12. GENERAL PROVISIONS
12.1. good faith
The Parties shall at all times act in good faith towards each other and shall not bring the other Party into disrepute.
12.2. entire agreement
This document constitutes the entire agreement between the Parties relating to the subject matter hereof. Unless otherwise stated, no agreements, representations, undertakings or warranties which have not been recorded herein are binding on the Parties.
12.3. applicable law
This Agreement shall, in all respects, be interpreted and implemented in accordance with the laws of the Republic of South Africa.
12.4. no stipulation for the benefit of a third party
Save as may be expressly stipulated otherwise elsewhere in this Agreement, no provision in this Agreement contains a stipulation for the benefit of a third party (i.e. a stipulatio alteri) which, if accepted by the third party, would bind any Party in favour of that third party.
12.5. jurisdiction
Subject to the provisions of clause 10 – Dispute Resolution above, the Parties hereby consent and submit to the non-exclusive jurisdiction of the South Gauteng High Court of the Republic of South Africa, in any dispute arising from or in connection with this Agreement. The Parties agree that any costs awarded will be recoverable on an attorney-own-client scale unless the Court specifically determines otherwise.
12.6. variation
This document constitutes the whole agreement between the Parties relating to the subject matter hereof. Save as otherwise provided herein, no amendment, alteration, addition, variation or consensual cancellation will be of any force or effect unless the Parties enter into, and execute, an addendum or any other appropriate document evidencing the agreed variation.
12.7. waiver
No waiver of any of the terms and conditions of this Agreement will be binding or effectual for any purpose unless expressed in writing and signed by the Party hereto giving same, and any such waiver will be effective only in the specific instance and for the specific purpose given. No failure or delay on the part of any Party hereto in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
12.8. severability
Each provision in this Agreement is severable from all others, notwithstanding the manner in which they may be linked together or grouped grammatically. If, in terms of any judgment or order, any provision, phrase, sentence, paragraph or clause is found to be defective or unenforceable for any reason, the remaining provisions, phrases, sentences, paragraphs or clauses shall continue to be of full force and effect. In particular, without limiting the generality of the foregoing, the Parties hereto acknowledge their intention to continue to be bound by this Agreement notwithstanding that any provision may be found to be unenforceable or void or voidable, in which event the provision concerned shall be severed from the other provisions, each of which shall continue to be of full force and effect.
12.9. indulgence
No indulgence which any Party (“grantor”) may grant to the other Party (“grantee”) shall constitute a waiver of any of the rights of the grantor, who shall not be precluded from exercising any rights against the grantee which might have arisen in the past or which might arise in the future.
12.10. costs
Each Party shall be responsible for all the legal costs and expenses arising from and incidental to the negotiation, drafting, preparation and implementation of this Agreement.
12.11. counterparts
This Agreement may be executed in any number of counterparts and by different Parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement.