Grant Terms and Conditions

1. Definitions and interpretation
In these Terms and Conditions and any Special Conditions the following terms shall have the following meanings:

1.1.1.    “Authority” means the organisation referenced in the Grant Agreement
1.1.2.    “Basic Project Information” means the project title, the project scope, information about the budgeted and actual project spend, the project duration, the name of the Grantee and the amount of funding that is being provided under the Grant Agreement 
1.1.3.    “Confidential Information” means the Grant Administrator’s data and all information which has either been reasonably designated as confidential by either Party in writing or which ought to be considered as confidential (however it is conveyed or on whichever medium it is stored) including information which relates to the business, affairs, properties, assets, trading practices, services, developments, trade secrets, intellectual property rights, know-how, personnel, customers and suppliers of either Party, all personal data and sensitive personal data within the meaning of the General Data Protection Regulation and any other UK data protection law which may be enacted from time to time. Confidential Information does not include Basic Project Information;
1.1.4.    “Crown Body” means a UK central government department and any other organisation in the UK that is defined by law as a Crown Body;
1.1.5.    “Eligible Expenditure” means expenditure in relation to the Funded Activities that complies in all respects with the eligibility rules set out in the Grant Agreement;
1.1.6.    “Evaluation” means an assessment of the Project by the Grant Administrator or one or more persons appointed by the Grant Administrator. The Evaluation will assess the Project on the basis of value for money, impact and delivery of outputs. Evidence will be collected through a review of paper documents and interviews with stakeholders;
1.1.7.    “Evaluation Visit” means a visit of up to 2 days made by one or more persons appointed or nominated by the Grant Administrator to the country where the Project is being delivered and will comprise of a series of interviews with stakeholders involved in the Project;
1.1.8.    “Financial Year” means the 12 month period 1 April to 31 March;
1.1.9.    “Funded Activities” means the activities set out in the Grant Agreement;
1.1.10.    “Funding Period” means the period for which the Grant is awarded as specified in the Grant Agreement;
1.1.11.    “Grant” means the sum or sums of money to be provided to the Grantee in accordance with the Grant Agreement;
1.1.12.     “Grant Application Process” the system and processes that provide the Grant Application form and decision making process to determine all Grant awards
1.1.13.     “Grant Administrator” means Smarter Society Limited incorporated and registered in England and Wales with company number 09874339 whose registered office is 27 Old Gloucester Street, London, England, WC1N 3AX at 27 Old Gloucester Street, London, England, WC1N 3AX and acting on behalf of the Authority
1.1.14.     “Grantee” means the person or organisation to whom the Grant is awarded
1.1.15.    “Grant Scheme” means the specific grant funding programme that is providing the Application 
1.1.16.    “Programme Objective” means the wider programme of activity that this Project is part of as set out in the Grant Agreement;
1.1.17.    “Project” means the programme of activity outlined in the Grant Agreement Project Summary
1.1.18.    "Prohibited Act" means:
1.1.18.1.    offering, giving or agreeing to give any servant of the Grant Administrator any gift or consideration of any kind as an inducement or reward for:
1.1.18.1.1.    doing or not doing (or for having done or not having done) any act in relation to the obtaining or performance of this Agreement; or
1.1.18.1.2.    showing or not showing favour or disfavour to any person in relation to this Agreement;
1.1.18.2.    committing any offence
1.1.18.2.1.    under the Bribery Act;
1.1.18.2.2.    under legislation creating offences in respect of fraudulent acts; or
1.1.18.2.3.    at common law in respect of fraudulent acts in relation to this Agreement; or
1.1.18.3.    defrauding or attempting to defraud or conspiring to defraud the Grant Administrator or the Crown;
1.1.19.    “Project” means the outputs and activities set out in the Project Final Bid Form in the Grant Agreement;
1.1.20.    “Project Implementation” means all the activity which the Grantee undertakes in order to deliver the Project which is being funded under the Grant Agreement;
1.1.21.    “Staff” means all persons employed or otherwise used by the Grantee to perform its obligations under the Grant Agreement;
1.1.22.    “State Aid” has the meaning given in Article 107(1) of the Treaty on the Functioning of the European Union;
1.1.23.    “Unspent Monies” means any monies paid to the Grantee in advance of expenditure which remains:
1.1.24.    unspent and uncommitted at the end of a Funding Period; or
1.1.25.    unspent and uncommitted at the end of the Financial Year in which the Funding Period occurs;
1.2.    Any reference to UK primary legislation (Acts) or secondary legislation (Statutory Instruments) in the Grant Agreement includes reference to any changes to or replacement of those Acts or Statutory Instruments.

2.    Grant Application 
2.1.    The Grant Administrator will operate an online portal that will host the application questions that applicants must complete to apply for the Grant
2.2.    Any applicant that does not complete all application questions and requirements may be excluded from the Grant Scheme
2.3.    Applicants should submit their application a minimum of six hours before the closing date and time to allow for any technical issues that may arise from time to time
2.4.    In the event of any technical issues, applicants must communicate with the Grant Administrator a minimum of six hours before the closing time and date of the Grant Scheme using the contact method outlined in the online portal
2.5.    The Grant Administrator will communicate a decision on each completed application following closure of the online portal
2.6.    The Grant Administrator will not provide any individual feedback to applicants unless otherwise specified 

3.    Grant Offer
3.1.    The Grant Administrator offers to pay the Grantee the grant funding set out in the Grant Agreement on condition that the Grantee complies fully with the terms of the Grant Agreement.
3.2.    The Grantee acknowledges that the Grant Administrator agrees to provide funding only for the amount, period and purposes set out in the Grant Agreement.

4.    Purpose of the Grant
4.1.    The Grant Administrator is providing grant funding, on behalf of the Authority, for Eligible Expenditure incurred by the Grantee to implement the Project entitled. The Project outputs and activities are set out in the Project Summary in the Grant Agreement
4.2.    The Grantee accepts responsibility for the proper use and administration of all funding provided under the Grant Agreement and undertakes to use such funding only for the purpose of carrying out the Project in accordance with the Project outputs and activities set out in Grant Agreement.
4.3.    The Grant must not be used to support activity intended to
4.3.1.    influence or attempt to influence the UK Parliament, Government or political parties;
4.3.2.    influence or attempt to influence the awarding or renewal of contracts and grants by the UK government; or
4.3.3.    influence or attempt to influence legislative or regulatory action in the UK.
4.4.    Where the Grantee intends to apply to a third party for other funding for the Funded Activities, it will notify the Grant Administrator in advance of its intention to do so and, where such co-funding is permitted and obtained, it will provide the Grant Administrator with details of the amount and purpose of that funding.
4.5.    The Grantee agrees and accepts that it will not apply for duplicate funding in respect of any part of the Funded Activities or any related administration costs that the Grant Administrator is funding in full under the Grant Agreement and that it may be prosecuted for fraud should it dishonestly and intentionally make such an application.

5.    Grant Funding Period
5.1.    The grant funding period is set out in the Grant Agreement.
5.2.    Project Implementation will begin on the day after the last of the two Parties signs the Grant Agreement.

6.    Timing of Grant payments
6.1.    Payment will be made in line with the Grant Agreement
6.2.    The Grant Administrator will not authorise payment unless the Grantee has:
6.2.1.    signed and returned a copy of the Grant Agreement to the Grant Administrator;
6.2.2.    provided appropriate bank details and
6.2.3.    agreed to comply with the terms of the Grant Agreement, including the reporting requirements.
6.3.    The Grant Administrator reserves the right to withhold all or any payments of the grant funding if it has reasonably requested information and/or documentation from the Grantee and this has not been provided to the Grant Administrator within the timescales reasonably required.

7.    Reduction And Recovery of Grant
7.1.    Without prejudice to the Grant Administrator's other rights and remedies, the Grant Administrator may withhold or suspend payment of any grant funding due to the Grantee and/or require the Grantee to repay any Unspent Monies if any of the events set out in clause 7.5 and clause 18 arise.
7.2.    If the Grantee fails to comply with any of the terms of this Agreement the Grant Administrator may require that all or part of the grant funding be repaid.
7.3.    The Grantee may not retain any portion of the Grant that has not been used by the end of Grant Funding Period without the Grant Administrator’s written permission.
7.4.    Where all or a proportion of the Grant Funding remains unspent at the end of the Grant Funding Period, including as a result of termination of this Agreement, all or a proportion of the Unspent Monies, as calculated by the Grant Administrator, must be repaid to the Grant Administrator within ten (10) working days from the date on which the request for payment is sent.
7.5.    If the Grantee is wound up or goes into liquidation, administration, receivership or bankruptcy, or enters into any compromise or other arrangement of its debts with its creditors, the Grant Administrator will be entitled to recover any grant money that has not been spent and/or may withhold any further payments. If any of the money is held by the Grantee contractors, the Grantee must attempt to recover those sums from its contractors.
7.6.    If the Grant Administrator makes an overpayment to the Grantee, it will seek recovery of all sums overpaid. The Grantee will repay any overpayment to the Grant Administrator within ten (10) calendar days of receiving a written request from the Grant Administrator to make a repayment. If there is a dispute between the Parties about the overpayment, repayment will not be made until the dispute has been resolved.

