This Agreement is made on [date]

Parties

1. 1

   [insert name of Party A][ of OR a company incorporated in [England and Wales] under number [insert registered number] whose Registered office is at OR [insert address] (Party A); and

1. 2

   [insert name of Party B] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Party B)

(each of Party A and Party B being a party and together Party A and Party B are the parties).

Background

1. 1. (A)

      Party A carries on the business of [insert description of Party A’s business].

   1. (B)

      Party B carries on the business of [insert description of Party B’s business].

   1. (C)

      Party A and Party B have agreed that [insert description of proposed transaction] upon the terms and conditions of this Agreement.

1. 1. 1

      Definitions and interpretation

      1. 1.1

         Definitions

         In this Agreement:

         Affiliate

         1. •

            means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity;

         Authorised Persons

         1. •

            means a party’s [and its Affiliates’] officers,