1. Definitions and Interpretation
In these Conditions, the terms below have the following meanings:
1.1 “Agreement” means these Conditions and the Application Form;
1.2 “Application Form” means the application form to which these Conditions are attached setting out details of the Package or such other document setting out details of the Package as Mondato shall choose in its absolute discretion to accept;
1.3 “Client” means the person, firm, company or entity set out in the Application Form;
1.4 “Conditions” means these sponsorship terms and conditions;
1.5 “Event” means the event run by Mondato as set out in the Application Form;
1.6 “Event Website” means the website that will showcase the event and to which certain Clients will have access to upload information if this is contained in their Package;
1.7 “Fees” means the fees payable by the Client for the Package as set out in the Application Form;
1.8 “Force Majeure Event” means any event arising that is beyond the reasonable control of Mondato, including but not limited to speaker or participant cancellation or withdrawal, contractor or supplier failure, venue damage or cancellation, industrial dispute, governmental regulations or action (including public health emergencies and related restrictions on in-person gatherings), military action, fire, flood, disaster, civil riot, acts of terrorism or war;
1.9 “Intellectual Property Rights” means trade marks, trade names, design rights, copyrights, database rights, rights in know-how, trade secrets, confidential information and all other intellectual property rights or analogous rights whether registered or unregistered anywhere in the world;
1.10 “Match-making Service” means a service whereby Client may provide Mondato with a list of targeted delegates it wishes to be introduced to, and Mondato endeavours to set up such introductions, whether virtually or in-person, at the Event;
1.11 “Mondato” means Mondato LLC, a company registered in Delaware whose address is 4201 Connecticut Avenue, NW, Suite 600, Washington, DC, 20008, United States;
1.12 “Mondato Group” means any entities controlling or controlled by or under common control with Mondato;
1.13 “Owners” means the owners and/or management of a Venue;
1.14 “Package” means the Sponsorship package in relation to the Event as set out in the Application Form;
1.15 “Presentation” means any oral presentation given to or speaking slot allocated to Client at the Event, and includes being a moderator or participant in a panel discussion, workshop or roundtable;
1.16 “Representatives” means the employees, agents, sub-contractors and other representatives of a party;
1.17 “Schedule” means the schedule (if any) provided to the Client by Mondato in respect of the Event as updated by Mondato from time to time;
1.18 “Sponsorship” means the sponsorship element of the Package as set out in the Application Form.
1.19 “Table Top” means a physical table top space or virtual exhibition space allocated to the Client by Mondato, as set out in the Application Form;
1.20 “Taxes” means any applicable taxes, including, without limitation, sales, VAT, service or withholding taxes; and
1.21 “Venue” means the physical location at which the Event is held and/or any software-as-a-service or other digital event platform that will facilitate some or all components of the Event online or virtually.
2. Application for the Package
2.1 Applications for the Package must be made on the Application Form provided to the Client by Mondato. Mondato may at its sole discretion choose to accept applications by other means but, in any event, these Conditions shall apply. The application for the Package is irrevocable by the Client.
2.2 Mondato reserves the right to reject any Application Form or other application from any potential Client. A binding contract shall only come into effect when written confirmation (whether by email or otherwise) of acceptance is sent by Mondato to the Client (whether or not it is received).
3. Price and Payment
3.1 The Client shall pay the Fees together with any Taxes which are payable thereon in accordance with the payment terms stated in the Application Form. In the absence of any payment terms in the Application Form, the Client shall pay the Fees together with any Taxes within 30 days of the issue of Mondato’s invoice, provided, however, that payment is made in all cases no later than two (2) business days prior to the Event. Time shall be of the essence in respect of the payment of Fees.
3.2 Without prejudice to any other right or remedy that it may have, if the Client fails to pay any Fees on the due date for payment, Mondato shall be entitled to: (i) charge interest at the rate of 4% above the base lending rate of Bank of America accruing on a daily basis until the date of actual payment; and (ii) refuse entry for the Client and its Representatives to the Event and/or refuse to provide any element of the Package and terminate the Agreement and the provisions of Condition 12.2 shall apply.
