I.   Introductory Provisions

A Breach is any breaking of peace or violation of a term or condition, or Right of either Party, or any obligation, engagement or duty, either by commission or omission, whether knowing or unknowing, in relation to any valid Agreement.

A Breach may be defined as:

(i) Breach of Promise being a violation of any promise; or

(ii) Breach of Duty being any violation or omission of a legal or moral duty and more particularly the neglect or failure to fulfill in a just and proper manner the duties of an office, agency or fiduciary capacity; or

(iii) Breach of Trust being any act done by a person holding fiduciary responsibility in relation to a trust or office and more particularly the wrongful omission by a trustee of an act required by the terms of the trust, or wrong misappropriation by a trustee of any fund or property which had been lawfully committed to him in a fiduciary character; or

(iv) Breach of Warranty being the failure or falsehood of an affirmative promise or statement in writing, or the nonperformance of an executor stipulation; or

(v) Breach of Agreement being any failure without legal excuse to perform any promise which forms the whole or part of the present Agreement, whether anticipatory, or constructive or continuing, or unequivocal.

All alleged Breaches may be defined as either Minor or Material (Major), whereby:

(i) A Minor Breach is any alleged Breach that technically violates one or more Terms and Conditions of the present Agreement, but does not destroy the inherent Trust or Value and therefore the Duties and Obligations of the Agreement and is possible to be cured by the offending Party within a reasonable period of time; and

(ii) A Material Breach, also known as Major Breach or Fundamental Breach is any alleged Breach as specified within the Terms and Conditions or any other unnamed condition of such a serious nature that unless it is immediately cured by the offending Party, then such alleged Breach is likely to destroy the inherit Trust and Value of the Agreement.

A Party may be deemed in Material Breach, also known as Major Breach and Fundamental Breach of an Agreement:

(i) If a Party knowingly or willingly repudiates one or more of its Obligations before the Commencement of the Agreement in question; or

(ii) If a Party knowingly or willingly repudiates one or more of its Obligations before the completion of any performance due; or

(iii) If a Party knowing or willingly conceals a Minor or Major Breach from the other Parties and fails to give proper written Notice within the Time Limit prescribed; or

(iv) If the conduct of a Party prevents the proper performance of the Agreement; or

(v) If a Party or its Agents or Directors are charged with a serious criminal offence punishable by imprisonment of ten (10) years or more in relation to an alleged act involving violence, or moral depravity, or drug possession or sexual abuse; or

(vi) If a Party assigns or novates their position to another Party and such Party is unable to properly perform the Obligations of the Agreement; or

(vii) If a Party commences any form of legal proceedings or litigation against another Party to the present Agreement in question without first seeking Arbitration in accord with the Agreement; or

(viii) If a Party fails to make any payment due or as required; or

(ix) If a Party or any Affiliate or Agent of such Party obligated under contract to perform, commences a voluntary case or proceeding of Fundruptcy or Bankruptcy with respect to any of its assets or business; or

(x) If a Party is the subject of an involuntary case or petition for Fundruptcy or Bankruptcy with respect to any or all of its assets or business by a third party not associated with any valid Agreement of the Company and the involuntary case or petition is not dismissed or withdrawn within thirty (30) days after its filing; or

(xi) If a Party seeks the appointment of, or is the subject of an order of any court, agency or other governmental authority directing the appointment of a trustee, receiver, liquidator or other custodian of any or all of its assets or business, whether or not a Fundruptcy or Bankruptcy proceeding has commenced; or

(xii) If a Party is the subject of any order of a court, agency or other governmental authority directing the liquidation, sale rehabilitation, reorganization or other disposition of any or all of its assets or business; or

(xiii) If a Party admits that it is generally not paying its debts as the debts become due in a timely and agreed fashion, whether or not the Party admits to being insolvent; or

(xiv) If any Rights of one Party become subject to any levy, or lien, or any other encumbrance as a consequence of the action or inaction of the other Party in violation of its representations or warranties as expressed in writing under Agreement and any such levy, or lien or encumbrance has a material adverse effect on the business of the Company and has not been released or dissolved within thirty (30) days of first coming into effect; or

(xv) If a Party is in breach of a material representation or warranty as expressed in writing under Agreement and such breach has a material adverse effect on the business or name or reputation of the other Party.