8.    Managing the Grant
8.1.    Reporting
8.1.1.    The Grantee will provide reporting as specified in the Grant Agreement
8.2.    Monitoring and Evaluation
8.2.1.    The Grant Administrator will monitor the progress of the Project throughout the Funding Period and reserves the right to:
8.2.1.1.    carry out Evaluation Visits, after giving reasonable notice;
8.2.1.2.    appoint an external evaluator.
8.2.2.    The method and timing of the Evaluation Visit, and the Evaluation of the Project, will be at the Grant Administrator’s discretion but may include the Grantee filling in a survey and attending an interview with the external evaluator 
8.2.3.    The Grantee will make staff available to meet with, answer questions and provide management information to the Grant Administrator or the evaluator appointed by the Grant Administrator.
8.2.4.    The Grant Administrator and the Grantee will undertake a joint review of the Project if the Grant Administrator considers it necessary to refocus the Project outputs. If, at any stage, the Project outputs are not achieving the agreed objectives, impact and delivery, the Grant Administrator may terminate the Project.
8.3.    Additional governance
8.3.1.    In order to ensure its accountability to Parliament or any other body authorised to scrutinise its use and management of public funds or in order to assess risks of fraud or guard against potentially fraudulent use of grant funding, the Grant Administrator reserves the right to:
8.3.1.1.    make grant funding subject to such arrangements (including terms of reference, steering committees and virtual boards) as it considers reasonable, appropriate and proportionate to manage the relationship with the Grantee. This reservation may be exercised by reference to the budget, scope or complexity of a Project; or
8.3.1.2.    commission an external audit of the financial reporting provided by the Grantee at any point in the Funding Period. Where the Grant Administrator exercises this right, it will bear the cost of such audit.
8.4.    Financial Irregularity
8.4.1.    If the Grantee has good reason to suspect fraud or any other misuse of any grant funding paid under the Grant Agreement, it must notify the Grant Administrator immediately, explain the steps that are being taken to investigate the suspicion and keep the Grant Administrator informed of the progress and outcome of the investigation.

9.    Other uses of grant funding
9.1.    Procurement
9.1.1.    The Grantee must obtain value for money when using grant funding and will act in a fair, open and non-discriminatory manner when buying goods and services. Any single purchase will be £2,500 or above, you may be asked to provide evidence that at least 3 written quotations were sought.
9.1.2.    The Grantee will follow its own procurement guidelines and procedures when buying goods and services using grant funding provided under the Grant Agreement.
9.1.3.    If the Grant Administrator requests information from the Grantee about the use of grant funding provided under the Grant Agreement for procurement, the Grantee will provide sufficient information to show that its procurement processes are transparent, fair, allow for competition and were cost-effective.

10.    Records to be kept
10.1.    The Grantee will ensure that all original documents including all evidence of purchases are retained for a period of six (6) years after the end of the Grant Agreement and will provide these to the Grant Administrator or the Authority, if requested within this period.

11.    Audit and Inspection
11.1.    The Grant Administrator may request reasonable access for its authorised representatives, after giving the Grantee notice, to:
11.1.1.    project sites which the Grantee owns or occupies and where any activity in support of the Project has been undertaken; and/or
11.1.2.    records (however these are stored) which show how grant funding for the Project has been used.

