Partnership Agreement Extension

This document serves as an extension of the standard partnership agreement. To obtain the complete partnership agreement, including Articles 1–9, please connect with your respective admissions partner.

Termination

1.1. Either PARTY may, after giving 30 days’ notice in writing to the other party, proceed to terminate this Agreement. However, such termination of this Agreement would not in any manner affect the legality and/or enforceability of continuing obligations cast on the parties in particular, to continue to perform the obligations under this agreement, until the completion of the courses of the students enrolled by you with GEP and/or affect the legality and/or enforceability of contracts and/or agreements entered in pursuance of this Agreement, whilst this Agreement was in force.

1.2. Notwithstanding anything in Sub Article 2.1 below all rights, duties, and obligations provided for under this Agreement be terminated without any further judicial or extrajudicial recourse of either Party upon the earliest occurrence of any of the following:

• a. Both Parties mutually agreeing to terminate this Agreement in writing or via email;
• b. Commencement of voluntary or involuntary bankruptcy proceedings against one of the Parties;

Extent of Agreement and Amendments

2.1. This Agreement represents the entire and integrated agreement between the Parties and supersedes all prior negotiations, representations or agreements written or oral, relating to the matters referred to herein, between all three Parties.

2.2. This Agreement may be amended only by written instrument signed by all Parties to this Agreement.

Severability

3.1. If any provision of this Agreement is held or interpreted by any court of competent jurisdiction or by any governmental authority charged with the administration thereof to be illegal or invalid, such provision shall be fully severable and this Agreement shall be construed as if such illegal or invalid provision had never comprised a part of this Agreement and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal or invalid provision or by its severance from this Agreement. Furthermore, in lieu of such illegal or invalid provision, there shall be added another provision by Agreement of the Parties.

No Waiver

4.1. The failure of any Party to insist upon the strict performance by the other Party of any conditions and provisions of this Agreement shall not be deemed a waiver of such conditions and provisions or a waiver of the right of the other Party to require future compliance therewith. No waiver of any conditions and provisions shall be deemed to have been made unless expressed in writing and signed by all parties.

4.2. No consent or waiver expressed or implied by any Party to or of any breach of any covenant or provision herein contained shall be construed as consent to or waiver of any other breach of the same or any other covenant or provision.

Applicable Law and Jurisdiction

5.1. This Agreement is to be governed and enforced, construed, regulated and administered under and in accordance with the laws of Sri Lanka, without recourse to provisions governing choice of law.

Dispute Resolution

6.1. This Agreement shall be interpreted and governed by the prevailing laws of Sri Lanka.

6.2. The PARTIES shall make all reasonable efforts to resolving any dispute arising out of; relating to or connected with this Agreement by amicable negotiations and agree to provide, on a without prejudice basis, full and timely disclosure of relevant facts, information and documents to facilitate such negotiations.

6.3. Subject to Clause 14.2 above any disputes arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the UNCITRAL Rules of Arbitration by Three (3) Arbitrators appointed in accordance with the said rules. The place of arbitration shall be Sri Lanka and the language of the arbitration shall be English. All the Parties agree that the arbitration award shall be final and binding upon the Parties to this Agreement.

6.4. Neither of the PARTIES shall be released from performing its obligations hereunder and under the Contract by reason of any arbitration proceedings being instituted.

Notices

7.1. Any Notices required or permitted under this Agreement shall be in writing and delivered in person or sent by registered or certified mail, return receipt requested, with proper postage affixed to the respective address disclosed below by each PARTY to this Agreement or such notices shall be sent by a certified fax or e-mail to the number or email address disclosed below by each PARTY to this Agreement: