TERMS & CONDITIONS

Bahrain International Exhibition Centre ("Licensor")

TERMS & CONDITIONS

TABLE OF CONTENTS PAGE(S)

1. Definition and Interpretation
2. Compliance with Terms
3. Services
4. Payment of Licence Fee and Security Deposit
5. Use of Licence Area
6. Use of the Centre and its Facilities
7. Name and Use of Corporate Logo
8. Public Ticketed Events
9. Souvenir, Novelty and Concession Items
10. Broadcast and Recording Rights
11. Crowd Management and Emergency Procedures
12. Public Liability Insurance
13. Licensee's Warranties
14. Licensee's Undertakings
15. Payment
16. Indemnity
17. Cancellation of Event by Licensee
18. Cancellation of Licence by Licensor
19. Expiry of Licence Period, Dismantling
20. Final Settlement
21. Residual Matters
22. Force Majeure
23. Exclusion of Licensor's Liability
24. No Legal Estate
25. Assignment and Novation
26. Remedies, Waivers, Amendments and Consents
27. Exercise of Licensor's Rights or Remedies
28. Communications
29. Partial Invalidity
30. Governing Law
31. Dispute Resolution

TERMS & CONDITIONS

1. DEFINITIONS & INTERPRETATION

   For the purposes of the Terms and Conditions, the following words and expressions shall, unless the context otherwise requires, have the following meanings respectively:-

   "Agreement"	means the Licence Agreement of which these Terms and Conditions form part;
   "Terms and Conditions"	shall bear the meaning attributed to such term in the Licence Agreement;
   "Licensor"	means the Bahrain International Exhibition Centre ("the Centre");
   "Common Areas"	means the corridors, passageways, entrances, exits, lobbies, stairs, stairways, fire escapes within the Centre, the use of which is necessary for obtaining access to and egress from the Licence Area;
   "Event"	means the events and functions (or any part of it) as described as Part 2 of Event Specifications to be held by the Licensee at the Centre during the Licence Period;
   "Final Settlement Date"	means the date specified in Part 5 of Event Specifications on which the balance amount (if any) due and owing to or by the Licensee shall be paid in full as stated in Clause 20;
   "Licence Area"	means the area(s) within the Centre described in Part 3 of Event Specifications;
   "Licence Fee"	means the fees as stated in Part 3 of Event Specifications (or any part thereof) payable by the Licensee to the Licensor in accordance with the Payment Schedule and the terms and conditions of this Agreement;
   "Licence Hours"	means the period(s) of time as described in Part 3 of Event Specifications;
   "Licence Period"	means the period stated in Part 3 of Event Specifications;
   "Licensee"	means the person or entity whose name, address and particulars are those stated in Part 1 of Event Specifications;
   "Licensor"	means Bahrain International Exhibition Centre, its permitted assigns and successors in title;
   "Non-Show Days"	means those days (where applicable) within the Licence Period on which the rehearsals, setting-up and dismantling works are to be carried out or otherwise means those days other than Show Days as stated in Part 3 of Event Specifications;
   "Show Days"	means those days within the Licence Period on which the Function will be held as stated in Part 3 of Event Specifications;
   "Payment Schedule"	means the payment schedule in respect of the Licence Fee as stipulated in Part 4 of Event Specifications;
   "Rules and Regulations"	means the rules and regulations relating to the use of the Centre for the time being in force during the Licence Period and which may be prescribed and/or amended by the Licensor from time to time;
   "Schedule of Charges"	means the Schedule of Charges for Services and Equipment Hire levied by the Licensor in addition to the Licence Fees for the provision of specific services and equipment hire not included in the License Fees in force from time to time;
   "Schedule of Services"	means the Schedule of Services included in the Licence Fees specifying all services provided by the Licensor free of charge during the Event;
   "Security Deposit"	means the sum of money that is equivalent to five per cent (5%) of the Licence Fee payable by the Licensee at the time of execution of this Agreement;
   "Units"	means those parts of the Centre as divided into individual lots by the Licensor and "Unit" means anyone of the Units.

