Here we explore Body Modification Artist's collaboration contract. Sections with writing [like this] indicate where details can be automatically inserted
TOF® is able to assist in writing your bespoke terms. If you would like to add additional points to your private agreements, please send the details to [[email protected]]
Participants freely define confidential terms and conditions of collaboration. These dynamic hypermedia templates provide some foundational terms
These member edited contract templates stay completely flexible during Biosphere communications, accommodating for as yet unknown collaboration requirements. Simplifying contract creation, the User Agreement lists fifteen additional terms. Once compiled innominate, randomized codes are assigned and implemented on The Other Blockchain®. This process creates permanent, dedicated web addresses with unique block-hash confirmations. Confidentially held the decentralized cataloguing offers immutable, participant specific and binding verification to private contract
Member collaborations are effortlessly constructed through direct communication. Registered documentation holds collaborators responsible to proceed in the ways that they themselves have determined. Below we review the overarching intentions behind each portion of these flexible contract templates for Body Modification Artists
[Mod/Artist] and [Purchasing Member] agree to incorporate by reference the clauses 7.3a to 7.3o, associated documentation, and other written stipulations to form part of this collaboration contract (“Contract”)
Biosphere can automatically insert names as well as unique collaboration contract titles. This portion identifies collaborating participants and scope of terms. Associated documentation is intentionally broadly defined. This is done to include most any written or exchanged content. Associated documentation means it is possible to instantly reference earlier, private discussions. Section 7.3 of the User Agreement contains fifteen additional terms which are also explored below
[COLLABORATION DESCRIPTION] also as in [PHOTOS] (“Body/Art”)
The intended result. What is expected from collaboration
For Body Modification Artists the result is collectively, singularly referred to as Body/Art. Assigning this title is concise semantic categorization allowing deliverables, however defined as say in body modification, to be wrapped up in one term. Without re-stating it's once extended description this term can then be repeated in contract. Body/Art is whatever participants define and becomes short hand, immediately covering all that collaboration is meant to achieve. Photos may also supplement writing. The use of visuals objectively enhances specificity of collaborative expectations
Immediately upon the application of the Body/Art by the Mod/Artist, the Purchasing Member shall pay the fee due to the Mod/Artist in the amount and currency equivalent to [PRICE]
To set a common accounting language prices are initially calculated in United States Dollars (USD). Contract amounts have been explicitly quantified as “equivalent to”. Referenced against USD but payments may be in Bitcoin, Ether, Monero, ZCash, Euro, Yen, British Pounds or so on. However payment is made the value just needs to be "equivalent to" contractually set amounts
BODY/ART IS APPLIED [TEXT] (“Location”) on [DATE]
Places and dates are privately set by participants. They're not automatically inserted from Biosphere use. To simplify contracts, once stipulated an address such as a studio or meeting point becomes the "Location". In session waivers or associated documentation this now references the same. Date becomes contract completion date. Later uses of these titles conveys the privately held time and place of collaboration
[Mod/Artist represents and warrants that to the best of his or her knowledge the Body/Art assigned hereunder is original and has not previously been published, or that consent to use has been obtained on an unlimited and unconditional basis]
OPTIONAL | Specifies that collaboration's resulting Body/Art constitutes a unique commission, a one-off or entirely novel deliverable. In other words Purchasing Member is not obtaining a copy or duplicate. Including this in contract means Body Modification Artist will be providing original work. This may have varied use or implications depending on the procedure(s) specified
[Purchasing Member enjoys non-commercial and personal use of the Body/Art. Purchasing Member shall not have any copyright, moral right or other intellectual property rights, titles or interests whatsoever to the Body/Art (“IP Rights”). Mod/Artist retains all IP Rights to the Body/Art, whether such rights arise from law, contract or other source of legal obligation. If Purchasing Member intends to obtain any such IP Rights, the concurrent or subsequent execution and registration of an IP Sales Contract between the former and the Mod/Artist (also known as “Owner”), shall necessarily be required]
Transfer and assignment of copyrights to Body/Art can be accounted for through separately registered IP Sales Contracts, possibly for additional payment. As an example, this term should be selected for contract inclusion if a Body Modification Artist wants to sell Body/Art as a collaborative procedure yet keep the rights of any pictures or content to re-use on commercial goods, sell other prints, and or sell other copies of or the like in future. By default, as the producing or creating member in collaboration, Body Modification Artist also has rights to record their work. Body Modification Artist may create content during designing or preparing Body/Art which they may use later in any self chosen manner or capacity
Alternatively if collaborators wish for different conditions or to include transfer and assignment of copyrights they may set whatsoever both privately agree
[Mod/Artist and Purchasing Member shall in good faith take every reasonable measure to maintain a suitable, safe, hygienic and comfortable working area and environment during the Body/Art's application]
OPTIONAL | Two or more people may be involved in collaboration. This condition specifies that throughout time together responsibility for maintaining an appropriate working area is jointly shared. Each becomes obligated to conduct themselves appropriately. It is suggested for inclusion during in-person appointments, sessions, shows or the like
[Except for those persons explicitly stipulated by both parties, Purchasing Member shall neither invite nor permit any additional persons, also known as Attendees, to access private, restricted or other similarly controlled areas utilized during application of the Body/Art]
OPTIONAL | To limit head count a specific number of people involved can be set. When members are arranging in-person collaboration the inclusion of this optional term is suggested
For example, this limit may be necessary if Body Modification Artist's working area or the selected Venue has a specific capacity or if Body Modification Artist would only like to deal with the purchaser directly. As participant's agree if one additional person is allowed to be present during collaboration this means that a total of three people, 1 Body Modification Artist + 1 Purchasing Member + 1 Attendee = 3 people are expected. Anyone else present during collaboration could be contractually obligated to leave
[Purchasing Member shall not permit any person to photograph, record, broadcast, digitally stream or in any manner whatsoever record, share or transmit any copy, image or representation of the Body/Art, including any related conduct or activities of the application]
OPTIONAL | Collaborations can be totally private. Body Modification Artists may also wish to limit potential distractions. Including this condition specifies that Purchasing Member may not, for example, film or document the arranged in-person collaboration or Body/Art as being applied
It further states that Purchasing Member may not likewise then upload such collected collaboration recordings or photos to say their social media accounts. This condition is a broad cover-all specifying that there are or would be specific restrictions for such content before its release. Participants may agree to any conditions, say to jointly select which collaboration content would be openly shared
[During the Body/Art's application Purchasing Member shall be comprehensively and personally financially liable to compensate the Mod/Artist or other third party, for damages caused to working areas and or Locations when said damages have been objectively evidenced or proven to have resulted from the act or omission involving fault or negligence of the Purchasing Member. Payable charges may likewise include verified costs incurred by Mod/Artist to compensate for, repair or replace similarly damaged equipment]
OPTIONAL | You break it, you buy it. Including this condition specifies that Purchasing Member becomes liable for damages they may cause. These cover damages that Body Modification Artist incurs during participants in-person collaboration. However these cannot be punitive, imposed as some form of punishment. For example, if Purchasing Member accidentally breaks some equipment then they would only be expected to financially settle Body Modification Artist's documented costs for that specific items repair or replacement
[Mod/Artist and Purchasing Member agree to protect each other’s confidential and or proprietary information, otherwise known as private details. Each shall endeavor to do so for such information disclosed in the course of contract negotiations, perfection, implementation and consummation]
OPTIONAL | Collaboration involves more than just Body/Art. There are codes of conduct. This optional condition is one of privacy. If participants set some details to only be shared between each other then, it is expected that such information will not be publicly disseminated. Proprietary information is purposefully broadly defined. This optional term is a clear contractual indication that participants must respect each other's private information with breaches of such potentially constituting cause for action
The transfer or payment of the fee shall be deemed to confirm the successful completion of the Contract. A perfected and signed contract may not be modified, amended or supplemented except by the express written consent of both parties. Neither party may delegate its contract obligations except with the written consent of the other party. Neither party may assign its contract rights, such as the right to collect payment, without the written consent of the other party, which consent shall not be unreasonably withheld. General portfolio displays or depictions of the Body/Art on [MOD/ARTIST'S BIOSPHERE PROFILE] are permitted. Contract Dispute and or Settlement Billings are to be ruled on by the Tribunal. Any situation resulting in litigation, initiated by either Party, shall be brought within the courts and governed by the laws of [MOD/ARTIST'S PROFILE LOCATION]
The first sentence reiterates terms of the collaborative engagement and exchange. When Purchasing Member transfers payment for Body/Art it is understood that collaboration has been completed. Registered contract closure records the end of participants formalized relationship
