TERMS AND CONDITIONS

BY AND BETWEEN:

EOLIA SOFTWARE, a Limited Liability Company (LLC) duly organised and existing under the laws of France, with a capital of 58.000 euros, incorporated and registered in the Lyon Trade and Companies Register with company number 484141395 andwhose registered office is at 3, Square Averroes 69009 LYON.
(hereinafter designated as the “EOLIA”);
on the one hand,

AND

The Client having already concluded a Commercial offer or an Order form with EOLIA
(hereinafter designated as the “Client”);
on the other hand,

Hereinafter also individually referred to as « the Party » and collectively as « the Parties ».

1. RECITALS

The EOLIA company designs and edits SaaS solutions dedicated to two large processes for human ressources activities (HR): recruiting and talent management.

The Client wishes to benefit from the fuctionnalities of these HR software solutions.

The Client acknowledges having obtained any and all relevant information and advises following among others, the free demonstration that enabled him to ensure that these software solutions were consistent with its needs and activities.

WHEREBY IT IS AGREED as follows:

2. DEFINITIONS

The definitions and rules of interpretation in this article apply in this Agreement and the words in the singular shall include the plural and vice versa.

Anomaly: means any reproducible malfunction partly or wholly attributable to the Solution.
Blocking Anomaly: Anomaly rendering use of one or more of the functionalities impossible without the implementation of a bypass solution.
Major Anomaly: Anomaly rendering use of one or more of the functionalities impossible but a bypass solution can be implemented while the malfunction is definitively corrected.
Minor Anomaly: non blocking Anomaly but causing inconvenience with respect to a user-friendly operation of the concerned function which is subject to be replaced by an Update or a new Version.
Order form: means the document defining any additional subscriptions to a Service and/or a SaaS Service and/or any additional User if the Client has already signed a Commercial offer. The Order form is governed by the present Agreement. Failing the signature of a Commercial offer, the order form replaces such a Commercial offer according to the Agreement.
Agreement: means the contractual documents referred to under the article 4.
Specific developments: mean any program and/or software interface developed by EOLIA for Client’s needs which are not included in the Solution. They are developed on the basis of specifications drafted by the Client.
Data: mean any Client’s data and information treated by the Solution through the SaaS Services, including any personal data as of the French Act N°78-17 of 6 January 1978 on Information technology, Data files and Civil Liberties modified in 2004.
Update: mean any patch correcting the Solution as well as any minor functional evolution.
Module: means a range of operational functionalities of Solution that can be subscribed by the Client as listed under Annex 1.
Configuration: means any action, made by EOLIA or the Client that modifies the standard configuration of the Solution with respect to the Client’s needs but without any modification of the source code of the Solution.
Platform: means the hardware and software architecture that hosts Data and which is accessible to the User and provides the SaaS Services.
First level of Configuration: configuration of the recruiting area dedicated to the recruiter according to the Client’s answers to the predefined questionnaires.
Service: means any service provided by EOLIA with respect to the Solution and in particular but no limited to, training, Configuration or Specific developments in order to provide the SaaS Services.
Commercial offer: means the document signed by the Client before such Agreement be signed, and detailing the Services and SaaS Services that have been subscribed by the Client. This signed Commercial offer ascerts the Client’s approval of the terms of the Agreement.
Solution: means the software program edited by EOLIA, which may include several Modules.
Saas Services: mean the provision of the Solution under the SaaS mode and its maintenance in operational conditions as provided under the Commercial offer.
Ticket: means the registration of a support request and/or an Anomaly and the record of its associated handling and/or any use of the EOLIA phone support. The record of a Ticket remains accessible to the Client for a 12-month period from its closing.
User: means any physical person working on behalf of the Client whether or not as an employee, and being authorized to access the SaaS Services. The counting methods of the Users, whether they are nominated Users or counted as simultaneous connections are defined under the Commercial offer.
Version: means a functional or technological evolution of the Solution including any legal or regulatory evolutions.

3. PURPOSE

The purpose of this Agreement is to define the terms and conditions under which EOLIA performs the Services and provides the SaaS Services.

4. CONTRACTUAL DOCUMENTS

The documents governing the Agreement will be applied in decreasing order of precedence, as follows:
• The present terms and conditions,
• Annex 1: Commercial offer and its annexes, if any or otherwise, the Order form
• Annex 2: Client’s specifications

In the event of a conflict between the herabove documents, the higher rank documents shall prevail.
In the event of a conflict between a document and its annexes, the main document shall prevail.
Any modifications to the existing Agreement shall be agreed between the Parties through the execution of an amendment to this Agreement.

5. TERM

The Agreement shall enter into force on the date when the last of the two Parties sign and otherwise, on the date when the Client signs the Commercial offer or an Order form.
Except otherwise stated in the Commercial offer, the SaaS Services are concluded for a one-year initial period commencing on the date stated in article 6.6 and shall be automatically renewed for the same period at the end of the initial period or at the end of any renewed period, except in case of termination notified three (3) months before the end of the current period by a Party by registered letter with acknowledgement of receipt.

6. IMPLEMENTATION OF THE SAAS SERVICES

6.1. PRE REQUISITE

The Client ensures that the configuration of its own IT systems and the network environment conditions required for the Solution to properly functions are compliant with the EOLIA prerequisites mentioned in Annex 1.

For the duration of the Services, the Client shall maintain, on the one hand, a fixed telephone line to enable EOLIA to contact the Client for the execution of the Services and on the other hand, a network access to the Platform by electronical means in order to use the SaaS Services.

Any unavailability of the Client or its network or any network disruption with respect to the Services will delay EOLIA’s execution of the Services and affect the performance of the SaaS Services.

The Client shall use the Solution in accordance with its purpose and for its own needs and/or other beneficiaries’ needs as identified in the Commercial offer.

6.2. DUTY TO GIVE ADVICE

With respect to its duty to give advice, EOLIA reminds the Client that it shall:
• precisely evaluate its needs according to the functionalities of the Solution,
• search if the Solution’s functionalities comply with the results it contemplates

6.3. CONFIGURATION

Before implementing the SaaS Services and with respect to the subscribed Modules, the Solution may be configured:
• either by EOLIA,
• or by the Client, notably on the basis of tools and questionnaires that are predefined by EOLIA

The roles and obligations of each Party are detailed in the Commercial offer.

6.4. MIGRATION PROCESS

In the event, the implementation of the SaaS Services requires prior Data migration services, the Client is solely responsible for their performance and completeness.

6.5. OTHER SERVICES

These latter are executed according to the terms stated in the Commercial offer. To do so, the Client ensures it benefits from available and relevant resources required for the execution of the Services in compliance with the deadlines agreed between the Parties.

6.6. IMPLEMENTATION OF THE SAAS SERVICES

The SaaS Services starts when the Client is informed by electronical means that the First level of Configuration has been executed.
As a result, EOLIA creates the necessary number of access including login names and passwords, according to the agreed number of Users that are authorized to use the SaaS Services.

The Client may, at its sole option, modify the initially provided password(s).
In the event a password is lost, the Client can connect the Platform through the dedicated item called « Forgotten password » in order to reconnect its access.

EOLIA shall not be aware of the User’s passwords. The Client is entirely responsible for the access and use of the SaaS Services by the Users.

6.7. OBLIGATION OF FAITHFUL COLLABORATION

Each Party shall employ and provide a sufficient staff with adequate skills for the good performance of the Services.

Each Party shall disclose, as soon as it is aware and with relevant evidence, any information or event that may affect the execution of the Services and/or the SaaS Services.

In collaboration with the Client’s designated representative, the EOLIA designated representative shall evaluate the impact of any such communication and shall, when appropriate, provide the Client with action plan proposals and/or their financial consequences.