2. COMPLIANCE WITH TERMS

   The Licensee hereby agrees to observe and comply with all the terms and conditions of this Agreement and to procure and ensure that all other parties present at or involved with, in any way whatsoever, the Event will observe and comply with all the terms and conditions of this Agreement. Without limiting the generality of the foregoing, the Licensee hereby agrees to pay the Licence Fee and Deposit in accordance with clause 4, not to do any act, matter or thing which would or might vitiate in whole or in part any insurance effected by the Licensor in respect of the Centre, to replace, rectify, remedy and make good any damage caused to the Licence Area and the Centre arising out of the fitting-out or dismantling works, to comply strictly with all laws regarding copyrights, royalties and trademarks and not to infringe on any related statutory law, common law, or other right of any persons during its use of the Centre.

3. SERVICES
   1. The Licensor shall provide the standard services specified in the Schedule of Services to the Licensee during the Licence Period for the purpose of the Event.
   2. Additional services may be provided at the Licensor's discretion upon the request of the Licensee and upon payment of additional fees detailed in the Schedule of Charges issued by the Licensor from time to time.

4. PAYMENT OF LICENCE FEE & SECURITY DEPOSIT
   1. The Licence Fee shall be paid strictly in accordance with the Payment Schedule. Without prejudice to the foregoing, the Security Deposit and the Licence Fee shall be paid in full before the commencement of the Licence Period.
   2. No part of the Licence Fee paid shall be refunded except in accordance with the provisions of this Agreement.
   3. The Licensee shall contemporaneous with the execution of this Agreement pay to the Licensor the Security Deposit as a continuing security for the performance and observance by the Licensee of the several terms, conditions and undertakings contained in this Agreement to be observed and performed on the part of the Licensee.
   4. The Security Deposit shall be refunded to the Licensee free of interest within thirty (30) days after the expiration of the Licence Period subject to the deduction by the Licensor of such sum(s) expended by the Licensor in rectifying or remedying any damage to the Licence Area caused by the Licensee or arising out of the default by the Licensee in observing or complying with any term, condition or undertaking (on the part of the Licensee to be observed and complied with) in this Agreement.
   5. The Licensor shall be entitled to terminate this Agreement forthwith by written notice to the Licensee in the event the Licence Fee or any part thereof and/or the Security Deposit is not paid within the time limited by this Agreement. Any termination pursuant to this Clause 4 (e) shall be without prejudice to the Licensor's rights and remedies under this Agreement or at law.

5. USE OF LICENCE AREA

   The Licence Area shall be available for the use and purposes detailed in the Event Specifications by the Licensee during the Licence Hours throughout the duration of the Licence Period. Any change in the use of the Licence Area or any use of the Licence Area beyond the Licence Hours and/or the Licence Period shall be subject to the prior written consent of the Licensor and the payment of such additional charges as the Licensor may decide from time to time.

6. USE OF THE CENTRE & ITS FACILITIES
   1. The Licensor reserves the right to refuse entry to or to immediately eject from the Centre any person whose presence is in the opinion of the Licensor undesirable and/or whose conduct is objectionable, disorderly or disruptive or in violation of any laws.
   2. No access to any restricted area shall be allowed to any person except with the prior permission in writing of the Licensor.
   3. Alterations to the Centre, its facilities or any part thereof, the bringing of heavy or bulky items or the affixing of decorations, signs and posters shall require the prior written permission of the Licensor. Any non-observance of this term shall entitle the Licensor to remove the items in question or have them removed through a third party. The Licensee shall be liable for payment of all costs of removal and for the repair of any damage which may have been caused.
   4. The Licensee shall be responsible for ensuring that all rented items from the Licensor are restored at the end of the Licence Period to the same good order and condition as at the commencement of the Licence Period.
   5. The Licensor accepts no responsibility for items brought onto the Centre by the Licensee. Such items shall be stored at the Licensee's sole risk in the area(s) allotted to it and must be removed at the end of the Licence Period. The Licensor reserves the right to charge storage expenses for any items which have not been so removed and collected within the Licence Period. The Licensor is also entitled to have such items removed and stored at the Licensee's risk and expense or have these items disposed. The Licensee shall have no claim whatsoever against the Licensor in respect of the manner and conduct of the removal, storage, sale and/or disposal of such items.

7. NAME & USE OF CORPORATE LOGO
   1. During the continuance of the Licence Agreement, the Licensor shall permit the Licensee to use the Licensor's name, trademark(s) or logos, in the version officially approved by the Licensor, in any of the Licensee's publications promoting or otherwise describing the Event.
   2. Except as provided in Clause 7(a), the Licensee shall have no right to use the Licensor's name, trademark(s) or logos and the Licensee acknowledges that all intellectual property and proprietary rights in the Licensor's name trademark(s) and logos are, and shall remain, vested solely in the Licensor.

8. 8.0 PUBLIC TICKETED EVENTS
   1. In the event that the Licensee wishes to charge entrance fees for its Event, the Licensee shall hire the Licensor's ticketing system and if so required by the Licensor, such personnel designated by the Licensor to operate the ticketing system. The Licensee shall not engage other means for tickets selling and distribution without the prior written consent of the Licensor.
   2. The Licensor and the Licensee shall mutually agree the amount of entrance fees for various categories of visitors.
   3. The Licensor and the Licensee are each entitled to a share of the entrance fees as specified in the Standard Licence Agreement of which these Terms and Conditions form an integral part.

9. SOUVENIR, NOVELTY & CONCESSION ITEMS

   The sale of exhibits, promotion tickets, vouchers, souvenirs, novelty and concession items by the Licensee is subject to obtaining the prior written consent of the Licensor. In the event that any approval, consent or licence for the sale of any such items is required from any government department or authority, it shall be the Licensee's sole responsibility to comply with and to obtain such necessary approval or consent.

10. BROADCAST & RECORDING RIGHTS

    The broadcasting, telecasting, videotaping, recording or transcription activity, whether visual or audio, for the purpose of commercial gain or profit is subject to the prior approval of the Licensor and payment of such fees as may be decided by the Licensor from time to time.

11. CROWD MANAGEMENT & EMERGENCY PROCEDURES

    The Licensee shall at its own cost and expense observe and comply with the Centre's prevailing crowd management procedures, emergency procedures and evacuation plans in force from time to time and shall be responsible for making and providing its own security arrangements.

12. PUBLIC LIABILITY INSURANCE
    1. The Licensor shall effect and maintain public liability insurance in the joint names of the Licensor and of the Licensee and its sub-licensees and the contractors to the Licensee and its sub-licensees, such insurance to be upon such terms and conditions and with such exceptions as the Licensor shall in its absolute discretion agree with the underwriters from time to time.
    2. The Licensor is entitled to recover the Insurance Premium from the Licensee at a daily rate specified in the Schedule of Services in force during the Event.
    3. The Licensor shall ensure that the insurance referred to in Clause 12 (a) be maintained with an insurance company duly licensed in Bahrain.

13. LICENSEE'S WARRANTIES

    The Licensee warrants to and for the benefit of the Licensor that:

    1. it has the power to enter into, exercise its rights under and perform and comply with its obligations under this Agreement;
    2. it has the power and authority to hold the proposed Event and carry out the activities which is proposed to be carried out at the Event;
    3. all action, conditions, consents and things required to be taken, fulfilled and done in order (i) to enable it lawfully to enter into, exercise its rights under and perform and comply with its obligations under this Agreement; (ii) to ensure that those obligations are legally binding and enforceable, and (iii) to make this Agreement admissible in evidence in the courts of Bahrain have been taken, fulfilled and done;
    4. all necessary consents, including (but not limited to) consents from the relevant authorities, franchise owners, trademark and copyright proprietors have been obtained and are valid to enable it to hold the proposed Event;
    5. no music, literary or artistic work or other property protected by copyright will be performed, reproduced or used, nor will the name of any entity protected by trademark be reproduced or used during the Event unless the Licensee has obtained written permission from copyright owner(s) or trademark holder(s);
    6. it shall comply strictly with all laws regarding copyrights, royalties and trademarks;
    7. it shall not infringe on any statutory law, or other right of any person during its use of the Centre;
    8. no litigation or administrative proceedings are threatened or pending (whether or not against it which would prevent it from holding the proposed Event;
    9. it has fully disclosed to the Licensor all material information regarding the Event which is necessary in order to enable the Licensor to grant the Licence and permit it to hold the Event at the Licence Area during the Licence Period; and
    10. each of the above warranties will be correct and complied with in all respects from the date of this Agreement until the expiry of the Licence Period as if repeated then by reference to the then existing circumstances.