4. Taxes
4.1 It is the intent of the parties that Mondato will receive the Fees net of all Taxes, all of which shall be paid solely by the Client. If and to the extent that any Taxes are levied upon, or found to be applicable to, the whole or any portion of the Fees, the amount of the Fees shall be increased by an amount necessary to compensate for the Taxes (including, without limitation, any amount necessary to “gross up” for Taxes levied on the increase itself). The previous sentence shall apply regardless of when such Taxes are levied or found to be applicable.
5. Client’s General Obligations
5.1 The Client shall comply with all laws, regulations or guidelines of any competent authority (including but not limited to public health authorities) and any terms and conditions, reasonable instructions or directions issued by Mondato or the Owners (including, without limitation, in relation to health and safety, security requirements and the provisions of the Schedule).
5.2 The Client warrants that it has the right, title and authority (including, without limitation, that it has the necessary licenses) to enter into the Agreement and perform its obligations under it and that the person signing the Agreement on behalf of the Client has the requisite authority to do so.
5.3 The Client and its Representatives must, at all times, conduct themselves in an orderly manner and must not act in any manner which causes offence, annoyance or inconvenience to other sponsors, the Owner, Mondato or any visitors/delegates to the Event.
5.4 The Client is required to be adequately insured to participate in the Event. The Client shall itself take out and maintain at all times both public liability and employee liability insurance against personal injury, death and damage to or loss of property for not less than US$3,000,000 per occurrence or claim. Mondato shall be entitled to inspect the Client’s insurance policy on request.
5.5 The Client is solely responsible for obtaining passports, visas and other necessary documentation for entrance into the country where the Event is held, if held in person. If the Client cannot attend the Event due to a failure to obtain such documentation, the Fees shall remain payable in full.
5.6 The Client consents to its details (including, without limitation, its name, logo or any other material or information supplied to Mondato by the Client) being published in the Event catalogue, show guide and on other promotional materials published by Mondato (including, without limitation, the Event website). While Mondato shall take reasonable care in the production of such materials, it shall not be responsible for any errors or omissions or any loss or damage resulting from any errors or omissions.
5.7 The Client shall not (and shall procure that its Representatives shall not) do or permit anything to be done that might adversely affect the reputation or brand of Mondato, the Owners or the Event or make any statement that is defamatory, disparaging or derogatory to Mondato, the Owners or the Event.
5.8 The Client shall not (and shall procure that its Representatives shall not) cause or permit any damage to the Venue or any part thereof or to any fixtures or fittings which are not the property of the Client.
5.9 All unauthorised photography and the recording or transmitting of audio or visual material, data or information is expressly prohibited. The Client consents to the filming, sound recording and photography of the Event, which may include the Client’s Representatives, and the Client consents to the use by Mondato of any such filming, sound recording or photography anywhere in the world for promotional, marketing and other purposes.
6 Specific Terms Relating to Table Top
6.1 Mondato reserves the right at any time to make such alterations in the floor plan of the Event or in the specification for the Client's Table Top as in their absolute opinion they consider to be in the best interest of the Event including (without limitation) altering the size, shape or position of the Table Top.
6.2 Mondato permits the Client, subject to the terms of the Agreement, to use the Table Top for the purpose of displaying goods and exhibits at the Event. Such use shall not constitute a tenancy or lease of the Table Top and the Client acknowledges that it shall have no other rights to or interest in the Table Top. The Client is only permitted to conduct business from its allotted Table Top or otherwise as permitted under the terms of the Package and shall not canvass, promote, advertise or solicit for business in any other area of the Venue without the prior consent of Mondato.
6.3 The Client shall at all times ensure that its Table Top is staffed by competent personnel and is clean, tidy and well presented during Event opening times failing which Mondato reserves the right without liability to arrange for this to be done at the Client’s expense.
6.4 The Client undertakes to occupy the Table Top in time for the opening of the Event and not to close its Table Top prior to the end of the Event. In the event that the Client fails to do so, Mondato shall be entitled to terminate the Agreement and the provisions of Condition 12.2 shall apply.
6.5 The Client shall not permit the display of any materials or information that do not exclusively relate to the Client’s commercial activities. Mondato reserves the right to remove from the Table Top or the Venue at the risk and expense of the Client any exhibit or other item which Mondato considers in its reasonable opinion contravenes applicable laws, regulations or the policies or procedures of Mondato or of the Owners, infringes the Intellectual Property Rights of a third party, is likely to cause offence or annoyance or is otherwise inappropriate or which does not comply with these Conditions.