6.8. HOSTING

EOLIA shall not host any Data relating to the SaaS Services outside the European Union.

6.9. DATA DESTRUCTION

For security reasons, the Client acknowledges that in the event it had not terminated the Services whereas none of the Users have used the SaaS Services for a twelve (12) consecutive months period, EOLIA will destroy the Data subject to the SaaS Services.

7. SOFTWARE LEVEL OF SERVICES

7.1 CORRECTIVE MAINTENANCE OF THE SOLUTION

These Services include:
• corrections of the Anomalies or provision of a bypass solution
• provision of either online or by telephone support services relating to Anomalies that were encountered when the Solution operates
Where an Anomaly is detected, the Client shall, before calling for support, open a Ticket and precisely describe the Anomaly and the circumstances under which it arose.

EOLIA will then qualify the Anomaly in order to define its level of gravity and the applicable level of services.

Opening a Ticket may imply:
• a support by telephone
• a remote control of the Solution
• the implementation of a bypass solution
• the implementation of an Update or a New Version
• a treatment relating to the Client database

The Client recognizes that this Service shall not be considered as a Client’s training or a help for using the Solution.
In order to ensure the coordination of the communications relating to the execution of the SaaS Services, including the management of the Users, both Parties shall designate a representative having received a sufficient training.

The various deadlines that are applicable to the response and corrections of the Anomalies are stated in the Commercial offer.

7.2 EVOLUTIVE MAINTENANCE OF THE SOLUTION

In order to ensure continuous improvement of the Solution, EOLIA shall implement an Update and/or a new Version upon prior written notification.
In the event of a significant legal or regulatory reform impacting part or whole of the functionalities of the Solution, the implementation of a new Version may request the payment of additional fees for its use.
Furthermore, the Client acknowledges that the Solution functions with third parties’ software solutions, including internet browsers, that were previously certified by EOLIA.
Within this context, EOLIA will do its commercial reasonable efforts to render the Solution compatible with any new navigator or any evolution of a navigator. In the event the evolutions of previously certified navigators would limit certain functionalities of the Solution, EOLIA may suggest a bypass solution and/or the use of another navigator by the Client, while waiting for the edition of a new Version or an Update of its Solution and/or the correction of the third party navigator.

7.3 LIMITATION TO THE SERVICES

The occurrence of the following events will exempt EOLIA of its maintenance obligations and/or authorize EOLIA to further invoice in case it intervenes:
• a misuse of the Solution
• an Anomaly arising from a hardware or a software solution that was not provided under this Agreement
• Data loss not due to a fault of EOLIA
• negligence or mistakes made by users which led to the partial or wholly disruption of the Solution
• non implementation of a New Version according to the conditions herein defined
• Client’s Network communication modification

8. TECHNICAL LEVEL OF SERVICES

The Commercial offer defines the Platform’s availability rates for the SaaS Services. These availability rates are guaranteed except in case of planified maintenance operations, an update of a new Version and/or an immediate intervention due to a security hole.

The Client recognizes that the various internet networks and under networks capacities, as well as the influx of connections during certain times of the day may delay the information transmissions and exchanges.

As a result, EOLIA shall not be liable beyond its Platform’s IP routers with respect to any delay related to the exchange and transmission of the information by electronical means and/or the provision of the level of Services.

The Client recognizes and acknowledges that EOLIA shall not be liable for any suspension or disruption of the Services in the event they are due to Data that were infected by a virus or a malicious program or generated spams and that provided by the Client.

9. PARTIES’ OBLIGATIONS

9.1 EOLIA’S OBLIGATIONS

For the execution of the Services and the SaaS Services, EOLIA shall use its commercial reasonable efforts to:
• execute the Services according to the specifications and its Commercial offer within the mutually agreed deadlines
• execute its mission according to the existing standard, laws and regulations on the date of signature of the Agreement
• guarantee the compliance of its personal with the relevant social and fiscal regulations
• request any information necessary for the execution of the Services and the SaaS Services that might not be in its possession
• coordinate the potential different subcontractors activities which EOLIA ensures the full contractual liability
• control the execution of the Services and the SaaS Services and warn, if necessary, the Client against any difficulties it may encounter while executing the Services and the SaaS Services
• take all precautions in compliance with the standard of industry with respect to the services and the protection of the Data provided by the Client
• respect and make respect by its subcontractors the work schedules in force within the Client and/or its internal hygiene and safety policy, if the Services are to be executed on the Client’s premises

9.2 CLIENT’S OBLIGATIONS

The Client shall provide EOLIA with the information required for the execution of the Services and, more generally, work with EOLIA to ensure their execution.

Therefore, the Client shall:

• collaborate on the performance of the Agreement by providing any information with respect to any element related to the execution of the Services and/or the SaaS Services that it may be aware of,
• implement, by itself or upon EOLIA’s evidenced request, a qualified staff necessary for ensuring the execution of its obligations under this Agreement and for the proper performance of the Agreement,
• provide, where needed, sufficiently relevant and detailed information to be used by EOLIA for the execution of the Services and the SaaS Services,
• verify the accuracy of the information before being provided to EOLIA and remove any inconsistency mentioned by EOLIA according to the deadlines applicable to the SaaS Services,
• respect the mutually agreed deadlines and make respect the applicable deadlines when providing or when its subcontractors provide an opinion or an approval, upon EOLIA’s request according to the mutually agreed deadlines
• comply with the mutually agreed methodology defined under the Commercial offer.

10. INTELLECTUAL PROPERTY RIGHTS

The software, standard software, programs, development and analysis tools, work, inventions, distinctive marks, know how, methods, documents, data, databasis or documentation relating to these elements shall remain each Party’s ownership, whether they are used or implemented for the execution of the Services (these intellectual property rights and elements are together hereinafter referred to as the « Elements »).

A Party shall not by any means violate or question the other Party’s rights on these Elements.

10.1 SCOPE OF THE RIGHTS TO USE

EOLIA grants to the Client a personal, non-assignable and non-transferable, limited to the duration of the subscription to the SaaS Services and the number of Users stated in the Commercial offer, right for online use of the Solution.
The Client shall benefit from the same rights to use the implemented Updates and the new Versions.

10.2 INVENTIONS, CREATIONS, METHODS AND KWON HOW

Any invention, creation, discovery, methods, process and know how owned by a Party before the signature of this Agreement shall remain that Party’s sole ownership.

EOLIA shall not become the owner of the inventions, creations, discoveries, methods, process and know how existing prior to the performance of this Agreement.

10.3 WARRANTY

EOLIA warrants the Client against any third party claims with respect to the Solution’s intellectual property rights.
To do so, EOLIA declares owing the intellectual property rights on these third parties’ elements that authorizes it to execute this Agreement.

If the event the Client is subject to a claim or an action based on an intellectual property right of the Solution, it shall:
• notify EOLIA of such claim or action within a period of eight (8) days,
• call EOLIA in warranty and accept that EOLIA defends it from and against any such claim or action,
• agree that, at its own option, EOLIA requests for the withdrawal of the applicant, being in mind that the Client shall not pay for additional costs,
• collaborate with EOLIA and will let EOLIA control the defense and any settlement negotiation.

EOLIA undertakes to defend the Client from and against any claim or action and shall support the costs and/or indemnify the Client, according to the Agreement, from and against the costs and expenses incurred by or awarded against the Client by a final court judgement or by way of settlement to the extent previously approved in writing by EOLIA.

11. DATA

The Client is and remains the sole owner of all the Data used through the SaaS Services and is solely responsible of its own Data treatments.
EOLIA shall not be liable whether the contents treated by the Client through the SaaS Services are lawful.

The Client declares that it owns any rights, whether intellectual property rights or not, on the Data hosted within the framework of the SaaS Services which enables it to use the SaaS Services and commits not using the SaaS Services in breach with the law.

