8.2 Either party may at any time and for any reason give not less than 6 months’ written notice to the other that it wishes to terminate this agreement, at the end of which notice period this agreement will duly terminate.
Thereafter neither party will have any obligation to the other (save for the provision of a final report by BCST to the RSPB under Clause 4.1 above, adequate financial records and control as outlined under Clause 5 and acknowledgements as outlined under Clause 7) and provided that the RSPB will reimburse to BCST costs and expenses incurred by BCST up to the date of termination in accordance with the budget in Annex B.
8.3 The RSPB may terminate this agreement at any time by notice in writing to BCST and without paying compensation of any kind where BCST is declared bankrupt, is wound up or is the subject of any similar proceeding. In any of such events, the RSPB may demand full or partial repayment of amounts already paid under the Project.
9. INDEMNITIES
9.1 BCST shall indemnify and keep indemnified the RSPB in full from and against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses (including legal expenses) awarded against or incurred or paid by the RSPB as a result of or in connection with:
9.1.1 any breach by BCST of this Agreement;
9.1.2 any act or omission of BCST or of any of its employees, agents or contractors;
9.1.3 any personal injury to, or death of, any person caused by, relating to or arising from the Project;
9.2 The RSPB accepts no responsibility or liability for personal injury, loss of goods or articles not owned by the RSPB, or any other accident in connection with the Project.
9.3 BCST shall pay all taxes due relating to their costs incurred whilst undertaking the project covered by this agreement.
10. JURISDICTION
10.1 BCST agrees to abide by all national legislation in the performance of the terms and conditions of this project.
10.2 In the event of a dispute regarding the terms of this agreement the Law of England and Wales shall apply and the sole jurisdiction for resolution shall be the Courts of England and Wales
10.3 If a dispute arises the parties shall refer the same to a representative of each party who shall use best endeavours to resolve the dispute. If the dispute or difference is not resolved by the said representatives within 30 days of the dispute first being referred to either of them, any party may propose to the other in writing that the matter be referred to an independent expert who shall be an appropriately qualified relevant professional experienced in dealing with the general subject matter of the dispute (the Independent Expert). The Independent Expert may request all Parties to provide it with such documents, written evidence and other assistance as he shall request, and BCST shall provide all such documents, evidence and assistance within such period as the Independent Expert shall specify.
10.4 All negotiations, payments and decisions connected with any dispute shall be conducted in complete confidence and the parties undertake not to divulge details of such negotiations except to their respective professional advisers and such negotiations shall be without prejudice to the rights of the parties in any future proceedings.