14. LICENSEE'S UNDERTAKINGS

    The Licensee agrees and undertakes:

    1. that it shall be solely responsible and liable for all acts or omissions of all persons, including but not limited to its agents, clients, contractors, customers and patrons;
    2. to pay to the Licensor the Licence Fee in full in accordance with the Payment Schedule;
    3. to hold the Event, as approved by the Licensor, during the Show Days;
    4. to maintain at the Licence Area an attractive display in keeping with the standards maintained elsewhere in the Centre;
    5. to keep the Licence Area and/or the Centre clean and tidy and clear of rubbish and to leave same in a clean and tidy condition and free of the Licensee's furniture, equipment, goods and chattels (if any) at the expiry of the Licence Period;
    6. to carry out or cause to be carried out all setting-up and/or dismantling works in a good workmanlike manner and to replace, rectify, remedy and make good any damage caused to the Licence Area and the Centre arising out of such setting-up and/or dismantling works;
    7. not to obstruct the Common Areas or cause the same to become dirty or untidy nor to leave any rubbish on them;
    8. not to display any signs, notices or placards within the Centre without the prior written consent of the Licensor;
    9. not to use the Licence Area and the Common Areas in such a way as to cause any nuisance, damage, disturbance, annoyance, inconvenience or interference to the Centre or adjoining or neighbouring Units or to the users, occupiers or owners of such adjoining or neighbouring Units;
    10. not to do any act, matter or thing which would or might constitute a breach of any statutory requirement affecting the Centre or which would or might vitiate in whole or in part any insurance effected by the Licensor from time to time;
    11. to strictly observe and comply with the Rules and Regulations for the time being in force (as amended from time to time) made by the Licensor governing the use of the Centre;
    12. not to collect, attempt to collect or make announcement with a view to collecting donations and offerings in the Centre, whether for charity or otherwise, without prior written approval of the Licensor;
    13. not to impede in any way the licensor or its officers, servants or agents in the exercise of the licensor's rights of possession and control of the Centre and every part thereof;
    14. to comply with all applicable requirements and regulations, obtain all necessary permits, licences, grants and approvals, give all notices, give all undertakings and guarantees, pay all fees, charges, taxes (including all Goods and Services. Taxes payable in connection with this Agreement) and duties, and bear all costs whatsoever in connection with the licensee's use of the licence Area and/or the Centre;
    15. to permit the Licensor's authorised officers, servants and agents to enter the Licence Area for any purpose and at any time;
    16. not to allow or cause any livestock or animals whatsoever to be brought into the Centre unless they are for a purpose previously approved by the Licensor for or in connection with the Event;
    17. to strictly observe and ensure that all persons, including but not limited to the Licensee's agents, clients, contractors, customers and patrons, while in the Licence Area strictly observe all the non-smoking signs put up by the Centre in the Licence Area;
    18. to ensure that no advertising and sales of any kind whatsoever shall be made or conducted within the Centre and the surrounding premises unless prior written approval has been granted by the Licensor and all governmental and municipality approvals have been obtained; and
    19. to observe and comply with such written directions and instructions that the Licensor may from time to time issue to the Licensee governing the grant of the licence, the Event and/or the use of the Licence Area and the Centre.

15. PAYMENT
    1. Any payment of monies to be made by the Licensee to the Licensor under the provisions of this Agreement shall be paid in Bahrain Dinar on the due dates free and clear of any set-off or counterclaim and without any deduction or withholding for or on account of any taxes, duties, levies, charges, imposts or any other deductions of whatsoever nature now or hereafter imposed. Provided that the Licensee shall pay, in addition to the Licence Fee, any duties and taxes that may be imposed by the revenue authorities for the grant of the licence, the provision of the standard services or the provision of any additional services by the Licensor.
    2. Unless otherwise agreed to by the Licensor, all payments to be made by the Licensee to the Licensor shall be in cash or cash equivalent. If any payment is made by way of cheques, the Licensee agrees that any such cheque shall be delivered to the Licensor in advance so that on the due date for payment the Licensor will be able to present any such cheque for payment within the banking hours on such due date.
    3. If the Licensee shall fail to pay any sum due by it under this Agreement on the due date for payment therefor then, without prejudice to any other rights which the Licensor may have against the Licensee under this Agreement, the sum unpaid shall bear interest at the rate equal to 3% per annum above the then existing prime lending rate from time to time of the Standard Chartered Bank calculated on a daily basis and on the basis of a 360 day year from the due date to the date of payment.
    4. If the Licensee fails to pay any sum when due, then, without prejudice to Clause 15(c), the Licensor may take possession at any time of any property or thing of the Licensee in the possession of the Licensor until such sum is paid in full and if payment is not made within 14 days after the Licensor so takes possession the Licensor may sell any such property or thing and may apply the net monies so obtained (after deduction of the costs of taking possession, storage and sale) in payment of such sum due and owing PROVIDED THAT any money or property remaining after such payment has been made and costs met will be held by the Licensor free of interest until the Final Settlement Date and dealt with in accordance under Clause 20 of the Agreement and Licensee shall have no claim whatsoever against the Licensor whether in respect of the taking of possession of the property or thing or of the manner and conduct of the storage or of the sale and PROVIDED FURTHER THAT if the moneys so obtained are not sufficient to pay such sums and costs the Licensee shall remain liable for any balance unpaid.