6.6 The Client is solely responsible for all aspects of the set up of the Table Top, including, without limitation, branding and dressing.
6.7 The Client may not sub-let the Table Top without the express prior written consent of Mondato. If and to the extent that the Client is permitted to sublet the Table Top, the Client shall remain responsible for the Table Top and shall be liable for any breach of the terms of the Agreement by any party to whom the Table Top is sublet.
6.8 If the Client is in breach of the Agreement or is otherwise engaged in any activity that might jeopardise the safety of the Event, exhibitors and visitors, Mondato reserves the right to close the Client’s Table Top and remove the Client’s Representatives from the Event without liability to the Client.
6.9 If the Client wishes to share the Table Top with any entity that is not a company within the Client’s group of companies, it must obtain the prior written consent of Mondato. Mondato reserves the right to charge the Client additional Fees as a condition to granting any such consent.
7. Specific Terms relating to Sponsorship
7.1 The Client shall provide Mondato with all material and information including, without limitation, a profile, logos, artwork, Event Website content, email content and advertising material (“Material”) which Mondato requires for the Sponsorship within deadlines specified by Mondato and shall comply with Mondato’s reasonable requirements and directions in relation to the Materials. If the Client fails to provide the Materials by the deadline and to the specifications required by Mondato, Mondato reserves the right to refuse to print or otherwise use the Materials and shall not be required to refund yyany Fees in respect of the Sponsorship which shall remain payable in full.
7.2 The Client shall ensure that all Materials and Presentations are accurate, correct and complete and do not contain any information which may cause offence to any person or which is defamatory to any person. The Client shall ensure that the content of all Materials and Presentations complies with all applicable laws.
7.3 The Client warrants that the Materials and Presentations do not infringe the Intellectual Property Rights of any third party and that it is the owner or duly authorised licensee of the Materials and Presentations.
7.4 While Mondato will take all reasonable care in relation to the production of material and information incorporating the Materials and/or Presentations where applicable, Mondato shall not in any event be responsible to the Client for any omissions, misquotations or other errors which may occur.
7.5 All Materials and Presentations are subject to approval and acceptance by Mondato, and seat drop literature in particular will only be distributed by Mondato’s staff. Mondato reserves the right in its absolute discretion to reject any Material and/or Presentation at any time after receipt. Mondato will use its reasonable endeavours to provide the Sponsorship the size, position and manner in printed materials, if specified in the Application Form, as well as to position any Presentation as specified in in the Schedule. However, Mondato shall not be liable to the Client where reasonable modifications or changes to the Sponsorship (including, without limitation, to the size, position, section or issue of or date of publication) or Presentation’s duration, scheduled time slot or scheduled date are made by Mondato.
7.6 The Client hereby grants to Mondato a non-exclusive, royalty free licence to use the Materials and Presentations in connection with the Event and the Sponsorship. The Client further acknowledges that Mondato may continue to use the Material, Presentations or other information provided by the Client after the Event in connection with materials or information created or relating to the Event. The Client also acknowledges that in view of the time and cost required in preparing any publications or other media, in circumstances where the Agreement is terminated, Mondato may at its discretion continue to use the name, logo or any other Material or information provided by the Client after termination of the Agreement, where the time and cost does not allow Mondato to remove, delete or cover over such name, logo or other material or Information.
7.7 If the Client is in breach of the Agreement, Mondato reserves the right to refuse to use any Material and/or Presentation in relation to the Event or the Sponsorship or may remove or delete such Material and/or Presentation without liability to the Client.
7.8 All or a portion of Event Website may be temporarily unavailable from time to time for maintenance or other reasons. Mondato assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, communications or Materials uploaded by Client therein. Mondato is also not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to any person’s computer or other hardware or software, related to or resulting from using or downloading materials in connection with the internet and/or in connection with the Event Website. Under no circumstances will Mondato be responsible for any loss or damage or personal injury or death, resulting from anyone's use of the Event Website.
7.9 If the Package includes an email blast by Mondato to the Client’s own database, the Client warrants that every person to which Mondato is required to send the email has opted in to receiving a marketing email from Mondato and agrees to indemnify Mondato for any breach of data protection regulation as per Condition 13.6.
