Dentsu Canada Inc. Standard Terms and Conditions – Media Services

1. INTRODUCTION

These standard terms and conditions (“STCs”) apply to the provision by Agency to Client of certain media strategic planning and buying services, as described in the attached quotation, the related commercial term sheet (“Commercial Term Sheet”), and each Statement of Work or MPA (as defined below, if applicable). In the event of any conflict or inconsistency, the documents shall prevail in the following order: (i) the STCs; (ii) a Statement of Work; and (iii) the Commercial Term Sheet (subject to any express written statement in a document or part thereof that states that such document or part thereof prevails over the STCs).

2. DEFINITIONS AND INTERPRETATION

2.1 Terms not defined in these STCs will have the meanings set out in the Commercial Term Sheet and applicable MPA or Statement of Work. In addition, the following terms shall have the following meanings:

“Agency Affiliate” means any of the following: (a) companies directly or indirectly belonging to or controlled by Agency through management appointment or otherwise; (b) companies directly or indirectly belonging to or controlled by companies which directly or indirectly own or control Agency; and (c) any companies having entered into an affiliation agreement with Agency or the above-referred companies. “Control” means the power of an entity to secure that the affairs of another are conducted in accordance with its wishes and "controlled" shall be construed accordingly; 

“Agency Materials” means materials owned by Agency or Agency Affiliates prior to the date of this Agreement or developed or created or acquired by or on behalf of Agency or Agency Affiliates other than in the course of providing the Services or which are not specific to the Services, and the derivatives of such materials;

“Business Day” means any day other than a Saturday, Sunday or a bank or public holiday in Agency's principal place of business;

“Charges” means the Fees and any other costs and/or commissions and expenses payable by Client in connection with the Services, including without limitation, any third party media costs, Third Party Materials costs or other third party expenditures.

“Client Materials” means materials provided by Client to Agency in connection with this Agreement (including without limitation Client's name, logo and trade marks, keywords, website links or URL’s, and any third party materials provided by Client, or its other suppliers, to Agency in connection with this Agreement);

“Deliverables” means the deliverables to be provided as part of the Services, as more particularly described in each Statement of Work (where applicable) but specifically excluding: (i) Third Party Materials; (ii) tools or platforms used by Agency to provide the Services and/or deliverables;

“Fees” means the fees invoiced and payable by Client as set out in each Statement of Work

“Force Majeure” has the meaning set out in clause 17.3;

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks and service marks, trade names, domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, and any other intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply) for, and the right to be granted renewals or extensions of, and rights to claim priority from, these rights and all similar or equivalent rights or forms of protections which subsist or will subsist, now or in the future, in any part of the world;

“Media” means the media as described in the Commercial Term Sheet.

“Services” means the services to be provided on the Media by Agency to Client pursuant to this Agreement, as described in general terms in the Commercial Term Sheet and, where applicable, more specifically, in each Statement of Work or such other services agreed by the parties in a Statement of Work; 

“Statement of Work” or “SOW” shall mean the First Agreed SOW set out in Schedule 1 as well as any additional document signed by both Parties in substantially the form set out in Schedule 1. There may be one or more SOWs under this Agreement.

“Third Party Materials” means materials owned by a third party (excluding, for the avoidance of doubt, Agency Materials and Client Materials).

3. AGENCY’S ROLE

3.1 Client hereby appoints Agency to provide, and Agency agrees to provide, the Services to Client in the Territory in respect of the Media specified in the Commercial Terms. 

3.2 Agency will provide the Services: (a) with professional care and skill; and (b) in accordance with the terms of this Agreement.

3.3 If Client opts to use trading desk/programmatic services from AMNET Media Canada, Inc., such services shall be treated as services provided by an independent third party from Agency and shall be subject to separate terms and conditions available at https://www.dentsu.com/ca/en/Amnet-Standard-Terms-And-Conditions. For the avoidance of doubt, such services shall not form part of the Services or this Agreement.

3.4 Cannabis. Services provided to Clients in the cannabis industry shall be subject to the additional terms available at   https://www.dentsu.com/ca/en/Cannabis-Standard-Terms-And-Conditions

4. CLIENT RESPONSIBILITIES

4.1 Client will cooperate with Agency in all aspects relating to the Services, including, without limitation, giving Agency clear briefings and approving all Deliverables.

4.2 Client will be responsible for making all arrangements necessary for it to access, receive and utilise the Services and the Deliverables.

4.3 If Agency’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client, its agents, subcontractors, consultants or employees, such failure or delay in performance on the part of Agency shall not constitute a breach of this Agreement and Agency shall not be liable for any costs, charges or losses sustained or incurred by Client that arise directly or indirectly from such failure or delay.

5. PERFORMANCE OF THE SERVICES

5.1 The general scope of Services to be provided by Agency to Client is set out in the Commercial Term Sheet and Schedule 1. Specific Services relevant to campaigns or specific engagements will be set out in Statements of Work and/or MPA if any.

5.2 Before executing any advertising idea, plan, program or campaign, Agency shall obtain Client’s approval. For any media plan, program or campaign, Agency will document Client’s approval using a Media Purchase Authorization form or similar document (an “MPA”); where creative services are provided hereunder, Agency shall obtain Client’s approval for copy, layouts, artwork, proofs, radio scripts, TV storyboards, scripts and answer prints, and other material that Agency proposes to use; and schedules showing the times when, and media through which, it is proposed that such material (including any Client Materials) be presented; (the “Approval Items”).

5.3 Upon receipt of the Approval Items, Client shall, as soon as reasonably practicable (taking into account any campaign deadlines agreed with Agency), notify Agency as to whether it approves or rejects the Approval Items. Where it rejects the Approval Items, Client shall cooperate with Agency and provide a full explanation as to the reason for the rejection. Where Client does not confirm whether it approves or rejects the Approval Items within a period of 5 Business Days, or where it starts using any Approval Item, such items will be deemed approved by Client with immediate effect. Agency shall promptly resubmit rejected Approval Items, which will then be subject to the approval process described in this clause. Any delay in approvals may result in additional third party costs for which Client shall be responsible.  Agency shall be entitled to order, contract, execute or otherwise arrange for the advertising idea, plan, program or campaign upon receiving the MPA or Approval Items, as applicable in each instance.

5.4 Client may request Agency to cancel or amend any media plans, schedules or work in progress forming part of the Services. Agency will use reasonable efforts to comply with any such request provided that Agency is able to do so within its contractual obligations to third parties (including without limitation, any contractual obligations to media owners). 

5.5 In the event of any such cancellation or amendment, Client shall promptly pay to Agency: (a) Agency's Charges covering the cancelled or amended Services (calculated on a pro rata basis for the period up to the effective date of cancellation or amendment); (b) any charges, expenses or additional costs paid or payable by Agency in relation to the cancellation or amendment (including without limitation retrospective rate adjustments, cancellation charges or lower discounts from media owners or other third parties); and (c) any cancellation fee specified in a SOW.

5.6 Where a media owner levies late copy charges against Agency and such charges do not result from the negligent or wilful act or omission of Agency, Client shall immediately upon presentation of an invoice reimburse the amount of such late copy charges to Agency.

5.7 Where applicable, it is further expressly understood and agreed between both parties that in planning the media buying campaign  for Client, while Agency undertakes to use all reasonable care in the preparation of estimated and target figures relating to television ratings and the cost of airtime as regards : i) the number, proportion and type of person likely to be exposed to the campaign; ii) the number of exposures each person is likely to receive; and iii) the cost of achieving such exposures, these are matters which are ultimately beyond the control of Agency, and hence no warranties are given by Agency as to the accuracy of such estimates or targets or as to the figure actually occurring and no liability shall attach to Agency in respect of any losses suffered by Client or by any third party by reason of the reliance of Client on such estimates/targets.

5.8 If it is agreed as part of the Services that domain names are to be created, Agency shall carry out registrations only where agreed in writing with Client and at Client’s sole cost (including any third party costs). All other registrations and renewals will be Client’s sole responsibility

6. FINANCIAL PROVISIONS

6.1 In consideration of providing the Services, Client shall pay to Agency the Charges in accordance with each Statement of Work.

6.2 Amounts stated are exclusive of applicable tax, which shall be payable by Client in addition to the relevant amounts at the prevailing rate.

6.3 The Charges shall be invoiced by Agency and payable by Client in accordance with the applicable Statement of Work, in full, without set-off, counterclaim or withholding, by bank transfer into the bank account nominated by Agency in the currency specified in the invoice. 

6.4 Unless otherwise specified in a Statement of Work, Agency shall be entitled to issue its invoices on an ad hoc basis and invoices will be payable within 30 days of the date of the invoice. All sums paid late shall, without prejudice to Agency’s other rights and remedies, be subject to interest at the rate of 2% per annum above the base lending rate of Agency’s principal lending bank from the due date until the date of payment in full.

6.5 For some aspects of the Services that are provided by third parties, those third parties may require an advance or down-payment. Under such circumstances, Agency will inform Client, and an invoice covering the advance or down-payment will be prepared and sent by Agency to Client for immediate settlement. 

6.6 All out-of-pocket expenses incurred by Agency in pursuance of the fulfilment of the Services shall be recharged to Client at net cost, subject to Client's prior approval of the applicable amounts, including without limitation: (a) research work; (b) travel costs; (c) long-distance telephone calls; (d) despatch and carrier costs; and (e) to the extent that creative or production services are provided hereunder: (i) production costs involved in the preparation of packaging, labels and cartons, exhibition and display material, booklets, sales letters, product publicity and other promotional material or services as may be prepared or suggested by the Agency; (ii) any costs incurred for production work required in connection with the Services including, without limitation, film production, artwork, engravings, electros, photography, talent fees, recordings (including for test purposes), the services of performers, block-making, type-setting, typography and print work; and (iii) where agreed upon by the parties in a Statement of Work, costs incurred in taking legal or other advice and undertaking trade mark, domain name or other searches, enquiries, registrations, renewals and clearances.

6.7 Where a surcharge is levied by a supplier against Agency due to late payment and this results from late payment by Client, Client shall (without prejudice to Agency’s other rights and remedies) immediately upon presentation of an invoice reimburse to Agency the amount of such surcharge, together with any accrued interest charged by the supplier in respect of the overdue amount.

6.8 The cost to Agency of materials or services purchased overseas in connection with the Services may be more or less than the cost anticipated at the date when Agency ordered the relevant materials or services as a result of fluctuations in the rate or currency exchange. If so, Agency will charge Client at the rate of currency exchange in operation on the date Agency pays for the relevant materials or services and upon request Agency will promptly supply Client with such documentation as Client may reasonably require in order to verify such rate of currency exchange.

6.9 Agency shall be entitled to arrange and maintain (at its sole cost) credit insurance cover on the expenditure (including without limitation media expenditure) incurred on behalf of Client.  Where, for any reason this insurance cover is either refused, withdrawn, revised or inadequate to cover the liabilities of Agency, Client agrees to arrange for suitable financial guarantees to be granted to Agency.  If such guarantees are unavailable or are in Agency’s opinion not sufficient to meet the commitments of Client then Agency will invoice Client for the amount to be paid prior to commitment and such commitment shall only be made following receipt by Agency of cleared funds in payment of such invoices.  If Client is unwilling and/or unable to provide advance payment or arrange for suitable (to the reasonable satisfaction of Agency) financial guarantees, Agency shall be entitled to (i) cancel existing commitments, without being responsible for any losses or additional costs incurred by Client as a result of any such cancellation, (ii) automatically suspend all of its obligations in relation to committing to other expenditure under this Agreement and/or (iii) terminate this Agreement upon no less than seven (7) days’ written notice.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 All Intellectual Property Rights in and to the Deliverables, other than Intellectual Property Rights in and to Agency Materials and Third Party Materials, will belong solely to Client. Subject to payment by Client for the Deliverables, Agency hereby assigns such rights to Client. 

7.2 As between the parties, all Intellectual Property Rights in and to Client Materials shall remain vested in Client. Client hereby grants to Agency a non-exclusive, royalty-free licence to use the Client Materials solely as necessary to perform the Services in accordance with this Agreement. Client is solely responsible for all consents and licences required for the use of Client Materials in accordance with this Agreement and their compliance with applicable law.

7.3 As between the parties, all Intellectual Property Rights in and to Agency Materials shall remain vested in Agency. To the extent that any of the Deliverables incorporate or embody Agency Materials, Agency grants to Client a perpetual, irrevocable, royalty-free, non-transferable (save as permitted by this Agreement), non-exclusive licence to use such Agency Materials to facilitate and/or enable the use by Client of the applicable Deliverable(s) in accordance with this Agreement. 

7.4 Agency shall, at Client's cost, use reasonable endeavours to obtain for Client all usage rights in Third Party Materials as agreed by the parties at the time such material is commissioned. Save to the extent that the applicable Intellectual Property Rights in and to the Third Party Materials are assigned to Client, such Intellectual Property Rights shall remain vested in the applicable third party. Client is responsible for all other clearances.

7.5 Agency shall use reasonable endeavours to obtain waivers of all moral rights in and to the Deliverables.

7.6 Client shall only use the Services and Deliverables in accordance with any usage restrictions and licence conditions specified by Agency or third party licensor. Save as otherwise expressly permitted by this Agreement or otherwise agreed in writing, Client shall not copy, reproduce, make derivative works of, reverse engineer, decompile or disassemble any Agency Materials or Third Party Materials or modify or remove any proprietary notices or legends placed on or within the Agency Materials or Third Party Materials. 

7.7 Agency shall be entitled (both during and after the Term) to use the Deliverables for the purpose of promoting its own business (for example, but without limitation, on its corporate websites and in entering materials for industry awards).

8. WARRANTIES

8.1 Save as expressly set out in this Agreement, all conditions, warranties or other terms on the part of Agency which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded by Agency, including the implied conditions, warranties or other terms as to satisfactory quality or fitness for purpose. For the avoidance of doubt this clause does not exclude those statutory warranties which are not excludable by contract.

8.2 Agency will not be liable for delays or errors in any of the Deliverables as published unless and to the extent that this is caused by its breach of this Agreement or whether such Deliverables have been approved by the Client.

8.3 Agency warrants that to the best of its knowledge and belief, the use of Agency Materials in accordance with this Agreement shall not infringe the Intellectual Property Rights of any other person.

8.4 Save as expressly agreed otherwise under this Agreement or in writing, Agency makes no warranty and is not responsible for any third party content (including without limitation user-generated content or material) published on or in platforms, services or channels operated by or on behalf of Client. Without limitation, Agency is not responsible for: (a) the accuracy of such content; (b) the compliance of such content with applicable laws, regulations, guidelines or codes of practice or Client's policies or requirements; (c) reporting any matters which by virtue of applicable laws are required to be reported to authorities; or (d) any third party claim in relation to such content, including without limitation a claim that such content infringes third party rights, including without limitation intellectual property, data protection and privacy rights, or a claim that such content is defamatory, libellous, slanderous or seditious. 

8.5 Agency makes no warranty and is not responsible for any materials once such materials are released or posted in the public domain as requested or approved by Client, including, without limitation, via seeding materials on social media (being any digital platform which allows individuals or businesses to post content for viewing by others) and/or video sharing websites or the use of internet-based “widgets". 