12.    Legislation and State Aid Law
12.1.    The Grantee acknowledges that the Grant Administrator is subject to the Freedom of Information Act 2000, the General Data Protection Regulation and any other UK data protection law which may be enacted from time to time, and the Equality Act 2000.
12.2.    The Grantee must ensure that it complies with any applicable law or organisational directions and regulations which are binding on it.
12.3.    The Grantee will also cooperate with the Grant Administrator (to the fullest extent permissible and consistent with its obligations under any applicable law or rules) to enable the Grant Administrator’s compliance with its obligations under the legislation referred to in clause 12.1 or other applicable legislation which applies to the provision of grant funding under the Grant Agreement.
12.4.    The Grantee acknowledges that, where the Grant Administrator is required to disclose information in line with its obligations under the UK Freedom of Information Act 2000, it will be responsible for determining whether any information relating to the Grant Agreement is exempt from disclosure. If the Grantee provides information to the Grant Administrator which is designated as commercially sensitive or confidential these markings will not determine conclusively whether or not disclosure by the Grant Administrator is necessary in order to comply with its legal obligations. [or see guidance for alternative wording]
12.5.    The Grantee will take all reasonable steps to ensure that where any awards to third parties are made from the Funded Activities those awards are compatible with State Aid law, if applicable, including requesting such documentation from the award recipients as is necessary to ensure compliance with State Aid law.

13.    Transparency
13.1.    The Grantee acknowledges that the Grant Administrator will disclose payments made under the Grant Agreement with a value of twenty five thousand pounds (£25,000) or more in accordance with the UK Government’s transparency agenda.
13.2.    The Grant Administrator may request information about the implementation and operation of the Project. Where the Grant Administrator makes such a request, the Grant Administrator will provide the Grantee with the reason for its request.
13.3.    The Grantee is committed to the principle of transparency and, subject to any applicable law and/or binding internal procedure, the Grantee will make available to the Grant Administrator such information, as may be requested, relating to the implementation and the operations of the Project.

14.    Confidentiality
14.1.    Each Party will treat the other’s information as confidential, keep it safe and not disclose it to a third person without the original owner’s prior written consent unless disclosure is expressly permitted by the Grant Agreement.
14.2.    The Grantee may disclose the Grant Administrator’s Confidential Information to its Staff who are directly involved in the implementation of the Project and who need to know the information. Where it makes such disclosure, the Grantee will ensure that such Staff are:
14.2.1.    aware of and comply with the confidentiality obligations under the Grant Agreement; and
14.2.2.    do not use any of the Grant Administrator’s Confidential information that is received for purposes other than the implementation of the Project and in line with the Grant Agreement.
14.3.    Clause 14.1 will not apply to the disclosure of information that:
14.3.1.    is a requirement of law placed upon the Party making the disclosure by an order of a court of competent jurisdiction or in order to comply with requirements including but not limited to the Freedom of Information Act 2000 or the Environmental Information Regulations 2004;
14.3.2.    occurs because information was in the possession of the Party making the disclosure without any obligation of confidentiality to the information owner and prior to any disclosure; 
14.3.3.    was obtained from a third party who was not subject to an obligation of confidentiality;
14.3.4.    was already in the public domain at the time of disclosure and this was not due to a breach of the Grant Agreement; or
14.3.5.    was developed independently without access to the other Party's confidential information.
14.4.    Nothing in the Grant Agreement will prevent the Grant Administrator from disclosing the Grantee's confidential information:
14.4.1.    To the Authority
14.4.2.    to any Crown Body. All Crown Bodies receiving such confidential information will be entitled to further disclose the confidential information to other Crown Bodies on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body;
14.4.3.    to any person engaged by the Grant Administrator or any person authorised to scrutinise the Grant Administrator’s activities by conducting an assurance or other review of the Project (whether alone or as part of a wider programme of activity which the Project is supporting);
14.4.4.    for the purpose of the examination and certification of the Grantee’s accounts;
14.4.5.    for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Grant Administrator has used its resources.
14.5.    Nothing in this clause will prevent either Party from using any techniques, ideas or know-how gained during the performance of the Grant Agreement in the course of its normal business so long as this use does not result in a disclosure of the other Party's Confidential Information or an infringement of the other Party’s or a third party’s intellectual property rights.

15.    Publicity – Acknowledgement of Funding
15.1.    The Grantee must acknowledge the grant funding provided by the Authority for the Project in publicity materials produced during the Funding Period and at related public events unless the Grant Administrator directs otherwise. Where the Grant Administrator directs that its funding must not be acknowledged the Grantee will comply with this instruction.
15.2.    The Grantee must consult the Grant Administrator regarding the content of any promotion or publicity regarding the Project particularly if it proposes to use any of the Authority’s branding or logos and is obliged to obtain the Grant Administrator’s written consent before using any such content.

16.    Conflict of Interest and Grantee commentary
16.1.    The Grantee will ensure that it has adequate procedures in place to enable early identification and effective management of any conflicts of interest which it or its Staff may have in relation to the Grant Agreement. Where the Grantee identifies a conflict of interest it will notify the Grant Administrator of this and provide information about how this is being managed.
16.2.    In addition to its obligations in clause 16.1, the Grantee will:
16.2.1.    avoid expressing views which are inconsistent with the Programme Objective when speaking to third parties in order to deliver the Project;
16.2.2.    make clear that is does not represent or speak for the Grant Administrator Authority, or the Government of the United Kingdom in any situation where it expresses views;
16.2.3.    check with the Grant Administrator first before making any statements which might be covered by clauses 16.2.1 or 16.2.2.

17.    Amendment of the Grant Agreement
17.1.    The Grant Agreement may be amended only by written agreement of the Parties and such amendments must be recorded in writing, signed by both Parties and attached to the signed original of the Grant Agreement.

18.    Breach of Grant Conditions and Termination
18.1.    Temporary Suspension of performance
18.1.1.    Either Party may notify the other of any event or matter which was neither caused by the Parties nor is within the control of the Parties which prevents, delays or is likely to prevent or delay the performance of its obligations under the Grant Agreement. In this situation, the Parties may agree to suspend the performance of obligations under the Grant Agreement temporarily for a period of up to one (1) calendar month (“Temporary Suspension Period”).
18.2.    Termination
18.2.1.    Either Party may terminate this Agreement at any time by giving at least one (1) month written notice to the other Party.
18.2.2.    The Grant Administrator may by notice in writing to the Grantee terminate this Agreement with immediate effect if any of the following events occur:
18.2.2.1.    the Grantee intends to use, has used in the past, or uses the Grant Funding for purposes other than those for which they have been awarded;
18.2.2.2.    the Grantee is, in the reasonable opinion of the Grant Administrator, delivering the Funded Activities in a negligent manner; in this context negligence includes but is not limited to failing to prevent or report fraud or corruption;
18.2.2.3.    the Grantee obtains duplicate funding from a third party for the Funded Activities;
18.2.2.4.    the Grantee commits or committed a Prohibited Act or fails to report a Prohibited Act to the Grant Administrator, whether committed by the Grantee or a third party as soon as they become aware of it;
18.2.2.5.    the Grant Administrator determines (acting reasonably) that any director or employee of the Grantee has:
18.2.2.5.1.    acted dishonestly or negligently at any time during the term of this Agreement and to the detriment of the Grant Administrator; or
18.2.2.5.2.    taken any actions which unfairly bring or are likely unfairly to bring the Grant Administrator’s name or reputation and/or the Grant Administrator into disrepute. Actions include omissions in this context;
18.2.2.6.    the Grant is found to be unlawful State Aid;
18.2.2.7.    the Grantee commits a material breach of the Agreement;
18.2.2.8.    the Grantee fails to comply with any of the Terms and Conditions set out in the Agreement and fails to rectify such breach within ten (10) days of receiving written notice from the Grant Administrator detailing the failure.
18.2.3.    On termination of the Grant Agreement the Grantee will provide financial and narrative reports (including invoices and receipts) within ten (10) days of receiving written notification of termination up to the date of such termination.
18.2.4.    In the event of a change of UK government or in policy direction, this Agreement may be terminated by the Grant Administrator with immediate effect by notice in writing (such notice period as the Grant Administrator determines will be reasonable by reference to all the circumstances of the case).
18.2.5.    If the Grant Administrator terminates the Grant Agreement in accordance with clause 18.2, the Grant Administrator may pay the Grantee’s reasonable costs in respect of the delivery of the Funded Activities performed up to the date upon which notice of the termination is first given to the Grant Recipient. Reasonable costs will be identified by the Grantee and will be subject to the Grantee demonstrating that they have taken adequate steps to mitigate their costs. For the avoidance of doubt, the amount of reasonable costs payable will be determined solely by the Grant Administrator.

19.    Insurance
19.1.    The Grantee will ensure that it has such insurance in place as is necessary for the normal conduct of its activities. Where it is necessary for the Grantee to purchase additional insurance cover in order to perform its obligations under the Grant Agreement, the Grantee will ensure that it has all relevant insurance in place prior to the start of the grant funding period.