7.10 If the Package includes a Match-making Service, then this service is subject to the Client’s targeted delegates arriving onsite, if in-person, or online, if virtual, at the Event (at the agreed upon date and time) and/or agreeing to meet with the Client. There is no guaranteed number of introductions through this service, nor any guarantee of any results from this service.
8. Visitor, Delegate and Client Personnel/Sub-contractor Passes
8.1 Where visitor passes and/or delegate passes are issued as part of the Package, they are issued subject to Mondato’s terms and conditions applicable to visitors and/or delegates (as applicable) in force from time to time. Only official visitor and delegate passes issued by Mondato shall be valid for entry to the Event.
8.2 The Client may be supplied with passes for its personnel and sub-contractors that are working at the Event and any such passes must be produced by personnel/sub-contractor on request at the Event. Mondato may refuse entry to any person without a valid pass. Passes are only valid in the name of the person to whom they are issued.
9. Limitation of Rights Granted
The Client’s rights in relation to the Event are strictly limited to those set out in the Package. The Client is not permitted to: (i) exploit any rights of a commercial nature in connection with the Event; (ii) establish a website relating to the Event; or (iii) otherwise promote or advertise its association with the Event or Mondato or undertake any promotional activity in connection with Event or Mondato in any way otherwise than as set out in the Package or with the prior written consent of Mondato. Nothing in the Agreement shall be construed as granting to the Client any right, permission or license to: (i) use or exploit Mondato’s or any member of the Mondato Group’s Intellectual Property Rights; or (ii) otherwise exploit any connection with Mondato or any event run by Mondato in any way.
10. Changes to the Event and Cancellation
10.1 Mondato reserves the right at any time and for any reason to change the format, content, venue and timings of the Event (including, without limitation, shifting an in-person Event to a partial or an all-virtual format, or adjusting any installation and dismantling periods) without liability.
10.2 Without prejudice to Condition 15.1, Mondato reserves the right to change the date of the Event or cancel the Event at any time and for any reason and, thereafter, Conditions 10.3 and 10.4 (as applicable) shall apply.
10.3 In the event that the date of the Event is changed or where the Event is cancelled for the current year but is reasonably expected to be held in the following year, the Agreement will continue in full force and effect and the obligations of the parties shall be deemed to apply to the Event on the new date (or the Event in the following year as the case may be) in the same way that they would have applied to the original Event. For the avoidance of doubt, nothing in this Condition 10.3 shall excuse the Client from payment of the Fees under the Agreement in accordance with the payment schedule set out in the Application Form.
10.4 Where the Event is cancelled and is not reasonably expected by Mondato to be held in the following year, Mondato may terminate this Agreement without liability provided that, at the Client’s election, any proportion of the Fees already paid will be refunded or a credit note for the amount of the Fees already paid will be issued and the Client will be released from paying any further proportion of the Fees.
10.5 To the fullest extent permitted by law, Mondato shall not be liable to the Client for any loss, delay, damage or other liability incurred resulting from or arising in connection with the changing of the date of the Event or the cancellation of the Event, howsoever arising. The Client acknowledges that provisions of this Condition 10 set out the Client’s sole remedy in the event of the changing of the date of the Event or the cancellation of the Event by Mondato and all other liability of Mondato is hereby expressly excluded.
11. Cancellation by the Client
Except where Mondato has the right to terminate the Agreement under Condition 12.1, the Client may cancel the Package on written notice to Mondato provided that: (i) if Mondato receives the notice of cancellation at any time after acceptance by Mondato under Condition 2.2 and more than 240 days prior to the original date scheduled for the first day of the Event then the Client shall pay to Mondato a cancellation fee equal to 50% of the Fees, (ii) if Mondato receives the notice of cancellation between 120 and 240 days prior to the original date scheduled for first day of the Event the Client shall pay to Mondato a cancellation fee equal to 80% of the Fees, and (iii) if Mondato receives the notice of cancellation less than 120 days prior to the original date scheduled for first day of the Event the Client shall pay to Mondato a cancellation fee equal to 100% of the Fees. For the avoidance of doubt, for the purposes of this Condition 11 the relevant dates shall be fixed by reference to the original date scheduled for the first day of the Event and not any new date scheduled for the first day of the Event which has been changed pursuant to Condition 10.2.
12. Termination
12.1 Mondato may terminate the Agreement immediately at any time by written notice to the Client: (i) if the Client has committed a material breach of any of its obligations under the Agreement and has not remedied such breach (if the same is capable of remedy) within 14 days of receiving written notice of the breach (or such lesser period as would be required for the breach to be remedied in sufficient time prior to the Event); or (ii) the Client goes into liquidation whether compulsory or voluntary or is declared insolvent or if an administrator or receiver is appointed over the whole or any part of the Client’s assets or if the Client enters into any arrangement for the benefit of or compounds with its creditors generally or ceases to carry on business or threatens to do any of these things or suffers any analogous event in any jurisdiction.
12.2 Without prejudice to any other right or remedy it may have, in the event that Mondato terminates the Agreement under the provisions of Conditions 3.2, 6.4, 12.1 or 15.1, Mondato shall not be required to refund any Fees received from the Client and Mondato shall be entitled to submit an invoice in respect of the balance (or the whole as the case may be) of the Fees which will become immediately due and payable. Mondato shall not be liable to the Client for any loss or damage of any kind resulting from termination of the Agreement and shall have no further obligations under the Agreement or otherwise to the Client.
12.3 Mondato may terminate the Agreement without liability immediately at any time by written notice to the Client if Mondato determines in its absolute discretion that the provision of the Package to the Client is not in the best interests of the Event or Mondato’s legitimate commercial interests. In the event that Mondato terminates the Agreement pursuant to this Condition 12.3 any proportion of the Fees already paid will be refunded and the Client will be released from paying any further proportion of the Fees. The Client acknowledges that the refund of Fees paid is its sole remedy in the event of termination by Mondato under this Condition 12.3 and all other liability of Mondato is hereby expressly excluded.
12.4 Upon the giving of notice of termination, without prejudice to any other right or remedy it may have,
Mondato may cover over any Client sponsorship or advertising Materials, close any Table Top, prohibit access of the Client or its Representatives to the Event and/or the Table Top, and, if necessary, remove and despatch the exhibits and any property of the Client to the Client's address and at the Client's risk and expense and Mondato shall be free to re-licence the Table Top and/or resell the sponsorship elements of the Package as it shall think fit.
12.5 Conditions 7.6 and 9 to 15 (inclusive) shall survive termination of the Agreement.
13. Liability and Indemnity
13.1 Mondato does not make any warranty as to the Event in general and in particular in relation to: (i) the presence or absence or location of any other sponsor or potential sponsor; or (ii) the benefit or outcome (commercial or otherwise) that the Client may achieve as a result of attending or sponsoring the Event. Except as set out in these Conditions, to the fullest extent permitted by law, Mondato excludes all conditions, terms, representations and warranties relating to the Event and the Package, whether imposed by statute or by the operation of law or otherwise, that are not expressly stated herein.
13.2 Mondato shall not be liable to the Client for any loss or damage suffered or incurred by the Client in connection with the provision of (or failure wholly or partly of) any services or goods provided by third parties in connection with the Event or the Package, including, without limitation, in relation to the provision of utilities, freight shipment, the transport and delivery of sponsorship and or exhibition materials to the Venue, work undertaken by third party contractors (whether or not Mondato sub-contractors) and services provided by the Venue.
13.3 From time to time, Mondato, the Owner and each of their Representatives may enter the Venue at any time to carry out works, repairs or alterations or for any other purposes which they deem necessary (“Works”). To the fullest extent permitted by law, Mondato, the Owner and each of their Representatives shall not be liable for any damage, loss or inconvenience, howsoever arising, and suffered by the Client and/or its Representatives by reason of any act or omission relating to the Works.
13.4 Subject to Condition 13.7: (i) Mondato shall not be liable for any actual or alleged indirect loss or consequential loss howsoever arising suffered by the Client including but not limited to loss of profits, anticipated profits, savings, loss of business revenue, loss of business, loss of opportunity, loss of goodwill, or any other type of economic loss; (ii) Mondato shall have no responsibility or liability for any loss (or theft) of or damage to the person, property and effects of the Client or its Representatives; and (iii) Mondato’s maximum aggregate liability to the Client under the Agreement or otherwise in connection with the Event and/or the Package shall be limited to the total amount of the Fees.
