Transformation Services Agreement - NSW Department of Education ...

47.4 Counterparts
This agreement may be executed in any number of counterparts and by the parties on separate
counterparts. Each counterpart constitutes an original of this agreement, and all together
constitute one agreement.
47.5 [Omitted.]
47.6 Entire agreement
To the extent permitted by law, in relation to its subject matter, this agreement:
(a)
(b)
embodies the entire understanding of the parties, and constitutes the entire terms
agreed by the parties; and
supersedes any prior written or other agreement of the parties.
47.7 Further assurance
Each party will promptly do further acts and execute and deliver further documents (in form
and content reasonably satisfactory to that party) required by law or reasonably requested by
the other party to give effect to this agreement. The Contractor will cooperate with DEC and
its contractors and provide assistance reasonably required by them for purposes related to this
agreement.
47.8 Governing law
This agreement is governed by and will be construed according to the laws of New South
Wales.
47.9 Indemnities
(a)
(b)
Each indemnity in this agreement is a continuing obligation, separate and
independent from the other obligations of the parties, and survives termination,
completion or expiration of this agreement.
It is not necessary for a party to incur expense or to make a payment before
enforcing a right of indemnity conferred by this agreement.
47.10 Jurisdiction
Each party irrevocably:
(a)
(b)
submits to the non-exclusive jurisdiction of the courts of New South Wales, and the
courts competent to determine appeals from those courts, with respect to
proceedings which may be brought relating to this agreement; and
waives any objection it may now or in the future have to the venue of proceedings,
and any claim it may now or in the future have that proceedings have been brought
in an inconvenient forum, if that venue falls within clause 47.10(a).
47.11 Non-exclusivity
The Contractor's appointment is non-exclusive, so DEC may acquire the Services or similar
services (including services relating to the full deployment of the Solution should DEC decide
to proceed with it) from other persons or perform the Services or similar services itself,
including services which have been removed from or terminated under this agreement.
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