Subject to the applicable legal and customary limitations of liability, it will generally be possible to exclude clauses that may be implied by law, provided that the entire contractual clause contains clear words to that effect. Entire contract terms must also be appropriate under the Unfair Contract Terms Act 1977. If both parties are commercially available companies and the contract is concluded in a commercial context, it is unlikely that a full contractual clause excluding liability for pre-contractual representation is inappropriate. This may be the case even if one of the parties is much larger than the other, provided that the smaller party is accustomed to dealing with such agreements. 4. Previous agreements and confiscation by agreement – Finally, when concluding a contract, the parties must check whether agreements were concluded before the contract that should be included in such a contract. If this is the case, this should be done by explicitly referring to this agreement and including it in the new contract. If this has been done correctly, a full agreement clause will not prevent it. 22.3 Entire Agreement. This Agreement and its Annexes, together with the other Settlement Agreements and all schedules and annexes thereto, constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all prior negotiations, discussions, obligations, terms, agreements, promises and other oral or written communications relating to such subject matter. In the event of any conflict between the terms of this Agreement and the terms of any other Transaction Agreement with respect to the subject matter of this Agreement, the terms of this Agreement shall prevail; provided that in the event of any conflict between the provisions of this Agreement and the Tax Convention, the terms of the Tax Convention shall prevail. In the event of any ambiguity between the terms of the body of this Agreement and any list relating to this Agreement or with respect to any additional or omitted services, the terms of the body of this Agreement shall prevail. 15.

ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties. No other agreement, declaration or commitment made on or before the date of entry into force of this Agreement shall be binding on the Parties. Although each individual clause is interpreted separately, it can be argued that “extrinsic” implied clauses of this type may be excluded by a complete contractual clause that contains only a general exclusion of implied clauses.9 However, in order to strengthen the protection offered by a full contractual term, the parties may wish to consider the following: Section 5.2 Entire Agreement. This Agreement (including the documents and instruments referred to herein), together with all facilities, annexes, appendices, certificates, instruments and agreements provided under this Agreement, (a) constitutes the entire Agreement and supersedes all prior written and oral agreements between the parties with respect to the subject matter of this Agreement, and (b) except as provided herein; is not intended to confer any rights or remedies on any person other than the parties hereto. 15. Entire Agreement. This Agreement terminates and supersedes all prior agreements or agreements relating to the subject matter hereof, and this Agreement is deemed to supersede the 2015 Agreement only with respect to the agreement between ARP and the Executive. This Agreement may only be modified if the change, modification or waiver is made in writing and signed by the officer and an officer of the Company who is not the controller.

26.10 Entire Agreement. This lease is the entire agreement between the parties, and there are no agreements or representations between the parties except as expressed herein. A properly worded full contractual clause can reassure the party who wishes to rely on it that it will not be held liable for claims made by the other party for pre-contractual statements and representations. The comprehensive analysis of these clauses in court proceedings and arbitration proceedings proves their importance, especially in the area of large-scale projects, where the parties exchange large amounts of information and correspondence prior to the conclusion of the construction contract. In light of this (and the potential impact of incorrect wording), we recommend that you give all due diligence and attention to your entire contractual clause that formulates it. While this may be an unsurprising recommendation from us, these are really clauses that you should discuss with your lawyers. Issues relating to the validity of entire contractual terms appear to arise increasingly frequently in disputes, in particular disputes relating to long-term contracts such as joint ventures, long-term supply contracts, long-term financing agreements or amendments and/or renewals of such agreements or arrangements where the parties have had a long business. A typical clause on a full agreement could be as follows: the parties often try to argue that a particular clause should be included in the contract based on its perceived importance to the contract as a whole. For example, in the energy and raw materials sector, contracts for the purchase of natural resources may provide that the appointment of a goods inspector is final and binding in terms of quality, except in the case of a manifest error.3 In such a case, a party may claim that, in determining whether there is a manifest error, a clause requiring the inspector to keep a representative part of the sample tested: should be included in the treaty. The inclusion of such an implied clause may make it easier for a party to identify a manifest error and could therefore be described as important for the performance of the contract. However, contractors should keep in mind that the above legal criteria for the implication of conditions are not based on importance, convenience or suitability.4 The court found that the lease had a “clear and obvious deficiency”. With the exception of an insurance contract from the landlord, the lease did not include any express provision for the exterior of the premises or their power supply.

The power supply was not part of the tenant`s obligation to keep the “furniture” in good condition and in good decorative order. In addition, the lease provided that the landlord could enter the premises to repair, maintain or renew the service supports, including the means by which gas and electricity were transported to the premises. Therefore, the Court of Appeal found that it was necessary to close the gap and involve an agreement by the landlord that the electrical installation and other service supports provided were safely installed and covered by a required certificate. Moreover, the entire contractual term did not preclude the implication of that clause. Technical Services Agreement – 6 – Part A: Tianjin Sevenstarflix Network Technology Limited Address: Suite 305-55, 3/F, Zonghe Service Building D, Nangang Industrial Zone of Tianjin Economic Development Zone, Tianjin, PRC Tel: +86 10 8590 6578 Fax: +86 10 8590 6577 Attn: Mei Chen Party B: YOU On Demand (Beijing) Technology Co., Ltd. Address: Suite 2603, 26/F, Tower A, 10 Jintongxi Road, Chaoyang District, Beijing, PRC Tel: +86 10 8590 6578 Fax: +86 10 8590 6577 Attn: Grace He 12.2 Entire Agreement. This Agreement and its Annex constitute the entire agreement between the Parties with respect to the subject matter of this Agreement and supersede all prior discussions, negotiations and related arrangements. 1. “This Agreement supersedes any prior written or oral agreement between the Parties with respect to matters dealt with in this Agreement and contains the entire agreement between the Parties with respect to the subject matter of this Agreement at the time of this Agreement, excluding any legal provision that may be contractually excluded.” 5.4 Entire Agreement. This Agreement, the annexes and appendices thereto, the Purchase Agreement and other documents provided under this Agreement constitute the complete and complete agreement and understanding between the parties with respect to the matters, and neither party shall be liable or bound in any way by any representations, warranties, understandings and understandings, whether oral or written, or otherwise, except as expressly provided herein and in this document. .