CLIENT HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS. CYBERPICKLE PROVIDES ITS SERVICES AND DELIVERABLES TO CLIENT SOLELY UPON THE CONDITION THAT CLIENT ACCEPTS ALL THE TERMS AND CONDITIONS CONTAINED HEREIN. BY SIGNING ANY ACCEPTANCE DOCUMENTS (AS DEFINED BELOW) INTO WHICH THESE TERMS AND CONDITIONS ARE INCORPORATED, CLIENT IS CONSENTING TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN AND UNDERTAKING TO COMPLY THEREWITH.
As used herein and throughout the Agreement:
Acceptance Documents means any proposal for Services, estimate for Services, online form with respect to Services, or other document signed or agreed upon in writing by each party’s duly authorized representatives for the purchase by Client of Services and Deliverables, and/or correspondence between the Client’s authorized representative and CyberPickle offering and accepting the Services and Deliverables, all of which are incorporated by reference into this Agreement.
Agreement means these general terms and conditions, any and all Acceptance Documents and any exhibits, schedules, attachments or Change of Scope Orders thereto.
Change of Scope Order means a change to the scope of the Project requested by Client.
Client means the purchaser of Services and Deliverables pursuant to the Acceptance Documents.
Client Data means all electronic data or information submitted by Client to CyberPickle and stored in connection with the provision of Services to Client.
Client Materials means all documents, applications, software, Client Data, content, designs, drawings and other material provided by Client for use in the preparation of and/or incorporation into theDeliverables.
Confidential Information has the meaning ascribed thereto in Section 6.
Deliverables means all tangible, measurable or specific items to be delivered by CyberPickle to Client in connection with the Project under Acceptance Documents.
Disclosing Party has the meaning ascribed thereto in Section 6.
Force Majeure Event has the meaning ascribed thereto in Subsection 12.6.
Intellectual Property means any inventions, works of authorship, reports, technological components, tools, source code, methods or other developments, together with any patents, trade secrets, copyrights, trademarks, or any other intellectual property rights in or to any of the foregoing.
Project means the scope and purpose of the Services and Deliverables as described in the Acceptance Documents.
Receiving Party has the meaning ascribed thereto in Section 6.
Services means the development services applied to non-fungible token projects and smart contracts on the Cardano blockchain provided to Client by CyberPickle pursuant to the terms hereof and as described and otherwise further defined in the Acceptance Documents.
CyberPickle means CyberPickle Inc. and/or any of its affiliated entities, as applicable.
Third Party Materials means proprietary third-party materials which are incorporated into the Deliverables or required to deliver the Services, including without limitation third-party software.
TERM AND TERMINATION
Term. Unless otherwise provided in the Acceptance Documents, this Agreement shall commence upon the date of acceptance by CyberPickle of the Acceptance Documents and shall remain effective until the Services and Deliverables are completed and delivered or until this Agreement is terminated in accordance with the terms hereof.
Termination for Convenience. Subject to Subsection 3.2, unless otherwise provided in the Acceptance Documents, this Agreement may be terminated without cause at any time for any reason (i) by mutual agreement between the parties or (ii) by any party with five (5) days’ prior written notice.
Termination for Cause.This Agreement may be terminated at any time by any party effective immediately if:
any party becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors;
any party breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within 10 days from receipt of written notice of suchbreach; or
CyberPickle determines, in its sole and absolute discretion, that any Deliverables or Services requested by Client could be construed as involving the issuance of securities.
Compensation Following Termination. In the event of termination, CyberPickle shall be compensated for the Services and Deliverables provided through the date of termination in the amount of the fees for work performed by CyberPickle as of the date of termination, and Client shall pay all expenses, fees, out of pockets together with any additional costs incurred through and up to, the date of termination in accordance with Section 3.
