Scitix represents and warrants to the customer, on the Effective Date, that:

(a)             it is duly organised, validly existing and in good standing under the laws of the jurisdiction of its incorporation;

(b)             it is duly qualified and authorised to do business in every jurisdiction where such qualification is required by applicable Laws for the purposes of this Agreement, except where any failure to be so qualified would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on its ability to perform its obligations under this Agreement;

(c)             it has full right, corporate power and authority to enter into and execute this Agreement, to grant the rights and licenses granted under this Agreement (if applicable) and to perform its obligations under this Agreement;

(d)             the execution, delivery and performance of this Agreement will not result in any conflict with, result in a breach or violation of, or constitute a default under:

(i)              any applicable Laws;

(ii)             the constitutional documents of Scitix; or

(iii)           the terms of any agreement or instrument to which Scitix is a party or bound,

except for any breach of (i) and (iii) which would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on its ability to perform its obligations under this Agreement; and

(e)             when executed and delivered by each of Scitix and the customer, this Agreement will constitute the legal, valid and binding obligations of Scitix, enforceable against Scitix in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganisation, moratorium, or similar laws and equitable principles related to or affecting creditors’ rights generally or the effects of general principles of equity;