8.6 Client represents and warrants that:

a) Client Materials and all information supplied to Agency in relation to Client’s products and services before and during the Term will be true, accurate, complete, up-to-date and shall not: (i) contain claims or representations, whether direct or implied, that are false, inaccurate, and not supportable by objective and reliable data, or (ii) otherwise be deceptive or misleading; and

b) Client Materials and the use of such Client Materials in accordance with this Agreement shall comply with applicable law, regulations, guidelines or codes of practice and shall not infringe the Intellectual Property Rights of any other person. Without prejudice to Client's responsibility and Agency's other rights and remedies, Agency is entitled to refuse to perform Client's request if, in Agency's opinion, such action may result in violation of any applicable law, regulation, guideline or code of practice. Where the law or an appropriate authority requests, Client shall also be obliged to provide Agency with factual evidence in respect of product or advertisements.

c) Client shall ensure it has in place suitable and compatible equipment, networks and software to receive the Deliverables and the Services.

d) Client shall ensure that any Client Materials and any equipment or networks which connect to Agency’s systems do not contain software viruses or any other computer code, files or programmes designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

e) It shall continue to fully comply with all Privacy Laws (as defined below) applicable to the collection, handling and transfer of user data from their websites, including: (i) ensuring their websites contain the requisite privacy disclosure to cover the Service(s), any code and/or cookies; (ii) complying with all opt-out and opt-in procedures required under the applicable privacy laws and the Client’s own policies and procedures regarding the collection and use of user data and data privacy; and (iii) obtaining the necessary consumer or user consents and (iv) ensuring the handling and transfer of personal data has the adequate level of data protection required under the Privacy Laws.

9. INDEMNITIES

9.1 Agency shall indemnify and hold harmless Client from and against any and all costs, expenses, charges, damages, liabilities, claims or actions of any kind which may be incurred, suffered, brought or threatened against Client by a third party arising out of (and only to the extent of) a breach by Agency of clause 8.3.  Agency shall not be liable under this indemnity in respect of any costs, expenses, charges, damages, liabilities, claims or actions to the extent that these are caused by acts or omissions of Client.

9.2 Client shall indemnify and hold harmless Agency from and against any and all costs, expenses, charges, damages, liabilities, claims or actions of any kind which may be incurred, suffered, brought or threatened against Agency by a third party arising out of (and only to the extent of) a breach by Client of clause 8.6.

9.3 The party entitled to an indemnity under this Agreement shall take all reasonable steps to mitigate the applicable costs, expenses, charges, damages, liabilities, claims or actions.

10. TERM AND TERMINATION

10.1 The Term of this Agreement comes into effect on the Start Date and ends on the End Date, as indicated on the Commercial Term Sheet (“Initial Term”). If the Commercial Term Sheet indicates that the Agreement will Auto Renew then, following the End Date, this Agreement will continue for successive terms of 1 year (each a “Renewal Term”) unless terminated by either party by providing not less than thirty days’ prior written notice, such notice to have effect on expiry of the Initial Term or applicable Renewal Term.

10.2 Either party may terminate this Agreement (including all Statement(s) of Work) and/or the applicable Statement(s) of Work immediately on written notice to the other party if the other party breaches any material provision of the Agreement (including clause 16) or applicable Statement(s) of Work and (where such breach is capable of remedy) does not remedy that breach within 30 days of being required to do so in writing. If a party has a right to terminate one or more particular Statement(s) of Work pursuant to this clause, it may choose either to terminate only the Statement(s) of Work in question or the Agreement in its entirety. 

10.3 Either party may terminate this Agreement immediately on written notice to the other party if: (i) the other party has a receiver, administrator, liquidator or provisional liquidator appointed over all or any part of its assets (or their respective equivalents in any other jurisdiction); (ii) if the other party makes an assignment for the benefit of creditors, or a proposal under the Bankruptcy and Insolvency Act (Canada) or similar filing or proposal under any other bankruptcy or insolvency legislation; or (ii) the other party is declared bankrupt or insolvent. 

11. LIABILITY

11.1 Nothing in this Agreement seeks to limit or exclude liability for death or personal injury caused by negligence, for fraud or for any other type of liability that cannot be limited or excluded under applicable law.