FEES AND CHARGES
Fees.In consideration of the Services and Deliverables to be provided by CyberPickle, Client shall pay to CyberPickle fees in the amounts and according to the applicable Acceptance Documents and all applicable sales, use or value-added taxes, even if calculated or assessed subsequent to the payment.
No Refund. All fees payable by Client under this Agreement are non-refundable and cannot be withheld or offset, except as otherwise explicitly stated in the applicable Acceptance Documents.
Invoices.All invoices are payable in the amounts and according to the applicable Acceptance Documents. Service charges of 1.5% per month are due and payable by Client on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. CyberPickle reserves the right to withhold delivery of Services and any transfer of ownership of any Deliverables ifaccounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstandingadditional costs, taxes, expenses, fees, charges and the costs of Change of Scope Orders.
Taxes.Client shall be responsible to pay any government-imposed taxes or charges for the sale or use of goods and/or services. If CyberPickle has the legal obligation to pay or collect taxes for which Client is responsible, the appropriate amount shall be invoiced to and paid by Client unless Client provides CyberPickle with a valid tax exemption certificate authorized by the appropriate taxing authority.
Expenses. Client shall pay CyberPickle for all approved expenses incurred in connection with the Services and Deliverables under this Agreement, which approval shall not be unreasonably withheld.
SERVICES AND DELIVERABLES
Acceptance Documents.CyberPickle shall provide Client with the Services and Deliverables as described in the Acceptance Documents, agreed upon by the parties and subject to the terms and conditions set forth in this Agreement. The Acceptance Documents shall include at a minimum a listing of all Deliverables to be provided, the term during which the Services shall be provided and the fees and/or hourly rate to be paid by Client. The Acceptance Documents for each Project will be considered a separate agreement, which incorporates these general terms and conditions, and the Services and Deliverables to be provided thereunder will form part of the Services and Deliverables governed by this Agreement. Any reference to this Agreement shall include any Acceptance Document which has not yet been terminated.
Change of Scope Order.Client may initiate a change to the scope of the Project by notifying CyberPickle of a Change of Scope Order in writing. In the event of a Change of Scope Order, CyberPickle may, in its sole discretion, suspend the provision of Services and Deliverables until a definitive agreement between the parties has been reached with respect to such Change of Scope Order and the fees related thereto. CyberPickle may extend or modify any delivery schedule or deadlines in the applicable Acceptance Document as may be required by such Change of Scope Order. The agreed-upon changes, including fees, will be reflected in the Change of Scope Order, which will be signed or agreed upon in writing by the authorized representatives of both parties and shall constitute an amendment to the applicable Acceptance Document.
Timing. CyberPickle will prioritize the performance of the Services as may be necessary or as identified in the Acceptance Documents and will undertake commercially reasonable efforts to perform the Services and deliver Deliverables within the time(s) identified in the Acceptance Documents. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables orally or in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to CyberPickle. CyberPickle shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that CyberPickle’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Acceptance Documents andthat any delays in Client’s performance or any Change of Scope Orders may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of anyterm, condition or CyberPickle’s obligations under this Agreement.
Testing and Acceptance. Client, within 2 business days of receipt of each Deliverable, shall notify CyberPickle, orally or in writing, of any failure of such Deliverable to comply with the specifications set forth in the applicable Acceptance Documents, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction, change or amendment, and CyberPickle will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted.
RELATIONSHIP BETWEEN THE PARTIES
Independent Contractor.CyberPickle is an independent contractor. CyberPickle shall provide the Services and Deliverables under the general direction of Client, but CyberPickle shall determine, in CyberPickle’s sole discretion, the manner and means by which the Services and Deliverables are performed and delivered. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
Subcontractors.CyberPickle, in providing Services and Deliverables to Client, shall be entitled to engage and use its employees, consultants and subcontractors to delegate the performance of any portion of the Services without the prior consent of Client. CyberPickle accepts full and total responsibility for any acts or omissions of such employees, consultants and subcontractors in connection with obligations related to the provision of Services and Deliverables under this Agreement.
No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. CyberPickle shall be entitled to offer and provide services to others that may be considered competitive, to solicit other clients and otherwise advertise the services offered by CyberPickle.
Confidential Information.Each party acknowledges that in connection with this Agreement one party (the “Receiving Party”) may receive certain confidential or proprietary technical and business information and materials (“Confidential Information”) of the other party (the “Disclosing Party”). Each party and its employees, agents and subcontractors shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under this Agreement. Confidential Information shall not include any information that is (i) already in the possession of or is independently developed by the Receiving Party without the use of or reference to the Confidential Information, (ii) in the public domain or becomes publicly known through no fault of the Receiving Party, (iii) or is otherwise properly received from a third party without an obligation of confidentiality. Either party may disclose Confidential Information on to its affiliates, directors, officers, agents, employees, contractors, consultants, advisors and service providers who have a need to know to such Confidential Information and who are bound by confidentiality obligations at least as restrictive as those in this Section 6.
Compulsory Disclosure. If the Receiving Party or anyone to whom it discloses the Confidential Information receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena or other order issued by a court of competent jurisdiction or by a government agency, the Receiving Party shall, to the extent legally permissible: (i) promptly notify the Disclosing Party of the existence, terms, and circumstances surrounding such a request; (ii) consult with the Disclosing Party on the advisability of taking steps to resist or narrow that request; (iii) if disclosure of that Confidential Information is required, furnish only such portion of the Confidential Information as the Receiving Party is advised by its counsel is legally required to be disclosed; and (iv) cooperate with the Disclosing Party, at the Disclosing Party’s expense, in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is required to be disclosed. Disclosure pursuant to law or government authority order that meets the requirements of this paragraph will be deemed an authorized disclosure.
Return of Confidential Information. At the request of the Disclosing Party, and except for such copies as the Receiving Party is required to retain pursuant to applicable law or regulation or internal record retention policy, the Receiving Party shall:
return to the Disclosing Party any and all of the Disclosing Party’s Confidential Information;
destroy any and all other copies, information or materials in whatever form or media pertaining to such Confidential Information and/or its use or application; and
provide the Disclosing Party a written certification that all such Confidential Information and other information, copies, derivatives and materials pertaining thereto have been returned to the Disclosing Party or destroyed in accordance with the terms of this Section 6.3.
Equitable Relief.The Receiving Party acknowledges that any disclosure or threatened disclosure of Confidential Information in violation of this Agreement would be detrimental to the Disclosing Party’s business and the Disclosing Party shall be entitled, without waiving any other rights or remedies, to equitable relief, including injunctions.
Client Materials. Client Materials shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all rights in connectiontherewith. Client hereby grants to CyberPickle a nonexclusive, non-transferable license to use, reproduce, modify, display and publish the Client Materials solely in connection with CyberPickle’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.
Prior Intellectual Property Rights. Each party will retain all right, title and interest in and to its Intellectual Property developed prior to or independently of this Agreement, as well as any developments or improvements therein. CyberPickle will retain all right, title and interest in and to all technological components, tools and source code developed in connection with the Services and Deliverables, together with any intellectual property rights therein. Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify any Intellectual Property of CyberPickle.
Third Party Materials.All Third Party Materials are the exclusive property of their respective owners. In the event Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of Third Party Materials, Client hereby indemnifies, saves and holds harmless CyberPickle from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to Third Party Materials included in the Deliverables.
Right to Deliverables. Upon completion of the Services, and expressly subject to full payment of all fees, costs and expenses due, CyberPickle hereby assigns to Client all right, title and interest, including without limitation copyright and other intellectual property rights, in and to the Deliverables. CyberPickle agrees to reasonably cooperate with Client and shall execute any additional documents reasonably necessary to evidence such assignment.
Ownership of Client Data. All title and intellectual property rights in and to the Client Data is owned exclusively by Client. Client acknowledges and agrees that in connection with the provision of the Services, CyberPickle may store and maintain Client Data for a period of time consistent with CyberPickle’s standard business processes for the Services. Client grants CyberPickle the right to host, use, process, display and transmit Client Data to render the Services pursuant to and in accordance with this Agreement and the applicable Acceptance Documents. Client has sole responsibility for the hosting and for the accuracy, quality, integrity, legality, reliability, stability, availability and appropriateness of Client Data, and for obtaining all rights related to Client Data required by CyberPickle to perform the Services.
Transmission of Data. Client understands that the technical processing and transmission of Client Data is fundamentally necessary to the rendering of Services. Client expressly consents to CyberPickle’s use of Client Data as needed to provide Services hereunder and as described in any applicable Acceptance Document, and Client acknowledges and understands that Client Data will involve transmission over the internet, and over various networks, which may be owned and/or operated by third party providers. Client further acknowledges and understands that Client Data may be accessed by unauthorized parties when communicated across the internet, network communications facilities, telephone or other electronic means. CyberPickle is not responsible for any Client Data which is delayed, lost, altered, intercepted or stored during the transmission or migration of any data whatsoever across networks not owned and/or operated by CyberPickle, including, but not limited to, the internet and Client’s local network.
REPRESENTATIONS AND WARRANTIES
By Client. Client represents, warrants and covenants to CyberPicklethat:
Client has the full right and capacity to enter into this Agreement, to grant the rights and licenses granted hereunder and to perform its obligations hereunder;
Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Materials;
Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials;
Client shall comply with all applicable laws, including, without limitation, securities laws and anti-money laundering laws, and all Services and Deliverables requested does not and will not result in a breach of applicable laws; and
None of the Services and Deliverables requested by Client involves, or could be construed as involving, the issuance of securities.
By CyberPickle. CyberPickle hereby represents, warrants and covenants to Clientthat:
CyberPickle is a validly existing corporation or entity and has the full corporate right and capacity to enter into this Agreement, to grant the rights and licenses granted hereunder and to perform its obligations hereunder;
CyberPickle will provide the Services and Deliverables identified in this Agreement in a professional and workmanlike manner.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, SERVICES AND DELIVERABLES ARE PROVIDED TO CLIENT “AS IS” AND “AS AVAILABLE.” CLIENT BEARS THE RISK OF USING DELIVERABLES AND THE LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF SUCH DELIVERABLES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CYBERPICKLE DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS, WHETHER ORAL OR WRITTEN, INCLUDING ANY IMPLIED WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, PERFORMANCE AND NON-INFRINGEMENT. CYBERPICKLE SPECIFICALLY DISCLAIMS ANY IMPLIED OR EXPRESS WARRANTY, REPRESENTATION, GUARANTEE OR CONDITION THAT ANY OF THE DELIVERABLES WILL MEET CLIENT’S REQUIREMENTS. CYBERPICKLE SHALL NOT BE RESPONSIBLE FOR ANY ACTS OR OMISSIONS OF CLIENT’S officers, directors, employees, contractors, subcontractors, Affiliates, advisors and agents. Cyberpickle disclaims all liability, whatsoever, for any damage or interruptions caused by any computer viruses or other malicious code that may affect client’S computer or other equipment, or any phishing, spoofing, any security incident, cyber-attack or other attack. cyberpickle disclaims all responsibility for delays or loss incurred as a result of a Handling error in the initiation of any transaction, AN INCORRECT BLOCKCHAIN DESTINATION BEING ENTERED, EITHER BY CLIENT OR CYBERPICKLE and CYBERPICKLE haS no obligation to assist in the remediation of such transactions.
