These Terms and Conditions for BrandDynamics (the “Terms”), are entered into by and between Kantar UK Limited a company registered in England and Wales with company number 03073845 and registered office at TNS House, Westgate, London W5 1UA (“Kantar”) and Client identified on an Order Document (the “Client”). 1. DEFINITIONS AND INTERPRETATION. “Add-on Services” means the services identified as servicing add-ons or consulting packages in the Order Document. “Affiliate” means in respect of Kantar, any entity (excluding Europanel) which, from time to time both: (i) directly or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control of, Kantar; and (ii) is trading as Kantar and, in respect of Client, any entity, which is Controlled by Client. “Agreement” means these Terms and the Order Document. “Authorised User” means any employee of Client who is given access to the Syndicated Services. “Client Materials” means any materials provided by Client in order to enable or assist Kantar to provide the Add-on Services; “Confidential Information” means the subject matter of and the terms and conditions of the Agreement, any proposals, all information and data not in the public domain, including, algorithms, source code and object code and the know-how and trade secrets relating to, contained or embodied in the products or the business of Kantar or Client, or any other non-public information (including client and customer lists, proprietary research, contractual and financial information) whether communicated orally, visually or in writing, or in any other recorded or tangible form, provided that such information is marked or otherwise identified as confidential by the disclosing party, or if, due to the nature of the information or the disclosure, such information would reasonably be understood to be confidential. Confidential Information shall not include (a) information which, at the time of disclosure, is already in possession of the receiving party not under a duty of non-disclosure; (b) information which is in the public domain other than due to a breach of confidentiality by the receiving party; (c) information provided to the receiving party by a third party not subject to a duty of confidentiality; or (d) information which the receiving party develops independently without breach of the Agreement. “Control” means (a) possession, direct or indirect, of the power to direct the management of such entity, whether through ownership of voting securities, by contract relating to voting rights, or otherwise or (b) ownership, direct or indirect, of more than 50% percent of the outstanding voting securities or other ownership interest of such entity. Controlled shall be construed accordingly. “Data” means all data accessed by Client or otherwise provided to Client through the Syndicated Services. "Feedback" means all suggestions, comments recommendations, improvements or any other feedback based on the Syndicated Services provided by Client to Kantar. “Force Majeure” means an occurrence beyond the control and without the fault or negligence of the party affected and which the party is unable to prevent or provide against by the exercise of reasonable diligence including acts of government, war, terrorism, rebellion, flood, fire, explosions, earthquakes. “IP Rights” means all trade secrets, patents, rights to inventions, copyright (including rights in computer software), moral rights, database rights, utility models, rights in designs, trade marks, service marks, internet domain names, rights in know-how, rights in confidential information, rights in inventions (whether patentable or not), rights in goodwill, or to sue for passing off, and all other proprietary rights and other similar or equivalent rights or forms of protection in each case whether registered or unregistered and including all applications (or rights to apply) for, for renewals and extensions of, such rights as may now or in the future exist anywhere in the world. “Order Document” means the order form or other document that describes the Syndicated Services purchased by Client pursuant to these Terms and is entered into by Kantar and Client “Public Statement” means any public-facing communications or communications with third parties including any advertising, marketing material, press releases [or similar external]. “Start Date” means the subscription start date noted on the Order Document. “Syndicated Services” means the syndicated service provided by Kantar and known as BrandDynamics and any Add-on Services. Words in the singular include the plural and words in the plural include the singular. Clause headings shall not affect the interpretation of these Terms. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it. Any phrase introduced by the words including or includes shall be construed as illustrative and shall not limit the generality of the related general words. 