16. INDEMNITY

    Without prejudice to any other rights of the Licensor, the Licensee shall fully indemnify and hold harmless the Licensor, its contractors, agents and employees and each of them from and against any and all actions, claims (including third party claims), demands, damages, expenses, compensation, costs (including legal costs on a full indemnity basis), charges, liabilities proceedings and other adverse consequences which they or any of them may suffer or incur arising out of or in connection with:

    1. any breach or non-compliance on the part of the Licensee or any exhibitor, delegate, guest, invitee or other sub-licensee and their contractors, sub- contractors, agents or employees or any of them of the terms of this Agreement or any relevant legislations and regulations or any infringement of any third party's copyright or other intellectual property rights; and
    2. any death or injury to person or loss or damage to property occasioned to any party at the Licence Area or otherwise or where such death, injury, loss or damage is attributable to any act or omission or negligence of the Licensee, its employees, agents or contractors.

17. CANCELLATION OF EVENT BY LICENSEE
    1. In the event the Licensor permits the Licensee to cancel the Event for whatever reason, the Licensee shall pay to the Licensor the agreed and liquidated damages as set out in Clause 17 (b).
    2. In the event that the Event is cancelled by the Licensee pursuant to Clause 17 (a), the Licensee shall pay to the Licensor the agreed and liquidated damages for such cancellation at the following rates :-
       • 10% of the License Fees if the cancellation takes place more than one (1) year prior to the Licence Period;
       • 50% of the License Fees if cancellation takes place more than six (6) months but less than one (1) year prior to the Licence Period;
       • 100% of the License Fees if cancellation take place six (6) months or less prior to the Licence Period.
    3. The payment under Clause 17 (b) shall be a debt due from the Licensee and the Licensor may without prejudice to any other remedies at law deduct same from the Security Deposit and/or from the Licence Fee instalments or any monies held by the Licensor.

18. CANCELLATION OF LICENCE BY LICENSOR
    1. If at any time and for any reason, whether within or beyond the control of either the Licensor or the Licensee, any of the following events occur then, at any time whether or not any such event is occurring, the Licensor may by written notice to the Licensee revoke the licence forthwith:
       1. if there is any default by the Licensee in paying the Licence Fee in accordance with the Payment Schedule or any other moneys agreed to be paid under this Agreement;
       2. if the Licensee shall be in default of any of the terms and conditions of this Agreement or in default of any of the undertakings or warranties given or agreed to by the Licensee under the provisions of this Agreement or if any such default is capable of remedy within [seven (7)] days after notice thereof has been given to the Licensee;
       3. if the Licensee, being a company, corporation or incorporated entity having a separate legal personality is wound-up or a petition for the winding-up or for the appointment of a judicial manager has been presented against it, or, being an individual or unincorporated entity is adjudicated a bankrupt or a petition for its bankruptcy has been presented against it;
       4. a distress, attachment, execution or other legal process is levied, enforced or sued out on or against the assets of the Licensee;
       5. it is or will become unlawful for either the Licensor or the Licensee to comply with any of its obligations under this Agreement by reason of any applicable law in force for the time being or by reason of any written direction issued by any relevant authority;
       6. this Agreement ceases for any reason to be the legal valid obligation of the Licensee;
       7. the Event as proposed by the Licensee and approved by the Licensor is not held or is not held in accordance with the programme approved by the Licensor;
       8. if the Licensee shall alter the Event, its programme or purpose without the prior written consent of the Licensor;
       9. if the Licensor shall become aware of circumstances under which the holding of the Event could, in the opinion of the Licensor, jeopardize public safety or order, or carry the risk of personal injury or damage to property; or
       10. any event occurs or circumstances arise which, in the opinion of the Licensor give(s) reasonable grounds for believing that the Licensee may not (or may be unable to) perform with any of its obligations under this Agreement.
    2. At any time after giving the written notice of revocation of the Licence the Licensor shall, without prejudice to any of its other rights arising out of this Agreement or in law, be entitled to barricade, seal off or otherwise deny access to the Licence Area by the Licensee Provided that the Licensee shall, with the prior approval of the Licensor, be permitted to have access to the Licence Area for the purpose of removing the Licensee's belongings or to carry out or caused to be carried out dismantling works. Any belongings to be removed by the Licensee or any dismantling works to be carried out by the Licensee shall be carried out within twenty-four (24) hours of the receipt by the Licensee of the Licensor's written notice of revocation of the Licence. At the expiration of the said twenty-four (24) hours, any belongings left unattended in the Licence Area or any fitting-out works not dismantled shall be dealt with by the Licensor as the Licensor deems fit without being answerable to the Licensee or any other person for any loss or damage whatsoever.
    3. If the Licence hereby granted is revoked pursuant to Clause 18 (a) this Agreement shall be deemed to be terminated at the same time as the Licensor issues the written notice of revocation. The Licence Fee (or any part thereof) paid to the Licensor shall be forfeited to the Licensor and the Licensee agrees that it shall have no claim against the Licensor arising out of such forfeiture whether under this Agreement or at law. The Licensor shall only be liable to refund to the Licensee the Security Deposit subject to such deductions the Licensor may make in respect of any default or non- compliance by the Licensee with any of its obligations under this Agreement or any sum of money outstanding.

19. EXPIRY OF LICENCE PERIOD & DISMANTLING
    1. Immediately after the Show Days the Licensee shall carry out or cause to be carried out the dismantling of the setting-up works. The dismantling works shall only be carried out by contractors approved by the Licensor and shall be completed to the satisfaction of the Licensor on or before the expiry of the Licence Period. Any damage to the Licence Area arising out of the dismantling works shall be made good by the Licensee and if the Licensee shall fail, for any reason whatsoever, to make good or otherwise rectify any damage caused the Licensor shall be at liberty to make good or otherwise rectify such damage and recover the cost of doing so from the Licensee.
    2. Without prejudice to Clause 19 (a), the Licensee shall remove all alterations, fittings, additions, improvements and other things brought onto or installed by it and clear the Centre of all structures, goods, waste and refuse and other materials and shall leave and deliver up the Licence Area to the Licensor cleared as aforesaid and in the same good order and condition as at the commencement of the Licence Period at the end of the Licence Period or if sooner the termination or cancellation of the Event or this Agreement.
    3. Without prejudice to any other provision of this Agreement the Licensor shall have the right to remove the Licensee and all persons present at the Licence Area on the expiry of the Licence Period or sooner termination or cancellation of the Event or this Agreement at the expense of the Licensee.
    4. Notwithstanding Clauses 19 (a) and 19 (c), if the Licensee fails or otherwise neglects to complete the dismantling works on or before at the expiry of the Licence Period, the Licensor shall at any time thereafter be entitled to do any or all of the following:
       1. enter upon the licence Area at the licensee's risk and expense and remove or cause to be removed all the licensee's properties and belongings and store, sell or otherwise dispose of such properties and belongings in such manner as the Licensor deems fit;
       2. enter upon the Licence Area and undertake the cleaning thereof; and
       3. do all other things necessary to restore the Licence Area to its original good order and condition and the Licensee shall be charged an occupation fee at the rate for the time being in force for the time taken to complete the works under this Clause 19 (d) which falls outside the Licence Period.
    5. In the exercise of the Licensor's rights under Clause 19 (d), the Licensee shall have no claim whatsoever against the Licensor and shall indemnify the Licensor from and against any claim whatsoever and howsoever arising that may be brought against the Licensor by any party.

20. FINAL SETTLEMENT
    1. Subject to the nature of the Event held, the Licensor shall, within [seven (7)] days after the expiry of the Licence Period provide the Licensee with a consolidated statement of account showing the amount owing by or to (as the case may be) the Licensee in respect of the Event held. Such statement of account shall show any other moneys payable by the Licensee under this Agreement and any moneys held by the Licensor on the Licensee's account.
    2. Any payment to be made by the Licensor or the Licensee, as the case may be, shall be made in full on the Final Settlement Date and the provision of Clause 15 (c) shall apply for any late payment by the Licensee to the Licensor.

21. RESIDUAL MATTERS

    Any matters not expressly covered by this Agreement or by applicable policy, rules and regulations adopted by the Centre shall be determined by the Licensor in its discretion.

22. FORCE MAJEURE
    1. If, by reason of any Event of Force Majeure, the Licensor is or reasonably expects that it will be prevented or otherwise hindered from fulfilling any of its obligations under this Agreement, it shall, at any time thereafter, be entitled to revoke or suspend the licence hereby granted. Any revocation or suspension of the licence pursuant to this Clause 22 (a) shall be made in writing, shall specify the Event of Force Majeure relied upon and shall be effective from the date of the written notice.
    2. In Clause 22 (a) above, the term "Event of Force Majeure" means:
       1. an act of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;
       2. act of any sovereign government, including, but not limited to, war, invasion, act of foreign hostilities (whether war be declared or not), civil unrest, rebellion, revolution, terrorism, insurrection, military or usurped power, or confiscation, nationalisation, compulsory acquisition, destruction, damage to property by or under the order of any government or public or local authority, or imposition of government sanction, embargo or similar action;
       3. any law, judgement, order, decree, embargo or blockade relating to labour dispute, including, but not limited to, strike, lockout or boycott.
       4. any other matter or cause beyond the control of the Licensor.
    3. If the licence is revoked or suspended pursuant to Clause 22 (a) during the Licence Period, the Licence Fee paid shall be reduced (and refunded to the Licensee) by such proportion as the period of revocation or suspension bears to the Licence Period. If the licence is revoked or suspended (pursuant to Clause 22 (a) before the commencement of the Licence Period, the Licence Fee (or such part thereof that has been paid) shall be refunded in full to the Licensee. Any refund of the Licence Fee pursuant to this Clause 22 (c) shall be made within thirty (30) days after the notice of revocation or suspension is issued and shall be without prejudice to any right (whether arising out of this Agreement or at law) that have accrued to the Licensor prior to the revocation or suspension of the licence.
    4. Notwithstanding anything hereinbefore contained, the Licensor shall not be liable to refund the Licence Fee to the Licensee if the Event of Force Majeure relied upon by the Licensor is caused or otherwise arises out of any action or inaction of the Licensee.
    5. Subject to Clause 22.3, the Licensor shall be under no liability to the Licensee or any other persons for any loss which they (or any of them) may sustain as a result of any Event of Forced Majeure, or in consequence of any revocation or suspension of the Licence, and upon the refund of the Licence Fee pursuant to Clause 22.3 being made, neither party shall thereafter have any claim against the other whether arising out of this Agreement or otherwise.

23. EXCLUSION OF LICENSOR'S LIABILITY
    1. The Licensor shall not be liable to the Licensee or to any other person for loss of life or injury to person or loss or damage to property or goods whether occasioned at the Licence Area or otherwise, except insofar that such loss of life or injury to person is caused by the negligence or wilful act of the licensor or its employees or loss or damage to property is caused by the gross negligence or wilful act of the licensor or its employees.
    2. Save as aforesaid, the Licensor and its officers, servants, employees or agents shall not be liable to the Licensee for any reason whatever, including but not limited to any delay in supplying, any failure to furnish, or for any limitation, curtailment, rationing, restriction or interruption of service of any water, gas, electricity, telephone, cold air serving the Licence Area or the Centre or for interruption of use of any equipment in connection with the supplying of any of the aforesaid services, caused by fire, accident, riot, strike, labour, dispute, act of God, the execution of any repairs or improvements, or causes beyond the control of the Licensor. In no event will the Licensor be liable for any indirect or consequential damages such as but not limited to loss of business, loss of profits, even if the Licensor has been advised of the possibility of such damage, loss or claim.

