[a] that such impediment is beyond its reasonable control; and[b] that it could not reasonably have been foreseen at the time of the conclusion of the contract; and…
[c] that the effects of the impediment could not reasonably have been avoided or overcome by the affected party.…
In the absence of proof to the contrary, the following events affecting a party shall be presumed to fulfil conditions (a) and (b) under paragraph 1 of this Clause:…
(i) war (whether declared or not), hostilities, invasion, act of foreign enemies, extensive military mobilisation;…
(ii) civil war, riot, rebellion and revolution, military or usurped power, insurrection, act of terrorism, sabotage or piracy;…
(iii) currency and trade restriction, embargo, sanction;…
(iv) act of authority whether lawful or unlawful, compliance with any law or governmental order, expropriation, seizure of works, requisition, nationalisation;…
(v) plague, epidemic, natural disaster or extreme natural event;…
(vi) explosion, fire, destruction of equipment, prolonged break-down of transport, telecommunication, information system or energy;…
(vii) general labour disturbance such as boycott, strike and lock-out, go-slow, occupation of factories and premises.…
A party successfully invoking this Clause is relieved from its duty to perform its obligations under the contract and from any liability in damages or from any other contractual remedy for breach of contract, from the time at which the impediment causes inability to perform, provided that the notice thereof is given without delay. If notice thereof is not given without delay, the relief is effective from the time at which notice thereof reaches the other party. Where the effect of the impediment or event invoked is temporary, the above consequences shall apply only as long as the impediment invoked impedes performance by the affected party. Where the duration of the impediment invoked has the effect of substantially depriving the contracting parties of what they were reasonably entitled to expect under the contract, either party has the right to terminate the contract by notification within a reasonable period to the other party. Unless otherwise agreed, the Parties expressly agree that the contract may be terminated by either party if the duration of the impediment exceeds 120 days.7. CONFIDENTIALITY…
For the purposes of this Agreement, “Confidential Information” shall mean any non-public information, including but not limited to, trade secrets, business plans, financial data, customer lists, proprietary processes, and any other information that is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with [purpose of the agreement].…
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