13.5 The Client shall indemnify Mondato and keep Mondato fully and effectively indemnified against any loss of or damage to any property or injury to or death of any person caused by any act or omission of the Client, its Representatives or its invitees.
13.6 The Client shall indemnify Mondato and keep Mondato fully and effectively indemnified against all losses, claims, damages and expenses (including, without limitation, reasonable legal fees) incurred by Mondato as a result of a third party claim that either: (i) the display of any products, documents or other materials exhibited by the Client at the Event; or (ii) Mondato’s receipt or use of the Material and/or Presentations, constitutes an infringement of the Intellectual Property Rights of any third party; Further, the Client shall indemnify Mondato and keep Mondato fully and effectively indemnified against all losses, claims, damages and expenses (including, without limitation, reasonable legal fees) incurred by Mondato as a result of a third party claim that Mondato’s sending out of an email blast to the Client’s database constituted an infringement of data protection regulation.
13.7 Nothing in these Conditions shall exclude or limit liability which cannot be excluded by the applicable law.
14. Confidential Information
For the purposes of this Condition 14 “Confidential Information” means information disclosed by a party (the “Disclosing Party”) to another (the “Receiving Party”) relating to the Disclosing Party’s business, products, affairs and finances, clients, customers and trade secrets including, without limitation, customer lists, billing practices, contractual arrangements, technical data and know-how. For the avoidance of doubt, the fact of the Client’s participation in the Event shall not be deemed to be Confidential Information. The Receiving Party shall not (except in the proper performance of its obligations under the Agreement) during the continuance of the Agreement or at any time thereafter use or disclose to any person, firm or company (and shall use his best endeavours to prevent the publication or disclosure of) any Confidential Information of the Disclosing party. This restriction does not apply to: (i) any information in the public domain other than in breach of the Agreement; (ii) information already in the lawful possession of the Receiving Party before its receipt from the Disclosing Party; (iii) information obtained from a third party who is free to divulge the same; (iv) disclosure of information which is required by law or other competent authorities; and (v) information developed or created by one party independently of the others.
15. General
15.1 Without prejudice to Condition 10, if, by reason of any Force Majeure Event Mondato is delayed in or prevented from performing any of its obligations under the Agreement, then such delay or non-performance shall not be deemed to be a breach of the Agreement and no loss or damage shall be claimed by the Client by reason thereof. For the avoidance of doubt, nothing in this Condition 15.1 shall excuse the Client from the payment of the Fees under the Agreement and in the event of termination by Mondato, Condition 12.2 shall apply.
15.2 Mondato reserves the right to refuse any person entry to the Event or to remove any person from the Event at any time.
15.3 Nothing in the Agreement shall create, or be deemed to create, a partnership or joint venture or relationship of employer and employee or principle and agent between the parties.
15.4 If and to the extent that there is any conflict between these Conditions and the Application Form, the terms of these Conditions shall prevail, unless the parties expressly agree in the Application Form to supersede specific provisions of these Conditions.
15.5 Each party acknowledges that the Agreement constitutes the entire agreement between the parties in relation to the Event and that it does not rely upon any oral or written representation made to it by the other. No variation of the Agreement shall be effective unless made in writing signed by or on behalf of each of the parties to the Agreement; provided, Mondato reserves the right to interpret this Agreement and to adopt further conditions as may be deemed necessary by it for the general success of the Event, and the Client agrees to be bound thereby. The interpretation of the provisions of this Agreement is reserved solely to Mondato, whose interpretatins shall be final, binding and conclusive in all respects.
15.6 No rights under the Agreement may be assigned by the Client without the prior written consent of Mondato. The Client may not sub-contract or delegate in any manner any of its obligations under the Agreement to any third party or agent without the prior written consent of Mondato.
15.7 A person who is not a party to the Agreement shall have no rights under or in connection with it.
15.8 No failure by either party in exercising any right, power or remedy shall operate as a waiver of the same.
15.9 If any provision of the Agreement (or any part of any provision) is found by a court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed not to form part of the Agreement and the validity and enforceability of the other provisions of the Agreement shall not be affected.
15.10 The Agreement is governed by and construed in accordance with the applicable laws of the United States of America. In the absence of applicable federal law, the laws of the State of Delaware shall apply, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware. Nothing in this Condition 15.10 shall prevent or restrict Mondato from pursuing any action against the Client in any court of competent jurisdiction.