The Client releases EOLIA from any liability towards a third party in the event the Client breaches one of its obligations toward such a third party and guarantees therefore EOLIA in the event a claim or action is alleged against EOLIA.

In the event EOLIA is bothered due to this matter, EOLIA will notify the Client, which shall immediately take all proper actions to make cease the alleged trouble. The Client undertakes to defend EOLIA from and against any claim or action and shall fully indemnify and hold EOLIA harmless from and against any damages, costs (including all legal fees) and expenses incurred by or awarded against EOLIA by a court judgement as a result of any such Claim.

EOLIA is entitled to terminate the Agreement without paying any damages or indemnities, if a court judgement prohibits it from providing the Services and/or SaaS Services to the Client.

The Client is the « data controller » as defined under the French Act N°78-17 of 6 January 1978 and declares having fulfilled its declaration obligations with respect to the subscribed SaaS Services. EOLIA guarantees, as a data processor, that the Services are executed in compliance with the here said law.

EOLIA shall retain the Data in particular the Personal Data solely for the period of time necessary to execute the Services as stated under the Agreement or for any additional period of time required by law or agreed with the Client.

EOLIA shall not use Client’s Data, whether personal or anonymous, for another purpose than the execution of the Services.

12. FINANCIAL TERMS

12.1. AMOUNTS AND COSTS OF THE AGREEMENT

The SaaS Services costs are defined according to the number of Users. The Client shall pay for the SaaS Services according to the payment schedule stated in the Commercial offer.

The invoicing starts as soon as the SaaS Services are implemented.

The Services are payable according to the terms stated in the Commercial offer.

The invoicing takes into account any increase or decrease of the number of User as follows:

• in the event of additional User’s subscription, an invoice is issued within the month following the subscription of one or more additional Users in order to adjust the amounts on a pro rata basis taking into account the remaining period
• in the event of a decrease of the number of Users, the Client will receive a voucher for the sums paid which can be used against the next invoice.

With respect to the SaaS Services related to maintenance, the Client ensures, before opening a Ticket that it benefits from a positive balance under its available time credit.
The count of the consumption is stated on the Ticket record accessible to the Client on the Platform. The Client agrees and acknowledges that EOLIA is entitled to subject any treatment of a Ticket to the subscription of an additional time credit for support if the current balance is insufficient.

12.2. PAYMENT TERMS

The invoices issued by EOLIA shall be paid within thirty (30) days end of month, except in case of direct debit process or a cash payment.

In case of a late payment, interests for late payment on the sums due to EOLIA shall apply without further formality and without prior notification. The amount is equal to three (3) times the legal interest rate calculated from the date on which the invoice is due plus the payment of a 40 euro- fixed amount corresponding to recovery costs, as stated under to the existing applicable regulation.

In case of Client’s breach of the agreed payment schedule, EOLIA is entitled, after an unsuccessful notification sent by registered letter with acknowledgement of receipt, to suspend the Services and the SaaS Services and generally, suspend the execution of the Agreement until full payment and/or termination as of rights of the Agreement.

12.3. PRICE REVISION

The Services prices are revised once a year in January according to the following formula :

P=Po(S/So) Under which:
• Po is the basis price
• P is the revised price
• So is the Syntec index known on the date of signature and then on the date of first price revision
• S is the most recent Syntec index published on the price revision date

13. LIABILITY

The use of the Solution is at the Client’s own risks.

EOLIA shall only be held liable of direct damages, excluding any indirect damages such as commercial prejudices, lost of turnover, benefits, customers or potential gains, third party actions, inaccuracies or corrupted files, programs or data.

In the event EOLIA is held liable, EOLIA’s entire liability (for all events, in principal, interests and costs, on the basis of a final court judgment) is limited:

• for the SaaS Services, to the sums actually paid by the Client for the last six (6) months preceding the event giving rise to the damage,
• for the Services, to a sum equal to one hundred percent (100%) of the Services concerned by the damage.

These sums reflect the economical balance seeked by the Parties, which takes into account the nature and value of the services and the resulting limitation of liability.

EOLIA shall not be held liable after two (2) years following the event giving rise to the damage.

Furthermore, EOLIA shall not be held liable in case the Client refuses to subscribe to a New Version in the cases stated under article 7.2.

14. TERMINATION

14.1. TERMINATION FOR FAULT

Any litigation that may arise from the Agreement and which notably relate to its validity, its interpretation, its execution or its termination shall be notified to the other Party by registered letter with acknowledgement of receipt that precisely defines the grievance.

If no amicable settlement is reached within a one-month period from the date on which the notification is received and except a better agreement is concluded between the Parties, the Parties are entitled to terminate the Agreement.

14.2. TERMINATION DUE TO A FORCE MAJEURE EVENT

In the event a force majeure event as defined under article 16.4 lasts for six (6) months, each Party is entitled to terminate the Agreement without any prejudice.

14.3. CONSEQUENCES OF TERMINATION

In case the Agreement is terminated or expires, the Parties agree that they will execute their obligations arisen before or on the termination date, including the payment of the sums due to EOLIA by the Client on the effective termination date.

15. REVERSIBILITY

The reversibility aims at enabling the Client to recover its Data, if it wishes, and to continue the operations on the Data either internally by itself or by a third party.

The Client can request the reversibility solely if any invoices previously issued have been paid to EOLIA.

As a result, the Client may choose among the following options:

• The online recovery of a copy of its Databasis Under the SQL SERVER or CSV format. This Service is included in the fees paid for the SaaS Services.
• The implementation of a more complete process according to the needs expressed by the Client and according to its specifications, EOLIA will provide a quotation for the elaboration of a reversibility plan and the technical conditions as well as the associated financial conditions for implementation of the reversibility plan.

Except earlier termination, the Client shall notify EOLIA by registered letter with acknowledgement of receipt if it wishes to implement the Data reversibility and which option it chooses following a prior written notification sent to EOLIA at the latest three (3) months before the expiration of the SaaS Services.

After the expiry or the termination of the Agreement, the provisions of the Agreement necessary for the execution of the reversibility operations will survive.

If the Client does not request to recover its Data and after a one (1)- month period after the expiration or the effective termination of the SaaS Services, Data will automatically be destroyed.

16. DIVERS

16.1. CONFIDENTIALITY

Any information or document disclosed between the Parties, including any element disclosed by their subcontractors or that are brought to ones’ attention during the performance of the services, the execution of the tasks under the Agreement, the Solution and its documentation, studies, know how, production data and any information on whatever support, and the results of treatments, personal policies as well as the present Agreement and annexed documents are considered to be confidential information.

This confidential obligation shall continue for the duration of the Agreement and for a period of five (5) years following expiry or termination of this Agreement.

For this period, a Party shall:
• only disclose the other Party’s confidential information, to its own employees and potential subcontractors for the sole purpose of executing the Services;
• protect the other Party’s confidential information as it would protect its own confidential information;
• not reproduce or allow the reproduction of the other Party’s confidential information without the Party owing the confidential information prior written consent.
• use or exploit the confidential information of the other Party, directly or indirectly, solely in connection with the performance of its obligations under Agreement, except when disclosure is approved by the other Party in writing.

Each Party is authorized to disclose this Agreement and any related document, to the fiscal and social organizations or to their Counsels to the extent they are treated in as strictly private a manner as possible.
Furthermore, the Parties shall comply with any eoliaistrative formalities and requirements stated under the French Act No. 78-17 of 6 January 1978 on information technology, data files and civil liberties.

These confidentiality obligations shall apply to any potential subcontractor of a Party.

The confidentiality obligation shall not apply to:
• any confidential information of a Party which is or becomes generally available to the public other than as a result of a breach of this article;
• any information which is already known by the receiving Party at the time of its receipt (as evidenced by its written records);
• EOLIA when mentioning the Client’s name as an effective EOLIA’s client and its logos and/or trademarks for a commercial or marketing purpose, to the extent no references are made to the performance of the Services.

16.2. SOCIAL OBLIGATIONS

EOLIA’s personnel which is allocated to the execution of the Services for the Client remains, in all circumstances, under EOLIA’s hierarchical and disciplinary responsibility which controls the proper execution of the services and regularly monitors the progress of the activities.
EOLIA undertakes the eoliaistrative, accounting and social management of its personnel and is liable for being affiliated to all the social organizations and the compliance with labor legislation.

16.3. NON-SOLICITATION

Each Party is aware of the investment that were required to train its staff and in this regard, EOLIA reminds that the sustainability of its team ensures the continuity of the execution of the SaaS Services and the Services. As a result, a Party shall not directly or indirectly employ any other Party’s personnel through a parent company, a subsidiary or a corporation in which it has an interest.
This prohibition expires one (1) year after the end of the performance of the SaaS Services. In the event of a breach of these obligations, the offending Party shall pay a fixed-compensation equal to the last twelve – month gross salary of the concerned person.

16.4. FORCE MAJEURE

A Party shall not be liable to the other Party and shall be released from the non execution, breaches or delays in the execution of one of its obligations to the extent that its ability to perform its obligations has been affected by a force majeure event, as usually defined by the jurisdictions that prevents a Party from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including a ban on exports following a governmental order, strikes, lockout or other industrial sectoral or national disputes, blocking means of transport, hacker attacks, power, phone network and internet failures, restructuring and liquidation under the supervision of a court or a voluntary liquidation of subcontractors.
A force majeure event suspends the execution of the obligations for the period during which such force majeure event persists.

16.5. ASSIGNMENT – SUBCONTRACTING

The Agreement shall not be assigned without EOLIA’s prior written consent, which such consent shall not be unreasonable withheld.
EOLIA may, at its own option, subcontract part or whole of the Services and SaaS Services.

16.6. INSURANCE

Each Party shall at its own expense, take out (with a reputable insurance company) and maintain professional services, professional indemnity insurance coverage.

16.7. SEVERANCE

If one or more provisions of this Agreement are found by any court or other authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.

16.8. ENTIRE AGREEMENT

This Agreement constitutes the whole agreement between the Parties and contains all Parties’ obligations. This Agreement supersedes any previous proposal, arrangement, understanding or any other document between the Parties relating to the subject matter of this Agreement whether they were exchanged during its execution or not.
No other indication or document shall generate other obligations than the ones stated under this Agreement, except if they have been set out in an amendment executed by the Parties.
Any potential further annex or amendment are part of the Agreement and are governed by its terms and conditions.

16.9. WAIVER

Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that (or any other) right or remedy.

16.10. SURVIVAL OF OBLIGATIONS

Expiry of term or early termination of all or part of the Contract, for whatever reason, shall not affect the validity of the rights and obligations set out therein which, by their nature or as a result of specific provisions, shall continue to apply after such expiry or termination, both for the Parties and their beneficiaries, through to their respective expiry date. This applies in particular to the “Confidentiality” and “Non-solicitation” articles.

16.11. NO PARTNERSHIP OR AGENCY

Nothing in this Agreement is intended to, or shall operate to, create any subsidiary or joint venture or a partnership between the Parties.

16.12. HEADINGS OF THE ARTICLES OF THIS AGREEMENT

The headings in this Agreement are solely inserted for ease of reference and shall not affect the interpretation of the articles or their meaning. In case of misinterpretation between the headings and any of the clauses of the Agreement, the headings shall not prevail.

16.13. APPLICABLE LAW, TERRITORIALITY ARTICLE AND COMPETENT JURISDICTION

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 law of France.
The Parties irrevocably agree that the courts of Lyon (France) shall have jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) and that cannot be amicably settled.