Relationship of the Parties
Nothing contained in this Agreement shall be construed to create a partnership, joint venture or other agency relationship between the Parties. Each Party is a separate and distinct corporate entity and is solely responsible for its respective taxes, withholdings, and other similar statutory obligations, except as set forth in Section 2(d). Neither Party has any authority, whether apparent, actual, ostensible or otherwise, to act on behalf of the other Party or to enter into any contract, incur any liability or impose any legal obligation or to make any representation on behalf of the other Party. INNOVE does not undertake to perform any obligation of the Client, whether regulatory or contractual, or to assume any responsibility for the Client’s business or operations.
Each Party represents and warrants to the other Party that it has all necessary power, authority, and capacity to enter into and perform this Agreement in accordance with its SOW and that the making or performance of this Agreement does not violate any provision of any other agreement to which such Party is bound.
Governing Law; Jurisdiction
This Agreement shall be governed by and construed and interpreted in accordance with the laws of the Republic of the Philippines. Each of the Parties to this Agreement hereby irrevocably submits to the exclusive jurisdiction of the proper courts of Taguig City, to the exclusion of all other courts, for the hearing determination of any dispute or proceeding arising out of or in connection with this Agreement.
No delay or omission by either Party in exercising any right or power hereunder shall impair such right or power or be construed to be a waiver. A waiver by either Party of any of the covenants to be performed by the other Party or any breach thereof shall not be construed to be a waiver of any succeeding breach or of any other covenant. No waiver or discharge shall be valid unless in writing and signed by an authorized representative of the Party against whom such waiver or discharge is sought to be enforced.
Neither Party shall be liable for failure to perform its obligations under this Agreement, if such failure is due to Force Majeure/fortuitous events or any other cause or condition beyond its control. In this regard, the term “Force Majeure/fortuitous event” shall mean all events which could not be foreseen or although foreseen, were inevitable and beyond the control of the Party/ies, and which materially affect the ability of the Party/ies to comply with any of its/their obligations under this Agreement, and which could not be attributed to the fault, negligence and participation of the Party/ies and/or their respective agents/employees, or any other cause or cause, whether similar or dissimilar to the foregoing, which are beyond the reasonable control of the Party/ies. Once the event of Force Majeure or fortuitous event has already ceased, the pertinent Party’s duly-authorized representative shall immediately notify the other Party of said fact, and the Parties shall resume the performance of their respective obligations under this Agreement.
Successors and Assigns
This Agreement shall be binding upon and inure solely to the benefit of the Parties and their permitted successors and assigns.
This Agreement shall not be assigned by either Party, in whole or in part, without the other Party’s prior written consent, except that a party may validly assign this Agreement or any portion hereof, without need of obtaining the other party’s prior written consent if such assignment is in favor of any of the former’s parent, subsidiary companies or affiliates. Any assignment in contravention of this provision shall be null and void.
In case one or more of the provisions contained in this Agreement shall be declared invalid, illegal or unenforceable in any respect by competent authority, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
All remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either Party at law, in equity or otherwise.