11.2 To the maximum extent permitted by law, neither party shall be liable to the other for any:

a) loss of actual or anticipated income;

b) loss of actual or anticipated profits;

c) loss of contracts; or

d) for any special, indirect or consequential loss or damage of any kind, 

howsoever arising in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, and including under the indemnity obligations under this Agreement.

11.3 Save in relation to the confidentiality obligations under clause 14, to the maximum extent permitted by law, the maximum aggregate liability of Agency to Client under or in connection with this Agreement, whether in contract, tort (including negligence) breach of statutory duty or otherwise (including under the indemnity obligations under this Agreement), shall not exceed an amount equal to 100% of the Fees (excluding, for the avoidance of doubt, any third party expenditure paid or payable by Agency on Client’s behalf)) paid or payable by Client under this Agreement to Agency in the Territory during the 12 months immediately preceding the relevant claim.

12. NON-SOLICITATION

Client agrees that it will not either on its own account or in partnership or association with any person, firm, company or organisation or otherwise and whether directly or indirectly during the Term and for a period of twelve months thereafter solicit or entice away or attempt to solicit or entice away (or authorise the taking of any such action by any other person) any employee of Agency who has been engaged on the performance or receipt of the Services.

13. ASSIGNMENT AND SUB-CONTRACTING

13.1 Client acknowledges and agrees that Agency may contract out, assign or otherwise delegate its obligations to render the Services hereunder to one or more of its direct or indirect affiliates, without prior disclosure to or specific written approval by Client, such affiliates being deemed approved by Client to render such Services.  Agency will remain principally liable for any breach of this Agreement by its direct or indirect affiliate(s). Additionally, Agency may sub-contract any or all of its obligations under this Agreement provided that Agency shall remain at all times liable for the performance of this Agreement. Client may not assign or subcontract this Agreement to any party other than a Client affiliate without Agency’s written consent, which consent shall not be unreasonably withheld.

13.2 Save as set out in clause 13.1, no assignment, subcontracting or sublicensing is permitted. In the event that Client utilizes AMNET media buying services, out-of-home media buying services, or other specialist agency services, such services shall be subject to separate terms and conditions.  

14. CONFIDENTIALITY

Each party undertakes that it will not at any time hereafter use or disclose to any person, except: (i) to its professional representatives and advisors, (ii) in the case of Agency only, to its Agency Affiliates or sub-contractors (including, without limitation, business process outsourcing services providers); or (iii) as may be required by law or any legal or regulatory authority, the terms and conditions or existence of this Agreement or any business ideas, market opinions, information and/or material concerning the business or affairs of the other party which may have or may in the future come to its knowledge.  Neither party shall use any such confidential information except for the performance of this Agreement or make any announcement relating to this Agreement or its subject matter without the prior written approval of the other party. Unless otherwise agreed in writing, no intellectual property rights or licences are implied or granted in respect of the same.

15. PRIVACY

15.1 The Client may supply the Agency with 'personal information' and 'sensitive information' as defined in the Personal Information Protection and Electronic Documents Act (“PIPEDA”) or ask the Agency to undertake activities covered by the Canadian Anti-Spam legislation commonly referred to as “CASL” (collectively, the “Privacy Laws”). Each party agrees to comply with all obligations upon it arising under the Privacy Laws in performing their respective obligations under this Agreement. Client agrees that it shall not provide the Agency with any Client Materials which are subject to the privacy laws of another jurisdiction

16. ANTI-BRIBERY

16.1 Each party warrants and undertakes that it will comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Canadian Corruption of Foreign Public Officials Act (the “CFPOA”), and UK Bribery Act 2010 ("Relevant Requirements").

17. GENERAL

17.1 Unless otherwise agreed by the parties, Agency acts in all its contracts as a principal and not as agent for Client in respect of dealings with media owners (“Suppliers”) and shall place orders and enter into contracts with the Suppliers in its own name and on its own account. Nothing in this Agreement is intended to or shall operate to create a partnership or relationship of principal and agent between the parties. 

17.2 The service of proceedings, and any notice of termination, given under or in connection with this Agreement shall be in writing (excluding email) and served by hand, prepaid first class recorded delivery or prepaid international recorded airmail to the other party’s address. Such notice shall be deemed to have been served at the time of delivery. All other communications (including in relation to approvals) under this Agreement may be given via email and shall be deemed received upon sending, save in the case of manifest technical error.

17.3 Neither party shall be liable for any failure to perform or delay in performance of any of its obligations under this Agreement (other than payment obligations) caused by circumstances beyond its reasonable control (“Force Majeure Event”). The affected party shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event.

17.4 No provision of this Agreement (or any document entered into in connection with this Agreement) shall be modified or varied without the written consent of the parties. 

17.5 No delay, failure or omission (in whole or in part) in exercising or pursuing any right or remedy under this Agreement will be construed as a waiver of that right or remedy.

17.6 The provisions of clauses 2 (Interpretations and Definitions), 7 (Intellectual Property Rights), 8 (Warranties), 9 (Indemnities), 11 (Liability), 12 (Non-Solicitation), 14 (Confidentiality), 15 (Privacy), 16 (Anti-Bribery) and 17 (General) shall survive termination or expiry of this Agreement

17.7 This Agreement may be signed in counterparts and by the parties on separate counterparts, each of which when so executed shall be an original, but all counterparts shall together constitute one and the same document.

17.8 A person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement.

17.9 This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter of this Agreement and supersedes any previous agreement or understanding between the parties in relation to such subject matter.  In entering into this Agreement, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in this Agreement.  Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing.

17.10 If any provision of this Agreement is found to be invalid or unenforceable then such invalidity or unenforceability shall not affect the other provisions of this Agreement, which will remain in full force and effect. 

17.11 This Agreement (and any and all disputes arising out of or in connection with this Agreement) shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The parties hereby attorn to the exclusive jurisdiction of the courts of the Province of Ontario. 

17.12 COVID-19. The Client and Agency acknowledge that, at present, there is a COVID-19 pandemic which may have an adverse effect on the ability of Agency and/or any production company or other third party involved in the creation or production of Deliverables hereunder (“Production Company”) to perform its obligations, in circumstances which are outside their control. Client specifically acknowledges and agrees that the insurance policies obtained by Agency and Production Company will not provide cover for costs or liabilities that relate to COVID-19, and so the Client will need to bear responsibility for such costs.  In furtherance and not in limitation of the foregoing, in the event that, as a direct result of the COVID-19 pandemic, it becomes necessary to relocate, delay, postpone, or cancel the production, or to make material changes to the nature of the production (including but not limited due to governmental or relevant health organization advisories, guidance, or restrictions; or shutdown of travel; or a key person in the production having COVID-19 symptoms and thus being required to self-isolate or being unable to perform their duties): (a)  Agency shall not be in breach of this Agreement, or liable for any delays, costs or damages associated with any such event; (b) in the event of a postponement, delay, relocation or material change to the production, Agency shall be entitled to recover from the Client and the Client shall pay to Agency in accordance with s.6 above such unavoidable costs incurred by the Agency and/or Production Company which are directly attributable to such relocation or postponement or material changes, and any other costs (including other third party costs) incurred by Agency, including by way of example only, talent fees (in addition to any fees or costs payable under the provisions above); and (c) in the event of the cancellation of the production, Agency shall be entitled to recover from the Client and the Client shall pay to Agency in accordance with s.6 above (i) an amount in respect of work performed by the Production Company up to the date of the notice of cancellation, together with any unavoidable costs actually and already incurred by the Production Company (and including an amount in respect of the Director’s fee and the Producer’s fee); and(ii) any other costs (including other third party costs) incurred by Agency, including by way of example only, talent fees (in addition to any fees or costs payable under the provisions above).