The second portion stipulates that Purchasing Member cannot give this contract to someone else or change it unless Body Modification Artist agrees. Purchasing Member him or herself is expected to be the primary throughout unless Body Modification Artist agrees and the change is registered. By default display of Body/Art in Body Modification Artist's Biosphere portfolio is allowed. However this can easily be deleted
The third portion highlights agreement that the Tribunal is the first point to register collaboration resolution requests should the need arise. Throughout contract a formal resolution investigation request can be submitted by either participant. Such request creates a Dispute. Following Dispute ruling of owed charges by Tribunal, settlement can and may be set for processing by TOF®
Fourthly, by default any potentially arising future external litigation relating to collaboration is set to be conducted within Body Modification Artist's pertinent geographical jurisdiction. As agreed to between participants, this may also be changed
PARTIES HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND | Via electronic method personal signatures and private digital keys are inscribed on registered documents holding both Purchasing Member and Mod/Artist as contractually bound. Purchasing Member and Mod/Artist respectively acknowledges that he or she has been given adequate opportunity to review, bargain and agree with the Contract terms and conditions, including clauses 7.3a through 7.3o, associated documentation and has accepted each and every one of the legally material or significant roles, liabilities, duties, risks, obligations and responsibilities contained therein. All information has been presented with ample time and space to allow for measured consideration by both parties, before official payment and registration of these terms and conditions have been authorized by them | [SIGNING DATE]
Participants sign their private contracts and documents using personalized Biosphere keys. Their signatures are reinforced by anonymized, immutable entries with The Other Blockchain® and coded entries across various distributed ledgers. Contract and collaboration documents become personally signed and approved by participants with confidential creation permanently documented on decentralized technologies
Recall implementation of blockchained data may only be available to registered participants. The fact that participants have entered into a legally binding as well as financially significant contractual relationship is reiterated
There's nothing holding us back | From a legal standpoint "ability" and "capacity" are powerful, widely inclusive terms. These indicate that a range of situational and personal conditions are clearly met. In short this roughly translates to there being no foreseeable justifiable impediment for participants understanding as well as proceeding with their collaboration
"Parties mutually represent, warrant and declare they have full legal and personal ability, capacity and intent to enter into a binding Contract, under the TOF® Biosphere, and under their respective legal jurisdictions based on both nationality and domicile, without any legal impediment whatsoever"
As the provider or creator Body Modification Artist is responsible for collaboration's deliverables | This contract deals with the Body Modification Artist him or herself directly, not as say a business or corporation. Body Modification Artist must pay their own taxes, be responsible for holding their own licensing if required and will honor conditions set
"Mod/Artist represents and warrants that he or she is an independent contractor, Mod/Artist is responsible for providing his or her own operating requirements, tools, equipment, hardware, software and other instruments or devices to enable the performance of the specified collaborative engagement and to ensure the timely and proper completion of the work or engagement without any delay or defect. Mod/Artist is solely responsible for compliance and solely liable for any non-compliance, with any applicable government or non-government permit, licensing, accreditation and registration requirements necessary or desirable for enabling or authorizing the collaborative activity under the TOF® Biosphere, alongside his or her personal reporting, recording and or settling of applicable taxes or duties as may now or in future be owed or required. Mod/Artist shall control the manner, means and details of his or her collaborative engagement performance, completion and delivery of the Body/Art subject to his or her adherence to deadlines, descriptions, other terms and conditions stipulated in writing by the parties"
"In good faith" is a wonderful legal phrase. Roughly it equates to participants being expected to act honestly and in the manner that an objectively 'reasonable' person would find appropriate. With 'in good faith' present both participants are agreeing to the specifics of their contract which they themselves have detailed, defined or stipulated throughout. Conversely it could be said that attempts to impede or sabotage any portion would be acting in 'bad' faith
"In good faith the Parties enter into a binding Contract with the mutual intent and commitment to honor and reasonably fulfill all engagement, performance, completion, delivery and payment requirements. Obligations arising from the Contract shall have the force of law between the parties. These obligations shall be complied with in good faith. Mod/Artist is responsible for the safe, proper and timely creation and delivery of the Body/Art described as having been commissioned by Purchasing Member in so far as to provide, create, produce or otherwise deliver the work, goods, items, service or results stipulated in writing by the parties. Artist undertakes to exercise due diligence to foresee or anticipate, and thereby plan and implement such reasonable measures to ensure the timely and proper creation and delivery of the Body/Art. Purchasing Member is reciprocally responsible for adhering to the terms and conditions of the collaborative engagement undertaking to refrain or avoid any act or omission that may reasonably impede or hinder the performance of the works and creation of the Body/Art by the Mod/Artist"
Quite simply if there is an indisputable, legitimate reason Body Modification Artist could not make a session, appointment or complete collaboration as agreed then contract, along with payment as would be owed, could possibly be considered cancelled
"The Purchasing Member may by written notice to TOF®, withdraw at will from the commission of the work without need for any cause, although it may have been commenced, indemnifying the Mod/Artist for all the latter's expenses, work, and the usefulness which the Purchasing Member may obtain therefrom, and for reasonable damages. In the event of Mod/Artist's physical disability or incapacity to create or complete the commissioned Body/Art due to unforeseeable or unexpected situations such as illness or injury thereby hindering, impeding or preventing the timely or proper performance of his or her collaborative engagement, or exchange completion requirements, the Purchasing Member may cancel or terminate the registered Contract by written notice to TOF®. The Contract is automatically terminated upon the death of the Artist. In case of termination of the Contract due to such disability, incapacity or death, the Purchasing member shall pay the Mod/Artist, or the heirs of the Mod/Artist in case of death, a part of the price agreed upon, in proportion to the value of the part of the work done, and of the materials prepared, provided the latter yield some benefit to the Purchasing Member"
Reinforcement of the optional 'copyright sold separately' condition, expanded here to minimize any potential misunderstanding or debate
If Body Modification Artist has specified that copyrights to Body/Art are sold separately this then includes the copyrights for any associated content collected for collaboration while under contract. Meaning any recorded actions throughout collaboration, from Body Modification Artist's initial documenting of concept to application to filming of in-person sessions or the like, all are set as copyrighted and owned by Body Modification Artist
For example, if Body Modification Artist specified 'copyright sold separately' as a contract term then even photos or recordings of Body Modification Artist designing or planning Body/Art as say a paper sketch during or before completion would constitute copyrighted content being effectively owned by Body Modification Artist. This stipulation persists irrespective of whom may have documented or compiled such content. Body Modification Artist may by extension specify whether their assistant, friend or the like ("designee"), is authorized to record work on their behalf
"Mod/Artist or his or her representative designated in writing may document the Mod/Artist's Contract execution, implementation and consummation activity including but not limited to collection of multimedia content created throughout the collaborative engagement separately and independently of registration or recording under the TOF® Biosphere. To the full extent permitted by the applicable laws, and unless otherwise provided by Contract, the Mod/Artist shall own and possesses all intellectual property rights including copyright or economic rights and moral rights, to the Body/Art, throughout the entire world in perpetuity except only for the ownership and possession of the material object or digital asset created as a result of the commission of the piece of which which shall belong to the Purchasing Member"
These could include, but are not limited to, recorded changes or additional session times used, sales of jewelry or items and or any invoiced activity that may arise. These extra or 'additional charges' will be written down and specified. If Purchasing Member agrees to such invoicing, he or she is then of course expected to pay for these as they become part of confirmed collaboration
"The fee due to the Mod/Artist shall be limited to the price agreed upon in writing by the parties at the time and space of Contract execution and signing. No additional charges shall be due, except only those charges that may be subsequently agreed upon in writing by the parties. Additional charges may include but not limited to registered and mutually verified changes to the commissioned Body/Art; premium fee for expeditious Contract execution; alteration requests to Body/Art or Contract made by Purchasing Member or additional sale or provisions of products, goods, equipment, items and or services. In good faith additional charges, being detailed and categorized in writing, may be recorded at Mod/Artist’s reasonable discretion, subject to the written acceptance of the Purchasing Member. Upon verified acceptance, Purchasing Member assumes full responsibility and liability to settle the additional charges invoiced by the Mod/Artist"
Body Modification Artist and Purchasing Member have agreed to settle payment independently. This payment for collaboration which is to be passed from the Purchasing Member directly to Body Modification Artist following completion. Payment is expected to be performed in the way as mutually agreed and for the full equivalent set value. Body Modification Artist and Purchasing Member should hold a receipt or proof of payment
Once payment has been completed then contract is basically considered closed. If there are any issues where payment is not exchanged between participants then settlement billing may be determined as necessary for processing following investigation and ruling by the Tribunal
"Purchasing Member shall process the payment or transfer of the fee due to Mod/Artist following the verified delivery, application or receipt of the Body/Art, in accordance with the terms and conditions of the commission. Payment by the Purchasing Member shall be based on the monetary amount and currency invoiced by the Mod/Artist in accordance with the terms and conditions of the Contract. Payment shall be made by remittance of fiat currency through government licensed bank channels, unless the parties expressly provide in writing for another mode or currency payment. An electronic message sent to or posted at the TOF® Biosphere by the Purchasing Member of the completion of the Contract shall be deemed to confirm that payment of the fee due to the Mod/Artist has been made, where the member submits electronic documentation showing that the final or only invoice of the Mod/Artist has been paid, simultaneous with or subsequent to the sending or posting of the message. Purchasing Member assumes full financial responsibility and liability for the settlement of the Contract price if such settlement is verified as owed or unpaid"
Purchasing Member is responsible for personal insurance during collaboration. Contracts set private collaboration between Purchasing Member and Body Modification Artist. Each are responsible, independent agents. Collaboration does not involve outside opinions or judgements
"Throughout the duration of the Contract, independently at their own expense, Purchasing Member and Mod/Artist are respectively understood to have adequate financial resources to discharge their contractual obligations, or otherwise obtain and maintain adequate personal insurance coverage to cover their potential contractual liabilities. Each party agrees to indemnify the other party concerned, the latter's agents and employees, against all claims, damages, losses, and expenses, including reasonable attorney's fees, that the latter may incur or suffer, resulting from or arising out of the acts or omissions involving fault or negligence in whole or in part of the former, including those acts or omissions of anyone employed by the former for whose acts or omissions it may be liable"
Body Modification Artist and Purchasing Member cannot be held responsible for breaking contract should events outside of their control have made it impossible to complete collaboration. If objectively something neither side could control made proceeding with contract untenable then it's expected that participants would agree to set a new completion date
"Unless otherwise agreed by the parties, the failure or delay of a party to perform any obligation under the Contract solely by reason of acts of God or nature, natural disaster, acts of government, riots, wars, accidents, force majeure, or other similar causes beyond its control, shall not be deemed to be a breach of the Contract. Notwithstanding the foregoing, the party prevented from complying with the Contract shall continue to take all actions within its power and control to comply as fully as possible with the Contract, and to use its best efforts to remove or remedy the force majeure with all reasonable dispatch. Except where the nature of the event prevents it, the party suffering the force majeure shall notify the other party of such event within two calendar days (48 hours) after its occurrence"
"Any of the following events shall constitute a default of this Contract: i) An affirmative act of insolvency by a party or the filing by a party of a petition under any bankruptcy, reorganization, insolvency, or moratorium law, or any law for the relief of, or relating to, debtors; ii) The filing of any involuntary petition under any bankruptcy statute against a party, or the appointment of any receiver or trustee to take possession of property of a party, unless such petition or appointment is set aside or withdrawn or ceases to be in effect within ninety (90) days of the date of such filing or appointment; iii) A final judgment or the unappealed decision of a government regulatory officer or agency that results in temporary or permanent suspension of any permit, license, accreditation or registration, the possession of which is a prerequisite to performance by a party under applicable law; iv) Failure to provide the service or perform the work in accordance with the material terms and conditions of the Contract, resulting to substantial delay in delivery or material defect in the Body/Art; v) Failure to make payment in accordance with the material terms and conditions of the Contract, resulting to substantial delay in payment, total non-payment, or partial but substantial non-payment. In case of material default or substantial delay by the Mod/Artist in creating or delivering the Body/Art, the Purchasing Member who is not in default or delay, shall automatically and without need for demand, be entitled to terminate the Contract and recover damages by way of indemnity. In case of substantial delay by the Purchasing Member in paying the fee due to the Mod/Artist, the latter shall automatically and without need for demand, be entitled to collect the unpaid fee and recover damages by way of indemnity. Neither party incurs in delay if the other party does not comply or is not ready to comply in a proper manner with what is incumbent upon the latter. From the moment one of the parties fulfills the obligations concerned, delay by the other begins "
Body/Art is no longer Body ModificationArtist's responsibility once it is out of their hands. Responsibility passes following completion. When Purchasing Member has received application or otherwise possess Body/Art then Body Modification Artist is not responsible or liable for Purchasing Member's use or care of Body/Art
"The Mod/Artist shall execute the work in such a manner that it has the qualities agreed upon and has no defects which destroy or lessen its value or fitness for its ordinary or stipulated use. If the work is not of such quality, the Purchasing Member may require that the Mod/Artist remove the defect or execute another work. If the Mod/Artist fails to comply with this obligation, the Purchasing Member may have the defect removed or another work executed, at the reasonable cost of the Mod/Artist. Acceptance of the work by the Purchasing Member relieves the Mod/Artist of liability for any defect in the work, unless the defect is hidden and the Purchasing Member is not, by lack of special knowledge, expected to recognize the same. If, in the execution of the work, an act of the Purchasing Member is required, and the same incurs delay or fails to perform the act, the Mod/Artist shall be entitled to reasonable compensation. Unless the parties stipulate otherwise, the indemnity for delay in delivery shall be in the form of liquidated damages computed at the rate of 1/10 of 1% of the total value of the Contract, but shall not in any case exceed 10% of the said value. Unless the parties stipulate otherwise, the indemnity for delay in payment shall be in the form of interests computed at the rate of six percent (6%) per annum. To the full extent permitted by law, and notwithstanding anything else in this agreement, neither party shall be liable for any incidental, consequential, exemplary, punitive, indirect damages of any kind including lost profits, lost data, or costs of procuring substitute products or services, whether in an action in contract or tort or other source of legal obligation, even if such party has been advised of the possibility of such damages, except in the case of gross negligence or willful misconduct"
Payment to Body Modification Artist is expected to be completed no later than two days following Body/Art's application, receipt or completion. If payment has not been processed in this time then Purchasing Member may be billed the contract's outstanding total value. All transactions are frozen during Dispute
"Within two days (48 hours) following the Contract’s set date and time of completion Purchasing Member must either confirm Contract closure or initiate Contract Dispute. Closed Contracts record mutually satisfactory fulfillment of the collaborative engagement or reciprocal performance of obligations. Registering Contract Dispute suspends all work activity and settlement of all outstanding billings, pending the resolution of the dispute, in accordance with the procedure established under the Contract. In case of failure by the Purchasing Member to register a Closed or Disputed Contract within two days (48 hours), following the Contract’s set date and time of completion, the Body/Art shall be deemed as timely and properly delivered and automatically authorize the settlement of all outstanding billings on behalf and for the account of the Purchasing Member. Once the settlement billing is initiated, such amount and currency necessary to settle the billings in full shall immediately be deducted or debited from the account of the Purchasing Member, without need for any further authorization"
Purchasing Member may pay directly for any amount they personally decide. If there are any issues, Purchasing Member is always liable and responsible for the set limit of registered contract value which may, in certain cases, be processed or executed by TOF® on their behalf
"Purchasing Member may authorize independent or separate Contract settlement, or the transfer payment directly to the Mod/Artist, even for such amounts that exceed the original or existing registered Contract’s cumulative total limits. For and up to the Contract's registered cumulative total limits, the Purchasing Member remains comprehensively and financially liable to ensure the full settlement of all outstanding billings. The process of settling billings is subject to reasonable transaction fees or processing costs which shall be for the account of the Purchasing Member"
The Other Fruit® cannot predict future translations or languages participant's may use in collaboration. If there is any confusion with a term or condition throughout documents then the writings in English will be held as the guide or otherwise as the most impactful
"In the event of discrepancy or conflict between the Contract that is written in English, and any associated contractual documentation that is written in another language, the Contract in English shall prevail"
If one term or condition doesn't work in certain instances then only that one will be removed, all others still remain in place and applicable. If one term or condition has been written in a way that can't be enforced for a specific case or in certain use, then an equivalent can be inserted in its place. There may be some portions of contract, like confidentiality of proprietary information between participants, that are held to still be relevant or 'active' even following payment
"If any provision of this agreement shall be void or unenforceable for any reason, such provision shall be ineffective to the extent of such voidability or unenforceability without invalidating the remaining provisions hereof, provided however, that the parties shall replace any void or unenfoceable provision by a valid or enfoceable language as comes nearest to the original provision in economic impact and intent. The provisions relating to confidentiality and remedies in case of material breach shall survive the termination of the Contract"