24. NO LEGAL ESTATE
    1. Nothing in this Agreement shall operate to convey or confer or be construed to convey or confer on the Licensee or any person any estate or interest, whether legal or equitable, in the Centre or any part thereof in any way whatsoever.
    2. The Licensee, as a separate and independent obligation, undertakes to the Licensor that it will vacate the Licence Area latest at the expiry of the Licence Hours specified in the Event Specifications.

25. ASSIGNMENT & NOVATION
    1. This Agreement shall benefit and be binding on the parties, their respective successors and any permitted assignee or transferee of some or all of a party's rights or obligations under this Agreement.
    2. The Licensee may not assign or transfer all or part of its rights, benefits or obligations under this Agreement except with the written approval of the Licensor which the Licensor may in its absolute discretion decline to give.
    3. The Licensee agrees that the Licensor may, at any time, assign or transfer all (or any part) of its rights or obligations under this Agreement to any person without the need to obtain the Licensee's consent, which consent shall be deemed to be given by this Agreement. The Licensee further agrees to treat any such assignee or transferee as the licensor for the purposes of this Agreement who shall be entitled to the full benefit of this Agreement to the same extent as if it were an original party in respect of the rights or obligations assigned or transferred to it.
    4. The Licensee shall at the request from time to time of the Licensor enter into a Novation Agreement in such form as the Licensor shall reasonably require whereby all of the Licensor's rights and obligations under this Agreement shall be taken over by another party nominated by the Licensor.

26. REMEDIES. WAIVERS. AMENDMENTS & CONSENTS
    1. No failure on the part of the Licensor to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedy provided to the Licensor under this Agreement are cumulative and not exclusive of any rights or remedies provided in law.
    2. This Agreement constitutes the entire agreement between the parties and supersedes all other agreements. The provisions of this Agreement may be amended only if the Licensor and the Licensee so agree in writing. Any waiver or consent given by the Licensor under this Agreement must be in writing and may be given subject to any conditions thought fit by the Licensor. Any waiver or consent shall be effective only in the instance and for the purpose for which it is given.

27. EXERCISE OF LICENSOR'S RIGHTS OR REMEDIES

    Any right or remedy conferred on the Licensor by this Agreement may be exercised by the Managing Director for the time being of the Licensor or its successor(s)-in-title and permitted assigns or by any person authorised by the Managing Director.

28. COMMUNICATION
    1. Each communication under this Agreement shall be made in writing and may be sent by mail, telex, facsimile transmission or delivered by hand. Each communication or document shall be marked for the attention of the person (if any) from time to time designated by that party for the purpose of sending and receiving communication under this Agreement.
    2. Any communication to any party shall be deemed to have been received by the addressee,
       1. if delivered by hand, at the time of such delivery;
       2. if sent by mail, two (2) working days following posting if posted to a local address; and five (5) working days following posting if posted to a foreign address; and
       3. if sent by telex or facsimile transmission, at the time of transmission, and in proving service, it shall be sufficient to prove that such communication was duly delivered, posted or sent as the case may be.

29. PARTIAL INVALIDITY

    The illegality, invalidity or unenforceability of any provision of the Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.

30. GOVERNING LAW

    This Agreement shall be governed by, and construed in accordance with, the laws of the Kingdom of Bahrain.

31. DISPUTE RESOLUTION

    All disputes arising from or related to the Agreement shall be finally settled in accordance with the Charter of the Commercial Arbitration Centre for the States of the Co-operation Council for the Arab States of the Gulf.

    1. Subject to Clause 31.3, any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Bahrain in accordance with the Arbitration Rules of the GCC Commercial Arbitration Centre ("GCCCAC Rules") for the time being in force which rules are deemed to be incorporated by reference into this Clause 31(a).
    2. Notwithstanding anything contained in the GCCCAC Rules, it is hereby agreed that any such dispute shall be referred to a sole arbitrator appointed by the Chairman for the time being of the GCC Commercial Arbitration Centre.
    3. The Licensor reserves the right to bring legal proceedings in any court of competent jurisdiction in relation to any dispute arising out of this Agreement, the Event or any matter or thing connected therewith.