BARTER TERMS and CONDITIONS

1. This Barter Agreement (hereinafter the Agreement) is made between ITP and Service Provider (the Parties) for the Event as stated and defined in the barter agreement. The Service Provider undertakes not to place any media spend with the Restricted Competitive Titles while this Agreement is in force and to abide by any other competitive exclusions that are specified as part of the ITP’s Deliverables if such exclusions are so specified.
2. ITP and the Service Provider hereby agree to provide ITP’s Deliverables and the Service Provider’s Deliverables as specified in the barter agreement, each to the other.
3. Neither Party may carry over any unused Deliverables beyond the Term of this Agreement, which starts on the Commencement Date and ends on the Expiration Date. Both Parties agree that any remaining Deliverables is forfeit. Both Parties agree that Online advertisements that form part of the Deliverables supplied by either Party may be taken down at the end of the Term of this Agreement. Both Parties agree that editorial offered as part of ITP’s Deliverables is at the editor’s discretion.
4. Both Parties agree that the Deliverables may be used to promote the services and products of the receiving Party only. Any use by a third party, either in part or in whole of the Deliverables provided must be agreed in writing prior to such use.
5. Both Parties warrant that they have the right to enter into this Agreement and to provide the Deliverables specified in the barter agreement.
6. Any advertisements booked with ITP shall be on ITP standard Terms and Conditions published on ITP websites and at www.itp.com/termsfosale. If ITP’s Deliverables specifies that more than one advertisement is to be placed in any one of ITP’s publications, the Service Provider agrees that it shall not be entitled to place more than three advertising pages in any one edition / issue of a directly owned ITP publication be it print, digital or online and no more than one advert in any ITP franchised publication be it in print, digital or online.
7. This Agreement shall serve as a signed purchase order for any advertisements or other media use specified in the ITP’s Deliverables provided that each advertisement or other media is properly specified as to date, value and publication / media in the barter agreement as required. If not, ITP shall allow use of the ITP’s Deliverables only after receiving a signed purchase order from the Service Provider, and ITP shall subsequently raise an invoice (receipt) quoting the purchase order number, value and that the invoice has been settled against the ITP’s Deliverables specified in this Agreement.
8. This Agreement may be terminated prior to expiry of the Term upon one month notice from either Party, provided however that the value of the Deliverables used by both Parties is equal, or is agreed by both Parties as equal.
9. This Agreement may be terminated immediately on notice if either Party commits a material breach that remains unrectified after a period of seven days of it being notified of such a breach; goes into voluntary or involuntary liquidation; is declared insolvent; or a receiver is appointed.
10. The Parties agree that this Agreement shall be and remain confidential and any information shared in its execution and performance shall also be and remain confidential and shall not be shared with any third party.
11. Both Parties hereby acknowledge and agree that all Intellectual Property owned by and claimed by the other Party, including but not exhausted by the copyright, registered designs, design rights, know-how, trade and business names, trade secrets, logos and devices, trade and service marks (whether registered or unregistered) and any software, databases, websites or applications, and all rights in confidential information, belong to that Party. Both Parties hereby undertake without reservation to return and destroy all such Intellectual Property on the other Party’s written request. The Service Provider agrees that all intellectual property rights, including any moral rights, associated with photographs, graphics, copy or any other editorial that might be included in the ITP’s Deliverables belong to ITP and remain with ITP at all times. Any photographs or editorial material that might be supplied or offered to the Service Provider within ITP’s Deliverables are offered as a non-commercial non-exclusive non-transferable licence for use by the Service Provider only.
12. Neither Party shall be liable to the other for any failure of performance under this Agreement that is due to war, force majeure, fire, lockout, strike or other official labour dispute, riot or civil commotion, failure of technical facilities, or act of Government or governmental agencies, including but not limited by, the Dubai Media Council, National Media Council, or TECOM.
13. Each Party hereby indemnifies and holds harmless the other Party, which shall include its affiliates, officers, agents and representatives, from and against any and all claims, actions, suits, costs, liabilities, judgements, obligations, losses, penalties, expenses or damages (including without limitation lawyers’ fees and expenses) of whatsoever kind and nature imposed on the other Party arising out of or relating to any claim brought by a Third Party as a result of either Parties’ performance of this Agreement.
14. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement howsoever caused shall make either Party liable to the other for any amount greater than the total value of the Agreement in the aggregate.
15. This Agreement does not create any partnership or agency relationship between ITP and the Service Provider. This Agreement contains the entire agreement between the Parties hereto and supersedes all prior agreements of any type between the Parties with respect to the subject matter. This Agreement is governed by the laws of the applicable jurisdiction as set out below. Any dispute, controversy or claim arising out of or in connection with this Contract, including any breach, termination or invalidity thereof (a “Dispute”), will first be referred to a member of each Party’s senior management, who will use their reasonable endeavours to resolve the Dispute amicably. If the Parties are unable to resolve the Dispute within thirty (30) days from the referral to senior management, the Dispute shall be finally resolved in accordance with the courts identified for the relevant jurisdiction: