THE PARTIES

 

(1) [Employee’s name] of [address of Employee] (“the Employee” or “You” or “Your””)

 

(2) Adonai Services Limited 10597941 [trading as Adonai Healthcare Services ("the Company" or “We” or “Us”). Address: Avenue Business Centre, 17 New Road Avenue, Chatham, Kent, United Kingdom, ME4 6BA

 1. DEFINITIONS AND INTERPRETATION

1.1. In this Agreement the following definitions apply:

“Actual Rate of Pay” means, unless and until You complete the Qualifying Period, the rate of pay which We will pay You for all time worked during an Assignment weekly in arrears, subject to Deductions and any Agreed Deductions, as set out in the relevant Assignment Details Form;

 “Actual QP Rate of Pay” means the rate of pay which We will pay You if and when You complete the Qualifying Period. Such rate will be paid for all time worked during an Assignment weekly in arrears, subject to Deductions and any Agreed Deductions, as set out in any variation to the relevant Assignment Details Form;

“Agreed Deductions” means any deductions You have agreed We can make to Your pay.

“Assignment” means assignment services You must provide to the Client for the period during which We assign You to work temporarily for and under the supervision and direction of the Client.

“Assignment Details Form” means written confirmation of the assignment details We will give You when You accept an Assignment;

“AWR” means the Agency Workers Regulations 2010

"Calendar Week" means any period of seven days starting with the same day as the first day of the First Assignment;

“Client” means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom You are assigned or Introduced by the Company;

“Client's Group” means (a) any individual, company, partnership, statutory body or other entity which from time to time Controls the Client, including (but not limited to) as a holding company as defined in section 1159 of the Companies Act 2006; and (b) any company, partnership, statutory body or other entity which from time to time is Controlled by or is under common Control with the Client, including (but not limited to) as a subsidiary or holding company as defined in section 1159 of the Companies Act 2006;

“Conduct Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003

“Confidential Information” means any and all confidential commercial, financial, marketing, technical or other information or data of whatever nature relating to the Client or Us or our business or affairs (including but not limited to this Agreement, data, records, reports, agreements, software, programs, specifications, know-how, trade secrets and other information concerning the Assignment) in any form or medium whether disclosed or granted access to whether in writing, orally or by any other means, provided to You or any third party in relation to the Assignment by the Client or Us or by a third party on behalf of the Client whether before or after the date of this Agreement together with any reproductions of such information in any form or medium or any part(s) of such information;

“Control” means (a) the legal or beneficial ownership, directly or indirectly, of more than 50% of the issued share capital or similar right of ownership; or (b) the power to direct or cause the direction of the affairs and/or general management of the company, partnership, statutory body or other entity in question, whether through the ownership of voting capital, by contract or otherwise, and "Controls" and "Controlled" shall be construed accordingly;

“Data Protection Laws” means the Data Protection Act 2018, the General Data Protection Regulation (EU 2016/679) and any applicable statutory or regulatory provisions in force from time to time relating to the protection and transfer of personal data;

“Deductions” means any deductions which We may be required by law to make to Your pay and in particular in respect of PAYE income tax, national insurance contributions and pension;

“Emoluments” means any pay in addition to the Actual QP Rate of Pay;

“Engagement” means the engagement (including Your acceptance of the Client’s offer), employment or use of You by the Client or by any third party to whom You have been introduced by the Client, on a permanent or temporary basis, whether under a contract of service or for services; under an agency, licence, franchise or partnership agreement; or any other engagement; or through a limited company of which You are an officer, employee or other representative; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;

  “First Assignment” means:

(a) the relevant Assignment; or

(b) if, prior to the relevant Assignment:

(i) You have worked in any assignment in the same role with the relevant Client as the role in which You work in the relevant Assignment; and

(ii) the relevant Qualifying Period commenced in any such assignment, that assignment (an assignment being (for the purpose of this defined term) a period of time during which You are supplied by one or more Temporary Work Agencies to the relevant Client to work temporarily for and under the supervision and direction of the relevant Client);

“Hourly Rate” means pay per hour being the minimum gross rate of pay (subject to Deductions and any Agreed Deductions) that We reasonably expect to achieve, for all hours worked by You;

“Period of Extended Hire” means any additional period that the Client wishes You to be supplied for beyond the duration of the original Assignment or series of assignments as an alternative to paying a Transfer Fee;

“Qualifying Period” means 12 continuous Calendar Weeks during the whole or part of which You are supplied by one or more Temporary Work Agencies to the relevant Client to work temporarily for and under the supervision and direction of the relevant Client in the same role, and as further defined in the Schedule to this Agreement;

“Relevant Period” means whichever ends the later of (a) the period of 8 weeks commencing on the day after the last day on which You worked for the Client having been supplied by Us; or (b) the period of 14 weeks commencing on the first day on which You worked for the Client having been supplied by Us or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous assignment;

“Temporary Work Agency” means as defined in the Schedule to this Agreement;

“Type of Work” means [the type of work to supply the Employee into; and

“Transfer Fee” means the fee payable by the Client to Us in accordance with clause 6.2, as permitted by Regulation 10 of the Conduct Regulations; and

“WTR” means the Working Time Regulations 1998.

1.2. Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.

1.3. The headings contained in this Agreement are for convenience only and do not affect their interpretation.

1.4. Any reference, express or implied, to an enactment includes a reference to that enactment as from time to time amended, modified, extended, re-enacted, replaced or applied by or under any other enactment (whether before or after the commencement date of this Agreement) and all subordinate legislation made (before or after this Agreement) under it from time to time.

 

 2. THE AGREEMENT

2.1. We are giving You this Agreement to comply with section 1 of the Employment Rights Act 1996 For each Assignment We will also give you an Assignment Details Form, which together with this Agreement forms Your contract of employment between You and the Company. If there is any conflict between the terms of this Agreement and any relevant Assignment Details Form, the terms of the relevant Assignment Details Form will take precedence.

2.2. Any prior agreements or arrangements (written or oral, express or implied) between You and the Company relating to or arising out of Your employment are hereby cancelled and superseded by this Agreement.

2.3. Any reference, express or implied, to an enactment within this Agreement includes a reference to that enactment as from time to time amended, modified, extended, re-enacted, replaced or applied by or under any other enactment (whether before or after the date of this Agreement) and all subordinate legislation made (before or after this Agreement) under it from time to time.

2.4. No variation or alteration to this Agreement shall be valid unless the details of such variation are agreed between You and the Company and set out in writing and we give You a copy of the varied terms stating the date on or after which such varied terms shall apply.

2.5. We act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973when introducing or supplying You for Assignments with Clients.

3. COMMENCEMENT AND DURATION OF EMPLOYMENT

3.1. You will be engaged under a contract of employment and Your employment under this Agreement will begin on the start date of Your First Assignment as specified in the first relevant Assignment Details Form and will continue unless and until terminated in accordance with the notice of provisions at clause 14 (Notice to Terminate Employment) below. The first 6 months of Your employment will be a probationary period.

3.2. Your period of continuous employment with the Company will begin on the date Your     employment begins as set out in clause 3.1 above and no other previous period of work with the Company or any third party counts towards Your continuous employment.

4. JOB TITLE AND DUTIES

4.1. Your job title will be confirmed in each Assignment Details Form.

4.2. Your normal duties will entail You being assigned to various Clients of the Company who have requested Us to provide them with [job title]. We will give You more details about each Assignment in relevant Assignment Details Forms.

4.3. As soon as possible prior to the start of each Assignment and during each Assignment (as appropriate) and at any time at our request, You undertake to:

4.3.1. inform Us of any Calendar Weeks prior to the start date of the relevant Assignment and/or during the relevant Assignment in which You have worked in the same or a similar role with the relevant Client through any third party and which You believe count or may count toward the Qualifying Period; and

4.3.2. provide Us with all the details of such work, including (without limitation) details of where, when and the period(s) during which such work was undertaken, and any other details requested by Us; and

4.3.3. inform Us if You have, before starting the relevant Assignment and/or during the relevant Assignment, carried out work which could be deemed to count towards the Qualifying Period for the relevant Assignment in accordance with Regulation 9 of the AWR because You have:

4.3.3.1. completed two or more assignments with the Client;

4.3.3.2. completed at least one assignment with the Client and one or more earlier assignments with any member of the Client's Group; and/or

4.3.3.3. worked in more than two roles during an assignment with the Client and on at least two occasions worked in a role that was not the same role as the previous role.

4.4. We will take reasonable steps to find You suitable work with our Clients and You agree to accept all such Assignments We offer You. We may be entitled to terminate Your employment on notice in accordance with clause 14 (Notice to Terminate Employment) below if You refuse to accept suitable Assignments. Your refusal of a suitable Assignment may, depending on the circumstances, constitute gross misconduct under our disciplinary procedure entitling Us to terminate Your employment with immediate effect as set out in clause 14.4 below.

4.5. If We are not able to assign You to any of our Clients for any period of time, You agree that You will remain contactable by telephone so that We can offer You suitable work as soon as it becomes available. Subject to clause 6 (Other Employment), for the avoidance of doubt You are not prohibited from taking up other work under any other contract or arrangement with third parties, nor are You required to ask our permission to do so. However, for operational reasons You must keep Us informed of when You are and are not available to accept an Assignment from Us.  You must notify Us immediately if You are not available to undertake Assignments at any time during the period of this Agreement and You must comply fully with any notification requirements specified by Us in this regard. Failure to notify Us of Your unavailability shall constitute a disciplinary offence because You may receive payment to which You are not entitled, and any such failure may result in the termination of Your employment with immediate effect as set out in clause 14.4 below.

4.6. While You are on Assignment with any of our Clients You shall:

4.6.1. co-operate with the Client's staff and accept the direction, supervision and instruction of any responsible person in the Client's organisation;

4.6.2. follow any of the Client's rules and regulations, including without limitation those regarding health and safety, to which Your attention has been drawn;

4.6.3. not engage in any conduct detrimental to our interests and/or the Client which includes any conduct which could bring Us and/or the Client into disrepute and/or which results in the loss of custom or business by either Us or the Client;

4.6.4. not commit any act or omission constituting unlawful discrimination against or harassment of any member of the Client's or our staff;

4.6.5. not at any time divulge to any person, nor use for Your own or any other person’s benefit, any Confidential Information relating to the Client’s or our employees, business affairs, transactions or finances;

4.6.6. comply strictly with the Data Protection Laws and shall not do or permit to be done anything which might cause Us or the Client to breach any Data Protection Laws; and

4.6.7. when You finish an Assignment or at any time when requested by the Client or Us, return to the Client or where appropriate, to Us, any Client property or items provided to You in connection with or for the purpose of the Assignment, including, but not limited to any equipment, materials, documents, swipe cards or ID cards, uniforms, personal protective equipment or clothing.

5. HOURS OF WORK

5.1. Whilst on Assignment, You will be required to work such hours as are set out in the relevant Assignment Details Form and in any event the normal hours of work required by the Client.

5.2. You may be required to work overtime in addition to your normal hours of work if instructed to do so by Us or the Client. If this is the case it will be stated in the relevant Assignment Details Form and You will receive additional payment for such overtime hours worked.

5.3. Subject to any amendments made to Your basic working and employment conditions during the term of this Agreement in compliance with Regulation 5 of the AWR, time spent travelling to and from the premises of the Company or its Clients (apart from time spent travelling between two or more premises of the Client), lunch breaks and other rest breaks and periods during which We are not able to offer you any Assignments shall not count as part of Your working time for the purpose of the WTR.

5.4. If You are entitled to any terms and conditions relating to the duration of working time, night work, rest periods and/or rest breaks under the AWR which are preferential to rights and entitlements relating to the same under the WTR, any such terms and conditions and the date from which they commence will be as set out in the relevant Assignment Details Form or any amendments to that form.

6. OTHER EMPLOYMENT

6.1. During each and every Assignment, You must devote the whole of Your time, attention and abilities during Your normal hours of work to Your duties for Us. If during the course of this Agreement, You accept other work under any other contract or arrangement with any other party You must ensure that You continue to comply with the terms of this Agreement, including but not limited to, clause 17.1 (Confidentiality). 

6.2. If, before or during an Assignment or during the Relevant Period, the Client wishes to Engage You directly or through another employment business, You acknowledge that We will be entitled either to charge the Client a fee or to agree a Period of Extended Hire with the Client at the end of which You may be engaged directly by the Client or through another employment business without further charge to the Client. In addition, We will be entitled to charge a fee to the Client if the Client introduces You to a third party who subsequently engages You within the aforementioned periods.

7. INFORMATION TO BE PROVIDED

7.1. At the same time as We offer You an Assignment, We will give You an Assignment Details Form setting out the following:

For the purposes of the Conduct Regulations:

7.1.1. the identity of the Client, and if applicable the nature of their business;

7.1.2. the date the Assignment is to start and how long the Assignment will last or is expected to last;

7.1.3. the Type of Work, location and hours during which You would be required to work;

7.1.4. the Actual Rate of Pay or Actual QP Rate of Pay (as appropriate) that We will pay You and any expenses payable by or to You;

7.1.5. any risks to health and safety known to the Client in relation to the Assignment and the steps the Client has taken to prevent or control such risks; and

7.1.6. what experience, training, qualifications, and any authorisation required by law or a professional body the Client considers necessary, or which are required by law to work in the Assignment. For the purposes of Section 1 of the Employment Rights Act:

7.1.7. any other paid leave such as maternity, paternity or adoption leave;

7.1.8. the details of pension entitlements and pensions schemes; and

7.1.9. any other benefits.

7.2. Where such information is not given in paper form or by electronic means it shall be confirmed by such means by the end of the third business day (excluding Saturday, Sunday and any Public or Bank Holiday) following except where:

7.2.1. We offer You an Assignment in the same position as one in which You have previously worked within the previous 5 business days and We already gave You has not changed; or

7.2.2. subject to clause 7.3, the Assignment is intended to last for 5 consecutive business days or less and the information we already gave You has not changed, We need only to give You written confirmation of the identity of the Client and how long We expect the Assignment to last.

7.3. Where the provisions of clause 7.2.2 are met but the Assignment extends beyond the intended 5 consecutive business day period, We shall provide such information set out in clause 7.1 to You in paper or electronic form within 8 days of the start of the Assignment.

7.4. For the purpose of calculating the average number of weekly hours worked by You on an Assignment for the purposes of the WTR, the start date for the relevant averaging period shall be the date on which You commence the First Assignment.

7.5. If You have completed the Qualifying Period on the start date of the relevant Assignment or following completion of the Qualifying Period during the relevant Assignment, and if You are entitled to any terms and conditions relating to the duration of working time, night work, rest periods and/or rest breaks under the AWR which are different and preferential to rights and entitlements relating to the same under the WTR, We will set out such terms and conditions in the relevant Assignment Details Form or any variation to the relevant Assignment Details Form (as appropriate).

8. LOCATION OF WORK

You will be required to work for our Clients at various locations. We will give You the exact address of each Assignment in the relevant Assignment Details Form.  For the avoidance of doubt, We regard total daily commuting time of under 1.5 hours to be reasonable. We will not pay You for the time it takes to travel to work.

9. PAY

9.1. During periods when You are carrying out Assignments for our Clients, we will pay You the Hourly Rate. We will tell You the exact amount of pay (the Actual Rate of Pay) for any particular Assignment in the relevant Assignment Details Form.

9.2. The rates of pay will include your rolled up holiday pay.

9.3. Subject to any statutory entitlement under the relevant legislation referred to in clauses 11 (Annual Leave) and 12 (Absences and Sick Pay) and any other statutory entitlement, You will not be entitled to be paid during rest periods, lunch breaks, time spent travelling to and from work and during periods when You are not working on an Assignment (including periods when We have been unable to find You an Assignment or You have chosen not to accept any Assignment offered to You).

9.4. We will pay You weekly in arrears by credit transfer on Friday for hours worked from Monday to Sunday the week prior. Adonai Healthcare requires a copy of your timesheet. Please attach a copy of your time sheet to each shift on completion or send a copy of your timesheet to timesheet@adonaiservices.co.uk as soon as you finish the shift, if possible, or by Monday 12 o’clock in the afternoon.  You must send us Your timesheets in time, otherwise there may be a delay in paying You. You must send us your time sheets on or before 12 o’clock on Monday.  

9.5. Your pay and any Minimum Pay are subject to any Agreed Deductions and any deductions which the Company may be required by law to make and in particular in respect of PAYE pursuant to Sections 44-47 of the Income Tax (Earnings and Pensions) Act 2003, Class 1 National Insurance Contributions and employee pension contribution (where relevant).

9.6. Subject to compliance with Regulation 12 of the Conduct Regulations We reserve the right in our absolute discretion to deduct from Your pay any sums which You may owe Us including, without limitation, any overpayments (whether made as a result of our mistake or as a result of Your submission of an incorrect (including fraudulent) timesheet) or loans made to You by Us or losses suffered by Us as a result of Your negligence or breach of our rules or this Agreement.

9.7. You must take reasonable care of any equipment or clothing We give You to be used whilst on an Assignment with the Client. You must also return any equipment or clothing to Us upon termination of this Agreement or within [3] days of a request from Us. If You do not comply with the obligations set out in this clause, We reserve the right to deduct the cost of replacement equipment or clothing from any sums owed to You. The question of whether You have taken reasonable care of the equipment or clothing will be solely assessed by our reasonable judgement.

10. TIMESHEETS

10.1. At the end of each week of an Assignment (or at the end of the Assignment where it is for a period of 1 week or less or is completed before the end of a week) You shall deliver to Us a timesheet duly completed to indicate the number of hours worked during the preceding week (or such lesser period) and signed by an authorised representative of the Client.

10.2. Subject to the provisions of clause 10.3, We will pay You for all hours worked regardless of whether We have received payment from the Client.

10.3. If You do not give us a timesheet signed by the Client We shall, in a timely fashion, conduct further investigations into the hours claimed by You and the reasons that the Client has refused to sign a timesheet in respect of those hours. This may delay any payment due to You. We will not pay You for hours claimed but not worked. If You claim for hours not worked You may be subject to our disciplinary procedure.

11.   ANNUAL LEAVE

11.1. Adonai Healthcare has included your rolled up holiday pay in your hourly rate as stated above.

11.2. You must take Your annual leave during the Leave Year in which it accrues and, except as may be set out in the relevant Assignment Details Form or any variation to the relevant Assignment Details Form, You may not carry over any annual leave to the next year.

12. NOTIFICATION OF ABSENCES AND SICK PAY

12.1. If You cannot attend work for any reason and We have not previously authorised Your absence, You must tell Us that You are absent, and why, by 9 am on each working day of absence. Once You have been absent for a total of 7 days including weekends You must provide Us with a medical certificate or statement of fitness for work on the eighth day of sickness or injury if Your absence is medically related. After that, You must give Us medical certificates or statements of fitness for work to cover any continued medical related absence. If, on a medical certificate or statement of fitness for work, Your doctor recommends any adjustments to Your duties, hours or working conditions to facilitate a return to work, You must co-operate with Us regarding the possible implementation of such changes, notwithstanding the fact that the advice on a statement of fitness for work is not binding on Us.

12.2. Immediately following Your return to work after a period of absence which has not previously been authorised by Us, You are required to complete a self-certification form (irrespective of whether You have a medical certificate or statement of fitness for work to cover part or all of the period of absence) stating the dates of and the reason for Your absence, including details of sickness on non-working days as this information is required by Us for calculating statutory sick pay entitlement. We will keep self-certification forms in our records.

12.3. If You are absent from work due to sickness or injury and comply with the requirements of this clause, We will pay You Statutory Sick Pay in accordance with the provisions of the Social Security Contributions & Benefits Act 1992.

12.4. We may at our sole discretion make payments in addition to statutory sick pay.

13. PENSION AND OTHER BENEFITS

13.1. You will, subject to satisfying certain eligibility criteria and the rules of the scheme, be entitled to become a member of the NEST pension scheme (“the Scheme”) and You will be entitled to remain a member for the duration of Your Employment. We will make contributions into the Scheme on the Your behalf, in equal monthly instalments of an amount equal to [X] % of Your basic annual salary, provided that You make Your own monthly contributions to the Scheme equal to [X]% of Your basic annual salary.

13.2. We may vary this clause in order to comply with any statutory obligations We may have in the future under the Pensions Act 2008 or any subsequent or equivalent legislation.

14.   NOTICE TO TERMINATE EMPLOYMENT

14.1. If We wish to terminate Your employment, We will give You the following notice in writing:

14.1.1. Two week’s notice if You have been continuously employed for one month or more but less than two years; followed by

14.1.2. one week’s notice for each completed year of continuous service up to a maximum of 12 weeks’ notice] after 12 years’ continuous service.

14.2. Subject to clause 14.3, if You want to terminate Your employment, You must give Us two weeks’ notice in writing.

14.3. If You have been employed for less than one month no notice is required from either party to terminate Your employment under this Agreement.

14.4. If You are found to have committed an act of gross misconduct We will be entitled to terminate Your employment without notice or pay in lieu of notice.

15. DISCIPLINARY AND GRIEVANCE PROCEDURES

15.1. Details regarding our grievance, disciplinary and dismissal procedures are annexed to this Agreement (Appendix 1). However, such procedures are non-contractual.

15.2. We expressly reserve the right to suspend You from employment pending investigation and any further action in relation to any disciplinary or related matters, for such period as We consider appropriate or until any disciplinary process has been completed.

15.3. If, either before or during the course of an Assignment, You become aware of any reason why You may not be suitable for an Assignment, You shall notify Us without delay. A failure to notify Us under this clause shall constitute a disciplinary offence.

16. EXPENSES

16.1. We will reimburse You all expenses properly incurred by You in the proper performance of Your duties, provided that You seek prior authorisation to incur those expenses and provide Us with such receipts or other evidence of actual payment of such expenses as We may reasonably require.

16.2. We will not usually reimburse You for travelling expenses incurred to and from Your place of employment or the Client’s premises.

17. CONFIDENTIALITY

17.1. You must not disclose any trade secrets or other information of a confidential nature relating to our business or any of our Clients or any of their business associates or in respect of which We or any of our Clients owes an obligation of confidence to any third party either during or after Your employment except in the proper course of Your employment or as required by law.

17.2. You must not remove any documents or tangible items which belong to Us or our Clients which contain any Confidential Information from either our premises or a Client’s premises at any time without proper advance authorisation.

17.3. If We request it, on the termination of Your employment, You must return all property belonging to Us or any of our Clients or any of their business associates including without limitation all documents and tangible items including those which contain or refer to any Confidential Information and which are in Your possession or under Your control.

18. HEALTH AND SAFETY AT WORK

18.1. We will take all reasonably practicable steps to ensure Your health, safety and welfare while at work.

18.2. During every Assignment You will take all reasonable steps to safeguard Your own health and safety and that of any other person who may be present or be affected by Your actions on the Assignment and comply with the health and safety policies and procedures of the Client.

19. DATA PROTECTION

You acknowledge that We must process personal data about You in order to properly fulfil its obligations under this Agreement and as otherwise required by law in relation to Your employment in accordance with the Data Protection Laws. Such processing will principally be for personnel, administrative and payroll purposes. 

20. SEVERABILITY

If any of the provisions of this Agreement shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining Agreement, which shall continue to be valid to the fullest extent permitted by applicable laws.

21. RIGHTS OF THIRD PARTIES 

None of the provisions of this Agreement are intended to be for the benefit of or enforceable by third parties and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.

22. NOTICES

All notices which are required to be given in accordance with this Agreement shall be in writing and may be delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party in writing including by email. Any such notice shall be deemed to have been served: if by hand when delivered; if by first class post 48 hours following posting; and if by email, when that email is sent.

23. JURISDICTION AND GOVERNING LAW

This Agreement shall be governed and interpreted in all respects by English law and the parties irrevocably submit to the non-exclusive jurisdiction of the Courts of England and Wales.

 

The parties to this Agreement have read understood and agree to be bound by its terms.

 

Signed for and on behalf of the Adonai Healthcare Services

Iheanyi Joseph Ezenwoke

[Managing Director]

I confirm that I am not subject to any legal restraints which affect my ability to perform my duties under this Agreement.

Signed by the employee

(By continuing your registration, you agree to be bound by the terms of this Agreement)