INDEMNIFICATION AND LIABILITY
By Client. Client agrees to indemnify, save and hold harmless CyberPickle from any and all damages, liabilities, costs, losses or expenses, including attorney fees, arising out of any claim, demand or action resulting from or otherwise related to (a) infringement or misappropriation of Third Party Materials arising solely from the use or modification of the Client Materials by CyberPickle pursuant to and as required by the applicable Project as described in the Acceptance Documents, including, without limitation, generating derivative works therefrom, and (b) Client’s breach of any of its responsibilities, obligations, covenants, representations or warranties under this Agreement.
Limitation of Liability.NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL ANY PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, DELIVERABLES OR SUBSEQUENT MODIFICATIONS TO SUCH SERVICES AND DELIVERABLES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS OR DAMAGES ARISING FROM LOSS OF USE OR REVENUE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, CYBERPICKLE’S TOTAL AGGREGATE LIABILITY TO CLIENT FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, DELIVERABLES OR SUBSEQUENT MODIFICATIONS TO THE SERVICES AND DELIVERABLES, SHALL IN NO EVENT EXCEED THE AMOUNT PAID OR PAYABLE TO CYBERPICKLE BY CLIENT DURING THE TWELVE (12) MONTHS PRECEDING A CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF TWO OR MORE CLAIMS WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF CYBERPICKLE’S PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT IS PREVENTED OR DELAYED BY AN ACT OF OMISSION OF CLIENT, CYBERPICKLE SHALL NOT BE DEEMED IN BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE BE LIABLE FOR ANY COSTS, CHARGES OR LOSSES SUSTAINED OR INCURRED BY CLIENT, IN EACH CASE, TO THE EXTENT ARISING DIRECTLY OR INDIRECTLY FROM SUCH PREVENTION OR DELAY.
Entire Agreement. This Agreement incorporates by reference all Acceptance Documents, including but not limited to all Acceptance Documents, any Change of Scope Order and these general terms and conditions. This Agreement shall supersede all previous statements of work, both oral and written, negotiations, representations, commitments, writing, agreements and all other communications between the parties. The obligations of both parties under this Agreement shall continue with any successors (including successors by way of amalgamation) or permitted assigns.
Conflicting Terms.In the event of a conflict between any binding agreements or instruments entered into between the parties, the order of precedence shall be as follows: A) Acceptance Documents; and B) these general terms and conditions.
Publicity.Client permits CyberPickle to refer to Client as its customer and to use Client’s name and/or logo for advertising and publicity purposes.
Waiver. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any otherbreach.
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is heldinvalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
Notices. All notices to be given hereunder shall be transmitted in writing and shall be sent to the addresses identified in the Acceptance Documents or last known to the parties, unless notification of change of address is given in writing.
No Assignment. Client may not assign, transfer or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of CyberPickle.
Force Majeure. CyberPickle shall not be deemed in breach of this Agreement if CyberPickle is unable to complete the Services or delivery the Deliverables or any portion thereof by reason of fire, earthquake, pandemic, labor dispute, act of God or public enemy, war, or any local, provincial, federal or international law, governmental order or regulation or any other event beyond CyberPickle’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, CyberPickle shall give notice to Client of its inability to perform or of delay in completing the Services and Deliverables and shall propose revisions to the schedule for completion of theServices and Deliverables.
Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration in accordance with the Code of civil procedure (Quebec), or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the courts located in the Province of Quebec. The parties hereby waive any jurisdictional or venue defenses available to them. Client acknowledges that CyberPickle will have no adequate remedy at law in the event Client uses the Deliverables in any way not permitted hereunder, and hereby agrees that CyberPickle shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.
Survival. Any sections of this Agreement which, by their nature, should reasonably survive termination of this Agreement, including without limitation Sections 6, 7, 8, 10, 11 and 12 shall survive termination of this Agreement.
Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legaleffect.
Language.The parties declare that they have requested and do hereby confirm their request that this Agreement, and related documents, be in English. Les parties déclarent qu'elles ont exigé et par les présentes confirment leur demande que le présent contrat ainsi que les documents qui s'y rattachent soient rédigés en anglais.