Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, breach or termination, shall be referred to and finally resolved by arbitration administered by the London Court of International Arbitration (LCIA) under the LCIA Arbitration Rules in force at the time of filing. The seat of arbitration shall be London, England. The tribunal shall consist of a sole arbitrator appointed in accordance with the LCIA Rules. The language of the arbitration shall be English. The arbitral award shall be final and binding on the parties and may be enforced in any court of competent jurisdiction. The arbitrator shall have the power to award costs, including reasonable legal fees. Nothing in this clause prevents either party from seeking interim or injunctive relief from the courts of England and Wales.

Where the Processor processes Personal Data on behalf of the Controller in the performance of this Agreement, the Processor shall: (a) process the Personal Data only on documented instructions from the Controller, including with regard to transfers to a third country, unless required to do so by UK law, in which case the Processor shall inform the Controller of that legal requirement before processing; (b) ensure that persons authorised to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; (c) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, as required by Article 32 of the UK GDPR; (d) not engage another processor without the prior written authorisation of the Controller, and where sub-processing is authorised, impose equivalent data protection obligations; (e) assist the Controller in responding to data subject requests under Articles 15-22 of the UK GDPR; (f) assist the Controller in ensuring compliance with Articles 32-36 of the UK GDPR; (g) at the Controller's choice, delete or return all Personal Data upon termination; and (h) make available to the Controller all information necessary to demonstrate compliance and allow for audits.

The Processor shall notify the Controller without undue delay and in any event within seventy-two (72) hours of becoming aware of a Personal Data Breach, as defined in Article 4(12) of the UK GDPR. The notification shall include: (a) a description of the nature of the breach, including the categories and approximate number of data subjects and records concerned; (b) the name and contact details of the data protection officer or other contact point; (c) a description of the likely consequences of the breach; and (d) a description of the measures taken or proposed to address the breach, including measures to mitigate its adverse effects. The Processor shall cooperate with the Controller and take such reasonable commercial steps as directed by the Controller to assist in the investigation, mitigation and remediation of the breach. The Processor shall document all breaches, including the facts, effects and remedial actions taken, to enable the Controller to comply with its obligations under Article 33 of the UK GDPR.

The Client shall pay the fees set out in this Agreement within thirty (30) days of the date of a valid invoice submitted by the Service Provider. Invoices shall be addressed to the Client at the billing address specified in this Agreement and shall contain sufficient detail to identify the services rendered. If the Client disputes any invoice in good faith, it shall notify the Service Provider in writing within fourteen (14) days of receipt, specifying the nature and amount of the dispute; undisputed amounts shall remain payable in accordance with this clause. If the Client fails to make payment by the due date, the Service Provider shall be entitled to charge interest on the overdue amount at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998, being the Bank of England base rate plus 8% per annum, calculated on a daily basis from the due date until the date of actual payment. The Service Provider may also claim fixed-sum compensation for debt recovery costs as provided by that Act. All amounts stated are exclusive of VAT, which shall be added at the prevailing rate where applicable.

The Client shall pay the fees in accordance with the milestone schedule set out in Schedule [X] to this Agreement. Upon completion of each milestone, the Service Provider shall deliver the relevant deliverable and issue a milestone completion notice. The Client shall review the deliverable within ten (10) business days and either accept the deliverable or provide written notice of reasonable rejection with specific details of the deficiencies. If the Client fails to respond within the review period, the milestone shall be deemed accepted. Upon acceptance (or deemed acceptance), the Service Provider shall issue an invoice for the milestone payment, which shall be payable within thirty (30) days. If the Client rejects a deliverable, the Service Provider shall remedy the deficiencies within a reasonable period and resubmit. Late payments shall attract interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. The final milestone payment shall not be due until final acceptance of all deliverables.