2. TERM AND TERMINATION a. Term. The Agreement shall commence as of the date of signature of the Order Document. Access to the Data will start on the later of (a) the Start Date and (b) receipt of Client’s purchase order and details of its Authorised Users. The Agreement shall automatically continue after the end date identified in the Order Document, for further 12 month periods starting immediately after the end date and each subsequent anniversary of the end date unless a party provides at least 90 days’ written notice to the other that it does not want the Agreement to automatically extend. If Client wishes to provide such notice, it shall send an email to kantarmarketplacesupport@kantar.com. b. Termination. Either party may terminate the Agreement if (a) a party breaches a material obligation of the Agreement and fails to remedy the breach within 30 days of written notice being given to the breaching party, or (b) a party becomes bankrupt or goes into liquidation (whether voluntary or compulsory), is dissolved, or has a receiver or administrator appointed over the whole or any part of its assets or a petition is presented, or a meeting is convened for the purpose of considering a resolution for the winding-up, bankruptcy or dissolution of the other party, or the other party suffers any similar process under the law of the place of its jurisdiction. c. Termination of Syndicated Services. If Kantar is unable or finds it impracticable (at its sole discretion) to continue all or part the Syndicated Services, in whole or in part, Kantar shall be entitled to terminate the Agreement in whole or in part by giving 30 days’ written notice at any time. d. Refund. Kantar shall refund any prepaid fees pro-rata only following termination by Client under clause 2b and by Kantar under clause 2c. 3. ACCEPTANCE, CHANGE a. Acceptance. Client shall accept the applicable Order Document by (a) signing such Order Document, or (b) upon presentation of the Order Document, indicating its acceptance of such Order Document by an action which Kantar reasonably relied upon to proceed to begin the work contemplated therein. The Agreement shall apply to all Syndicated Services provided by Kantar to Client. b. Change. If Client wishes to make any changes to the Syndicated Services or the Add-on Services, it may notify Kantar, and Kantar will evaluate the change request and notify Client explaining whether the changes can be agreed, and any changes to the fee. If the changes to the Order Document are agreed, (a) the parties shall enter into a variation agreement or Kantar may re-issue the Order Document to reflect the changes and, (b) Client will adjust or re-issue its purchase order. If the changes request is not agreed, Kantar shall not be under any obligation to amend the Syndicated Services or the Add-on Services. 4. OBLIGATIONS a. Kantar Obligations. Kantar shall (a) use commercially reasonable skill and care in providing the Syndicated Services and (b) provide personnel, if applicable, who shall be suitably skilled and qualified to perform the Syndicated Services. b. Timeliness. Kantar will use commercially reasonable efforts to timely provide the Syndicated Services. However, Kantar shall not be liable for any loss or damage suffered by Client resulting from (a) any failure to adhere to any agreed milestones or timetables, (b) any delay caused directly or indirectly by any act or omission by Client or by any third party. c. Client Obligations. Client shall (a) cooperate with Kantar in all matters relating to the Syndicated Services and shall, at its own expense, supply Kantar with all information and materials reasonably requested by Kantar from time to time for the proper provision of the Syndicated Services, (b) pay the fees and expenses promptly, and (c) procure that its Authorised Users comply with the terms of the Agreement. 5. FEES AND PAYMENT TERMS a. Fees. Unless otherwise agreed to by the parties in writing, Kantar shall invoice Client annually, in advance, for the fees specified in the applicable Order Document. The invoice shall itemize in reasonable detail all charges and shall be payable in full and cleared funds without deduction or set-off within 30 days from the date of the invoice. Any late payment shall entitle Kantar to claim interest on the overdue amount at the rate set out in the Late Payments of Commercial Debts (Interest) Act 1998. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. Client shall notify Kantar within 10 days from the date of receipt of an invoice if it rejects all or part of an invoice. Client shall provide written reasons for such rejection and the parties shall attempt in good faith to resolve any controversy or complaint within 30 days of the notification. Notwithstanding the foregoing, Client shall be obligated to timely pay any undisputed portion of the invoice. b. Annual Increase. With effect from each anniversary of the Start Date, Kantar may automatically increase the fees by an amount not exceeding the UK “Retail Price Index (RPI) All Items: percentage change over 12 months” monthly rate published by the Office for National Statistics plus 5%. For the purposes of this increase, the fee shall be the sum that Client paid in the previous year (pro-rated for 12 months), unless the sum paid in the previous year was a discounted rate, in which case the fee shall be the list price for the previous year. c. Taxes. If any amount payable to Kantar is subject to all forms of tax, charge, duty, withholding, deduction, levy and governmental charge in the nature of tax whatsoever and whenever created, enacted or imposed by any governmental, state, local municipal or other body, together with all related fines, penalties, interest, charges and surcharges, that amount shall be increased so as to ensure that the net amount received by Kantar shall, after tax, be equal to that which would have been received had the payment and any increased payment not been subject to tax. d. Change Due to Sale, Merger or Acquisition. In the event of a sale, merger or acquisition of, or by, Client that results in a change to the number of Authorized Users, logins, passwords or similar parameters with respect to Syndicated Services, the parties shall meet and confer in good faith regarding an appropriate adjustment to any fees due under the Agreement. 6. IP RIGHTS a. Kantar’s Ownership Rights. Kantar and/or its licensors reserve sole and exclusive ownership of all right, title and interest in and to the Data and Syndicated Services. b. Publicity. The parties shall be entitled to list the other as its supplier or client in marketing or promotional materials. Except for these rights, neither party shall have the right to use the other party’s name, trade marks, logos, or slogans without obtaining the prior written consent of the other party. c. Client Materials. Client reserves sole and exclusive ownership of all right, title and interest in and to Client Materials. Client grants to Kantar the right to use the Client Materials in order to provide the Services, for its own internal purposes as part of its own databases, for purposes connected with its business such as establishing industry norms in conducting case studies, and as required by law or legal process. Notwithstanding the foregoing, the use of such Client Materials for Kantar’s internal purposes shall be aggregated and or anonymized. d. Public Statement. Subject to clause 7a., neither party shall issue or release any Public Statement (including, in the case of Client, in its use of the benefit of the Services or Data), without the prior written consent of the other Party. If Client makes a Public Statement in breach of this clause 6d., which includes, in Kantar’s opinion, study findings that are incorrect, distorted or incomplete, Kantar shall have the right, at Client’s cost, to make its own release of any or all study findings for clarification purposes, without being in breach of this Agreement or any Order Document. 7. LICENCE FOR SYNDICATED SERVICES a. Licence. Subject to the provisions of the Agreement, Kantar hereby grants to Client a limited, personal, non-exclusive, non-transferable, non-sublicensable licence to (a) access and use the Data and the Syndicated Services for Client’s internal business purposes, (b) disclose a reasonable proportion of the Data to Client’s customers in the ordinary course of Client’s business, in connection with, but not limited to, analyses, marketing and research, provided that Kantar be identified as the source of the Data, and (c) if expressly set out in an Order Document, combine the Data with Client’s own materials to provide aggregated, anonymized data or reports solely for presentation to Client’s customers (“Aggregated Materials”), provided that Client will not, and will not allow its customers to, reverse the aggregation or anonymization of the Aggregated Material. Except as expressly permitted in an Order Document, copying, selling, sublicensing, transferring or distributing the Data and/or Syndicated Services without the express written permission of Kantar is prohibited. Access to Syndicated Services or parts thereof is made available to employees of Client only. Client acknowledges and agrees that, unless otherwise expressly stated in an applicable Order Document, Affiliates of Client shall not be a party to this Agreement. b. Use Restrictions. Client may not (a) use the Syndicated Services or the Data in litigation or administrative proceedings without Kantar’s written consent, unless such use is required by applicable laws, regulations, governmental agency or court order (b) reproduce, circulate or otherwise distribute, all or a substantial part of the Data to customers, third parties not party to the Agreement, in public or press releases, in reports, in studies and the like; (c) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Syndicated Services or except as permitted by applicable law not capable of exclusions; (d) use or access the Data or Syndicated Services to build or support, and/or assist a third party in building or supporting, products or services competitive to Kantar or its Affiliates; (e) remove any proprietary notices or labels from the Data or Syndicated Services; (f) use the Data or Syndicated Services in any manner that could damage, disable, overburden, impair, obstruct or otherwise interfere with Kantar’s provision of the Data or Syndicated Services or its business; (g) use the Syndicated Services to store or transmit computer viruses or other harmful code; (h) interfere with or disrupt the integrity or performance of the Syndicated Services; and/or (i) attempt to gain unauthorized access to the Syndicated Services or its related systems or networks. c. Availability. From time to time, Kantar may: (a) temporarily suspend for the purpose of emergency repair, emergency maintenance or emergency improvement, all or part of the Syndicated Services without notice; and/or (b) temporarily suspend all or part of the Syndicated Services for scheduled support and maintenance by providing notifications and giving reasonable notice of such suspensions. d. Licence Audit. Client agrees to maintain adequate books and records relating to its compliance with the terms of the Agreement, including details of Authorised Users, during the term of the Agreement and for 3 years thereafter. Such books and records shall be available at Client’s place of keeping for inspection, at Kantar’s expense, for the purpose of determining whether Client has complied with the terms of the Agreement. Any audits will be performed during normal business hours and with at least 10 business days’ written notice. If any such audit discloses an underpayment or improper use of Syndicated Services or unauthorised distribution of any Data, Kantar reserves the right, in its sole discretion, to (a) invoice Client for the additional fees due and Client shall pay such invoice within 30 days of receipt, and/or (b) terminate the Agreement. e. Security. Client will and will ensure that its Authorised Users observe reasonable security procedures relating to passwords including by keeping the password confidential and not sharing or permitting access to the Syndicated Services by any other person. Client shall use reasonable efforts to assist Kantar in identifying and preventing any unauthorized use of Syndicated Services and immediately notify Kantar of any Authorised User who ceases to be an employee of Client or who is otherwise no longer to be permitted access to the Syndicated Services for whatever reason and such Authorised User’s account will be deactivated. Client is responsible for ensuring Authorised User compliance with this Agreement and accepts responsibility and liability for the acts and omissions of its Authorised Users. 8. CONFIDENTIALITY, DATA PROTECTION a. Disclosing and Receiving Parties. If a party receives or acquires Confidential Information directly or indirectly under the Agreement, it shall be referred to as the “Receiving Party”. If a party discloses Confidential Information under the Agreement, it shall be referred to as the “Disclosing Party”. b. Duty of Care. During and after the term of the Agreement, the Receiving Party shall: (a) hold the Disclosing Party’s Confidential Information in confidence using the same degree of care that it uses to protect its own Confidential Information (but in no event less than a reasonable degree of care); (b) use the Disclosing Party’s Confidential Information solely in connection with performing its obligations hereunder; and (c) not disclose or make available any of the Disclosing Party’s Confidential Information to any employee or other third-party without the prior written consent of the Disclosing Party except to a limited number of its employees, consultants, subcontractors and legal advisors who have a need to know the Disclosing Party’s Confidential Information in order to perform its obligations under the Agreement. Additionally, the Receiving Party may disclose the financial terms of the Agreement to its legal and business advisors and to potential investors provided such third parties agree to maintain the confidentiality of the Confidential Information. Each party shall ensure that any individual or entity receiving Confidential Information for or on behalf of the Receiving Party will be bound by terms at least as protective of the Disclosing Party’s Confidential Information as those contained in the Agreement. Receiving Party will notify the Disclosing Party promptly of any unauthorized use or disclosure of the Disclosing Party’s Confidential information and provide reasonable assistance to the Disclosing Party and its licensors in the investigation and prosecution of such unauthorized use or disclosure. Whenever requested by Disclosing Party, and in any event upon the expiration or termination of the Agreement, Receiving Party shall immediately, at its own expense, return to the Disclosing Party all manifestations of the Disclosing Party’s Confidential Information except (x) as otherwise required by applicable law, or (y) in accordance with its internal document retention and back-up policies, in which case, the Receiving Party’s obligations in this clause 8b shall continue until such time as such Confidential Information is returned or securely destroyed. Disclosing Party may request from Receiving Party a written certification, signed by an officer, that all such Confidential Information has been destroyed. c. Exceptions. Notwithstanding anything to the contrary in the Agreement, the Receiving Party shall be permitted to disclose Confidential Information if, and to the extent such disclosure is required to be made pursuant to a request by governmental authority, law, regulation, rules or valid subpoena, other administrative or legal process not be in violation of this clause 8c for disclosure of the Disclosing Party’s Confidential Information that is required to be disclosed pursuant to governmental or judicial process, or court order, in which event the Receiving Party will, to the extent permitted (a) promptly provide notice of such process to the Disclosing Party in order that it may have every opportunity to intercede in such process to contest such disclosure and (b) cooperate with the Disclosing Party to limit the scope of the disclosure and obtain further means of protecting the confidentiality of the Confidential Information. d. Injunctive Relief. In the event of an actual or threatened breach of these confidentiality provisions, the parties agree that the non-breaching party may have no adequate remedy at law and shall be entitled to seek relief by way of an injunction and/or specific performance, for any threatened or actual breach by the other party of this Agreement, without the need to prove or quantify loss or damage. e. Duration. The rights and obligations of the parties under the Agreement expire 3 years after the date of expiration or termination, provided that with respect to Confidential Information that constitutes a trade secret under the laws of any jurisdiction, such rights and obligations will survive such expiration or termination until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of the Receiving Party or its representatives. f. Personal Data. Both parties will comply with all the obligations imposed on independent controllers of personal data under the Data Protection Act 2018 and the General Data Protection Regulation 2016, including prompt notification of any potential or actual breach of these obligations. Both parties will always use appropriate technical and organisational measures to protect any of the other party’s personal data that is held as part of the Syndicated Services against loss or unauthorised use or access. 9. REPRESENTATIONS AND WARRANTIES a. Mutual Representations. Each party represents and warrants that (a) it has the authority to enter into the Agreement and that the performance of its obligations hereunder will not breach any other contract by which it is bound and (b) it will comply with all applicable laws, regulations, rules, codes and judicial orders in relation to this Agreement. b. Client Representations. Client represents and warrants that (a) its use of the Syndicated Services shall, at all times be in compliance with the terms and conditions outlined in clause 7 of the Agreement, and (b) use of the Client Materials in the manner contemplated by the applicable Order Document and in accordance with the terms of the Agreement, will not infringe any third party IP Rights. c. Kantar Representations. Kantar represents and warrants that (a) it will use reasonable skill and care in providing the Syndicated Services; and (b) use of the Syndicated Services as provided by Kantar to Client, used in the manner contemplated by the applicable Order Document and in accordance with the terms of the Agreement, will not infringe any third party IP Rights. d. Disclaimer. Except for the express warranties in the agreement, each party hereby disclaims all warranties, whether express, implied, statutory or other, under or in connection with the agreement or any subject matter hereof 10. INDEMNIFICATION a. Kantar Indemnification. Kantar shall indemnify the Client and keep the Client indemnified from and against all losses, damages, liabilities, claims, reasonable costs and expenses (including reasonable legal costs) (collectively “Damages”) which are incurred by the Client directly arising out of any claim that use of the Syndicated Services and/or Data in accordance with the Agreement infringes, misappropriates or violates a party’s or other entity’s IP Rights. b. Client Indemnification. Client shall indemnify, defend and hold harmless Kantar, Kantar Affiliates and their personnel (collectively the “Kantar Indemnitees”), from and against any and all Damages directly or indirectly arising out of or in connection with or from (a) any claim that use of the Client Materials in accordance with the Agreement infringes, misappropriates or violates a party’s or other entity’s IP Rights, (b) any breach arising from Client’s or its personnel’s use of the Syndicated Services for a different purpose, or