NOTE: Clause with more than one paragraph should have sub numbers.

This depends on
the numbering style used. Example- If the clause is 6, the heading will be numbered 6
and the paragraphs numbered- 6.1, 6.2 etc. or 6(1), 6(2). I have numbered the first few
clauses as example. Please number the rest on your own.

6. CONFIDENTIALITY

(1) Each party undertakes that it shall not at any time OR at any time during this agreement,
and for a period of […] years after termination or expiry of this agreement, disclose to
any person any confidential information concerning the business, assets, affairs,
customers, clients or suppliers of the other party except as permitted by law.

(2) Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers

who need to know such information for the purposes of exercising the party's rights
or carrying out its obligations under or in connection with this agreement; Each party
shall ensure that its employees, officers, representatives, contractors, subcontractors
or advisers to whom it discloses the other party's confidential information comply with
this Clause; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or

regulatory authority.

(3) No party shall use any other party's confidential information for any purpose other than
to exercise its rights and perform its obligations under or in connection with this
agreement.

6. ENTIRE AGREEMENT

6.1. This agreement constitutes the entire agreement between the parties.

6.2. Each party acknowledges that in entering into this agreement it does not rely on any
statement, representation, assurance or warranty (whether made innocently or
negligently) that is not set out in this agreement.

6.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation
based on any statement in this agreement.

6. VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties
or their authorised representatives.
6. WAIVER

(1) (A waiver of any right or remedy is only effective if given in writing and shall not be
deemed a waiver of any subsequent right or remedy.

(2) A delay or failure to exercise, or the single or partial exercise of, any right or remedy
shall not waive that or any other right or remedy, nor shall it prevent or restrict the further
exercise of that or any other right or remedy.

6. SEVERANCE

6.1. If any provision or part-provision of this agreement is or becomes invalid, illegal or

unenforceable, it shall be deemed deleted, but that shall not affect the validity and
enforceability of the rest of this agreement.

6.2 If any provision of this agreement is deemed deleted under clause 6.1 the parties shall
negotiate in good faith to agree a replacement provision that, to the greatest extent
possible, achieves the intended commercial result of the original provision.

6. NOTICES

(1) Any notice given to a party under or in connection with this agreement shall be in writing
and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day
delivery service at its registered office (if a company) or its principal place of
business (in any other case); or
(b) sent by email to the provided addresses (or an address substituted in writing by
the party to be served):

(2) Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address; or

(b) if sent by pre-paid first-class post or other next working day delivery service, at
[9.00 am] on the second Business Day after posting; or

(c) if sent by email, at the time of transmission, or, if this time falls outside Business
Hours in the place of receipt, when Business Hours resume.

(3) This clause does not apply to the service of any proceedings or other documents in any
legal action or, where applicable, any arbitration or other method of dispute resolution.
6. THIRD PARTY RIGHTS

Unless it expressly states otherwise, the rights of the parties to rescind or vary this agreement
are not subject to the consent of any other person.

6. GOVERNING LAW
This agreement and any dispute or claim (including non-contractual disputes or claims) arising
out of or in connection with it or its subject matter or formation shall be governed by and
construed in accordance with the laws of The Gambia.

6. JURISDICTION

Each party irrevocably agrees that the courts of The Gambia shall have [exclusive] OR [non-
exclusive] jurisdiction to settle any dispute or claim including non-contractual disputes or claims
arising out of or in connection with this agreement or its subject matter or formation.

6. SET- OFF

6.1. A party may at any time, without notice to the other party, set off any liability of the other
party, whether the liability is present or future, liquidated or unliquidated, and whether or
not either liability arises under this agreement.

6.2. If the liabilities to be set off are expressed in different currencies, a party may convert
either liability at a market rate of exchange for the purpose of set-off.

6.3. Any exercise by a party of its rights under this clause shall not limit or affect any other
rights or remedies available to it under this agreement or otherwise.

FORCE MAJEURE

Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in
the performance of its obligations if such delay or failure results from events, circumstances or
causes beyond its reasonable control. The time for performance of such obligations shall be
extended accordingly.

If the period of delay or non-performance continues for [NUMBER] [weeks OR months], the
party not affected may terminate this agreement by giving [NUMBER] [days'] written notice to
the affected party.
ASSIGNMENT AND OTHER DEALINGS

Option 1: Assignment and other dealings prohibited

This agreement is personal to the parties and neither party shall assign, transfer, mortgage,
charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its
rights and obligations under this agreement.

OR
Option 2: Assignment and other dealings prohibited with exceptions
Subject to the further provisions of this Clause, neither party shall assign, novate, transfer,
mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with
any or all of its rights and obligations under this agreement without the prior written consent of
the other party (such consent not to be unreasonably withheld or delayed).

TERMINATION

Without affecting any other right or remedy available to it, either party may terminate this
agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay an amount due under this agreement on the due date for
payment and remains in default not less than [NUMBER] days after being notified in
writing to make such payment;]
(b) the other party commits a material breach of any term of this agreement and if such
breach is remediable , fails to remedy that breach within a period of [NUMBER] days
after being notified in writing to do so;
(c) the other party suspends or ceases, or threatens to suspend or cease, carrying on
business; or
(d) [the other party's financial position deteriorates so far as to reasonably justify the
opinion that its ability to give effect to the terms of this agreement is in jeopardy; or
(e) [the other party (being an individual) dies or, by reason of illness or incapacity
(whether mental or physical), is incapable of managing their own affairs or becomes
a patient under any mental health legislation; or
(f) [there is a change of control of the other party within the meaning of the relevant
legislation;

Without affecting any other right or remedy available to it, either party may terminate this
agreement on giving not less than [NUMBER] months' written notice to the other party

SURVIVAL
On termination or expiry of this agreement, the following clauses shall continue in force: clause
[NUMBER] ([NAME OF CLAUSE]), clause [NUMBER] ([NAME OF CLAUSE]) and clause
[NUMBER] ([NAME OF CLAUSE]).

Termination or expiry of this agreement shall not affect any rights, remedies, obligations or
liabilities of the parties that have accrued up to the date of termination or expiry, including the
right to claim damages in respect of any breach of the agreement which existed at or before the
date of termination or expiry.

COSTS

Except as expressly provided in this agreement, each party shall pay its own costs incurred in
connection with the negotiation, preparation, and execution and registration of this agreement
and any documents referred to in it.

CONFLICT

Option 1 - Agreement prevails any another document

If there is an inconsistency between any of the provisions of this agreement and the provisions
of any other document in connection to this agreement, the provisions of this agreement shall
prevail.

Option 2: Agreement prevails over another document

If there is an inconsistency between any of the provisions of this agreement and the provisions
of [SPECIFY DOCUMENT, FOR EXAMPLE, ARTICLES OF ASSOCIATION, MASTER
AGREEMENT OR PARTY 1'S STANDARD TERMS AND CONDITIONS OF SALE], the
provisions of this agreement shall prevail.

OR
Option 4: Body of the agreement prevails over the schedules
If there is an inconsistency between any of the provisions in the main body of this agreement
and the Schedules, the provisions in the main body of this agreement shall prevail.

LANGUAGE

This agreement is drafted in the English language and in [SPECIFY OTHER RELEVANT
LANGUAGE].
Any notice given under or in connection with this agreement shall be in English. All other
documents provided under or in connection with this agreement shall be in English, or
accompanied by a certified English translation.

TIME OF THE ESSENCE

Option 1:Time of the essence (all dates)

Time is of the essence for all times, dates and periods specified in this agreement or substituted
for them.

OR

Option 2:Time of the essence (specified dates)

Time is of the essence for the times, dates and periods specified in clause[s] [NUMBER(S)] or
substituted for them.

COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which shall constitute
a duplicate original, but all the counterparts shall together constitute the one agreement.

No counterpart shall be effective until each party has executed, provided OR delivered to the
other[s] at least one executed counterpart.

ARBITRATION
Any dispute arising out of or in connection with this contract, including any question regarding its
existence, validity or termination, shall be referred to and finally resolved by arbitration under the
ADR Act.
The number of arbitrators shall be [one / three].
The seat, or legal place, of arbitration shall be [City and / or Country].
The language to be used in the arbitral proceedings shall be […].
The governing law of the contract shall be the substantive law of [ …].

MEDIATION

Option 1:
If any dispute arises in connection with this agreement, the parties agree to enter into mediation
in good faith to settle such a dispute and will do so in accordance with the Alternative Dispute
Resolution Model Mediation Procedure OR other procedure. Unless otherwise agreed between
the parties within 14 [working] days of notice of the dispute, the mediator will be nominated by
[ADR CENTRE OR OTHER BODY OR OTHER PERSON].