20.    Liability and Indemnity
20.1.    Neither Party may limit its liability for personal injury or death caused by negligence, fraud or fraudulent representation.
20.2.    The Grantee agrees to indemnify the Grant Administrator for any costs, claims, damage or losses which arise as a result of negligence by the Grantee or out of any breach by the Grantee of any terms of the Grant Agreement.

21.    Grantee responsibility for Staff
21.1.    The Grantee undertakes to provide adequate supervision of and care for its Staff, agents and representatives.

22.    Information about Grantee Staff and Sub-contractors
22.1.    The Grantee acknowledges that in some circumstances the Grant Administrator may for security purposes require information regarding its Staff and subcontractors or other authorised representatives. Where the Grant Administrator makes such a request the Grantee shall, subject to clause 22.2, provide the Grant Administrator with such information as the Grant Administrator may require in order to carry out any security checks it deems necessary.
22.2.    When providing information to the Grant Administrator in line with clause 22.1, the Grant Administrator acknowledges and the Grantee agrees that such disclosure will be to the extent that this is permissible under any of the following:
22.2.1.    the General Data Protection Regulation and any other UK data protection law which may be enacted from time to time (if applicable);
22.2.2.    the principles of transparency, legitimate purpose and proportionality;
22.2.3.    any other legislation or personal data protections rules, policy or practice that applies to the Grantee.

23.    Intellectual Property Rights
23.1.    Any intellectual property rights which arise in the course of the implementation of the Project by the Grantee (“Foreground IP”) will belong to the Grantee provided that the Grantee hereby grants to the Grant Administrator and the Authority a worldwide, perpetual, royalty free licence to use such intellectual property rights for any purpose directly connected with the Project.
23.2.    Except as provided for in clause 23.1 above, the Grant Agreement will not grant either Party any rights over the other Party’s intellectual property rights. In particular, neither Party will own or assert any interest in the other Party’s existing intellectual property rights (“Background IP”).
23.3.    The Grantee warrants that it will take all reasonable steps to ensure that its implementation of the Project under the Grant Agreement will not infringe any intellectual property rights of any third Party. The Grantee agrees to indemnify and hold the Grant Administrator harmless against all liability, loss, damage, costs and expenses (including legal costs) which the Grant Administrator may incur or suffer as a result of any claim of alleged or actual infringement of a third party’s intellectual property rights arising out of the Grantee’s negligent implementation of the Project.

24.    Dispute Resolution
24.1.    The Parties will attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Grant Agreement.
24.2.    The Parties may settle any dispute using a dispute resolution process which they agree.
24.3.    If the Parties are unable to resolve a dispute in line with the requirements of clauses 24.1 or 24.2, the dispute may, by agreement between the Parties, be referred to mediation in accordance with the Model Mediation Procedure issued by the Centre for Effective Dispute Resolution (“CEDR”), or such other mediation procedure as is agreed by the Parties. Unless otherwise agreed between the Parties, the mediator will be nominated by CEDR. To initiate the mediation the Party will give notice of the intention to mediate in writing (“the ADR Notice”) to the other Party, and that latter Party will choose whether or not to accede to mediation. A copy of the ADR Notice should be sent to CEDR, unless other mediation is agreed upon by both parties. If the latter party chooses to accede to mediation, the mediation will start no later than 14 days after the date on which the ADR Notice is sent. [
24.4.    The performance of the obligations which the Grantee has under the Grant Agreement will not cease or be delayed because a dispute has been referred to mediation under clause 24.3 of the Grant Agreement.

25.    Entire Agreement
25.1.    The Grant Agreement constitutes the entire agreement between the Parties and supersedes all negotiations, representations or agreements either written or oral preceding it.

26.    Governing Law
26.1.    The Grant Agreement will be governed by and construed in accordance with substantive English law and the Grantee hereby irrevocably submits to the non- exclusive jurisdiction of the English courts. The submission to such jurisdiction will not (and will not be construed so as to) limit the right of the Grant Administrator to take proceedings against the Grantee in any other court of competent jurisdiction, nor will the taking of proceedings by the Grant Administrator in any one or more jurisdictions preclude the taking of proceedings by the Grant Administrator in any other jurisdiction, whether concurrently or not.