outside the terms of the Agreement or the applicable Order Document, (c) Client’s breach of any representation or warranty set forth in clause 9 of the Agreement, or (d) any investigation carried out by a regulatory authority with respect to the Syndicated Services in connection with Client or Client's industry. c. Indemnification Procedure. Liability under this indemnity clause is conditional on the Indemnitee complying with this clause 10c. If an Indemnitee seeks indemnification under the Agreement, the Indemnitee shall (a) give prompt notice to the indemnifying party (“Indemnitor”) of a claim and the Indemnitor shall assume the defence of such claim, (b) grant authority to Indemnitor to defend or settle any related action or claim and (c) provide, at Indemnitor’s expense, such information, cooperation and assistance to Indemnitor as may be reasonably necessary to defend or settle the claim or action. An Indemnitee’s failure to give prompt notice shall not constitute a waiver of the Indemnitee’s right to indemnification and shall affect Indemnitor’s indemnification obligations only to the extent that Indemnitor’s rights are materially prejudiced by such failure or delay. Notwithstanding anything to the contrary set out in the Agreement an Indemnitee may participate, at its own expense, in any defence and settlement directly, or through counsel of its choice, and Indemnitor shall not, without the prior written consent of the Indemnitee, enter into any settlement agreement on terms that would diminish the rights provided to the Indemnitee, or increase the obligations assumed by the Indemnitee under the Agreement. 11. LIABILITY AND CONCLUSIONS a. Liability. Neither party will be liable to the other party (or to any person or entity claiming through the other party) for any (i) special, (ii) incidental, (iii) indirect, (iv) consequential, (v) exemplary, or (vi) punitive damages or (vi) any lost profits arising out of or in any manner connected with the Agreement or the subject matter hereof, regardless of the form of action and whether or not such party has been informed of or otherwise might have anticipated the possibility of such damages. In no event shall Kantar’s aggregate liability arising out of or relating to the Agreement, regardless of the basis, exceed the cumulative amount of payments received or due to Kantar from Client under the relevant order document in the 12 month period immediately preceding the date upon which the cause of action first arose. b. Exclusions Nothing in the Agreement will operate to exclude or limit a party’s liability for (a) death or personal bodily injury caused by its or its employees or subcontractors’ negligence, (b) for any fraudulent misrepresentation or (c) for any other liability which cannot be excluded or restricted by law. c. Conclusions. If conclusions, findings, or recommendations (“Conclusions”) are included in the Data such Conclusions are solely and exclusively an opinion and are based on variable assumptions used in the field of market research, based on a controlled test environment. In no event shall Kantar be liable to Client (or any third parties) for any Damages whatsoever with respect to any Conclusions made by Kantar in the Data. Client hereby acknowledges that it shall be solely responsible for the consequences of any action taken by it or any third parties based on Conclusions or the interpretation of such Conclusions. 12. MISCELLANEOUS a. Force Majeure. Neither party shall be in breach of the Agreement, nor liable for delay in performing, or failure to perform, any of its obligations under the same (except for Client’s obligations to pay fees and expenses), if such delay or failure result from Force Majeure. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. b. Order of Precedence. If there is a conflict between the terms of the Agreement and the terms of an Order Document the order of precedence is as follows: (a) the Agreement and (b) any Order Document executed hereunder. c. Assignment. Neither party may assign or transfer any part of the Agreement without the written consent of the other party, except assignment of the Agreement in its entirety or in part to an: (a) Affiliate, (b) a party’s successor pursuant to a merger, reorganization, consolidation or sale or (c) an entity that acquires all or some of a party’s assets. If the assignment is made by either party to a competitor of the non-assigning party, then the parties agree that the non-assigning party may terminate the Agreement on not less than thirty (30) days’ written notice to the assignee and the assignor. d. No Partnership or Agency. The parties are independent contractors and nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between them, constitute any person as the agency of another, nor authorise the other party to make or enter into any commitments for or on behalf of any other. e. Notice. Except as specifically provided herein, all notices required hereunder shall be in writing and shall be given by: (a) personal delivery, in which case notice shall be deemed effective upon personal delivery, (b) signed for mail, in which case notice shall be deemed effective 1 business day following posting for UK addresses, and 5 business days following posting for all other addresses, or (c) email, in which case notice will be deemed effective upon confirmed receipt. The mailing addresses for giving notice shall be the parties' respective addresses set out on the Order Document, or any other address as shall be specified by a party in a written notice to the other party. f. Governing Law and Jurisdiction. The Agreement will be governed by and construed with the laws of England and Wales. All claims or disputes arising out of or in connection with the Agreement shall be heard exclusively by the courts of England. To that end, each party irrevocably consents to the exclusive jurisdiction of, and venue in, such courts, and waives any objection it may have to any proceedings brought in any such court. Client consents to the service of process in connection with any such claim or dispute by the mailing thereof by registered or certified mail, postage prepaid to Client, at the address for notice set out in, or designated pursuant to, the Agreement. g. Cumulative Remedies. The rights and remedies provided for in the Agreement are cumulative and shall be in addition to (not in lieu of) any other rights and remedies provided by law or in equity. h. Waiver. No course of dealing, failure by either party to require the strict performance of any obligation assumed by the other, or failure by either party to exercise any right or remedy to which it is entitled, shall constitute a waiver or cause a diminution of the obligations or rights provided under the Agreement. No provision of the Agreement shall be deemed to have been waived by any act or knowledge of either party, but only by a written instrument signed by a duly authorized representative of the party to be bound thereby. Waiver by either party of any default shall not constitute a waiver of any other or subsequent default. i. Modification. The terms, conditions, covenants and other provisions of the Agreement may be modified, amended, supplemented or otherwise changed only by a written instrument that specifically purports to do so and is physically executed by a duly authorized representative of each party. j. Severability. If a court of competent jurisdiction declares any provision of the Agreement to be invalid, unlawful or unenforceable as drafted, the parties intend that such provision be amended and construed in a manner designed to effectuate the purposes of the provision to the fullest extent permitted by law. If such provision cannot be so amended and construed, it shall be severed, and the remaining provisions shall remain unimpaired and in full force and effect to the fullest extent permitted by law. k. No Third-Party Beneficiaries. The Agreement is for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of the Agreement. l. Survival. The provisions of the Agreement that, by their nature and content, must survive the completion, rescission, termination or expiration of the Agreement in order to achieve the fundamental purposes of the Agreement shall so survive and continue to bind the parties. Without limiting the generality of the forgoing, the parties specifically acknowledge that the following provisions of the Agreement shall survive such completion, rescission, termination or expiration: clause 2d, 6, 7d, 8, 9, 10, 11 and 12. m. Dispute Resolution. In the event of any dispute arising out of the Agreement, the disputing party shall give written notice to the other party of the dispute. Following receipt of the notice the parties shall attempt to settle the dispute by negotiation. To this end, the parties shall reasonably endeavour to consult or negotiate with each other, in good faith, and, recognizing their mutual interests, attempt to reach a just and equitable settlement satisfactory to the disputing party. Negotiations shall be conducted between the parties’ respective most senior representatives with overall responsibility for the relationship between the parties. If a dispute is not settled by negotiation within a period of 4 weeks from the date of notification of the dispute (unless the parties agree upon a longer time period), then either party may refer the dispute to the court. n. Entire Agreement. The Agreement constitutes the complete understanding of the parties and supersedes all prior or contemporaneous agreements, discussions, negotiations, promises, proposals, representations and understandings (whether written or oral) between the parties, regarding the subject matter of the Agreement. Any terms attached to or referenced in Client’s purchase order are expressly rejected. Client specifically acknowledges that it did not enter into the Agreement in reliance upon any agreement promise, representation or understanding made by or on behalf of Kantar that is not contained in the Agreement.