Notes

2.1 Term and Termination e. This Agreement shall be effective on the date hereof and shall continue, unless terminated sooner in accordance with Clause 2.1(b), until the Completion Date. f. Either Party may temminate this Agreement upon notice in writing if i. the other is in breach of any material obligation contained in this Agreement, which is not remedied (if the same is capable of being remedied) within 30 days of written notice from the other Party so to do; or ii. a voluntary arrangement is approved, a bankruptcy or an administration order is made or a receiver or administrative receiver is appointed over any of the other Party's assets or an undertaking or a resolution or petition to wind up the other Party is passed or presented (other than for the purposes of amalgamation or reconstruction) or any analogous procedure in the country of incorporation of either party or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order in respect of the other Party g. Any temination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force oft of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. 2.3 Relationship of the Parties The Parties acknowledge and agree that the PS transfer delivered by the Provider, its employees nts or sub-contractors shall be as an independent contractor and that nothing in this Agreement be deemed to constitute a partnership, joint venture, agency relationship or othenwise betwcen the parties. 254 PM 3/14/2019