STANDARD TERMS AND CONDITIONS

1. YOUR RELATIONSHIP WITH US

These Standard Terms and Conditions ("STC") are entered into as of the Effective Date specified in the agreement by and between TiffinLabs and you ("Agreement"). These Standard Terms and Conditions form a legally binding contract between you and TiffinLabs.

For purposes of these Standard Terms and Conditions only, and unless otherwise specified:

“TiffinLabs”, “we”, and “us” means either:

● TiffinLabs Singapore Pte. Ltd., if you are based in Singapore;

● TiffinLabs Malaysia Sdn Bhd, if you are based in Malaysia; or

● TiffinLabs (Thailand) Co. Ltd., if you are based in Thailand.

“You” or “your” means the entity or individual providing the Services (as defined in the Agreement).

Capitalized terms used but not defined herein shall have the meaning given to them in the Agreement.

2. PROVISION OF THE SERVICES

2.1 Standards, Specifications, and Procedures

TiffinLabs and the Brand have a reputation for high quality. This reputation has been developed and maintained by TiffinLabs, and it is of the utmost importance to TiffinLabs that this reputation be maintained. In recognition of the mutual benefits that come from maintaining the reputation for high quality enjoyed by TiffinLabs and the Brand, you covenant and agree that you and your employees shall strictly comply with the Agreement and the quality specifications laid down in the Materials in carrying out the Services.

TiffinLabs shall provide you with the Materials strictly for the provision of the Services for TiffinLabs’ benefit and for no other purpose. You shall notify TiffinLabs of any suspected infringement or misappropriation of the Materials and to take such reasonable action as TiffinLabs shall direct in relation to such infringement or misappropriation. You shall not cause or permit anything which may damage or endanger the Materials or other intellectual property of TiffinLabs or the TiffinLabs' title to it or assist or allow others to do so. All Materials are proprietary and are to be held and used by you in strict confidence on a need-to-know basis. The Materials shall not, without TiffinLabs express written approval, be (1) reproduced in whole or in part; (2) used, discussed, or shared in any manner or for any reason other than the provision of the Services for TiffinLabs’ benefit according to the Agreement; or (3) sold or provided to any third party. Use of any in-house collateral (including but not limited to menu cards, tent cards, banners) within the premises of your property shall be determined at your discretion. On the expiry or termination of the Agreement, you shall immediately cease to use the Materials. You shall compensate TiffinLabs for any damage suffered in the case of any use by you of the Materials otherwise than in accordance with the Agreement and to indemnify TiffinLabs for any liability incurred to third parties for any use of the Materials including, without limitation, the trade name, otherwise than in accordance with the Agreement or this STC.

2.2 Orders

In order to ensure that all Orders you produce meet TiffinLabs’ high standards of taste, texture, appearance, and freshness, and in order to protect TiffinLabs’s and the Brand’s goodwill, all Orders shall be prepared by you using properly trained personnel in accordance with TiffinLabs’s recipes, preparation techniques, processes, and other Materials. In providing the Services, you acknowledge that such recipes, preparation techniques, and processes are integral to the Services and failure to adhere to such recipes, preparation techniques, and processes shall be detrimental to the Services, the Brand, and TiffinLabs. You will use reasonable efforts to prepare and package Orders that come in through the TiffinLabs Platform. In the event that you do not have capacity to fulfil Orders due to limitations of personnel, equipment, storage or ingredients, you may temporarily pause Orders from the TiffinLabs Platform. If the capacity limitations extend beyond 4 hours, you will notify TiffinLabs. Failure to notify TiffinLabs of such extended capacity limitations will incur a penalty of S$100 per brand.

As such, in the event of an actual or potential material issue with your fulfilment of the Services, or that the rating of the Brand in the TiffinLabs Platform's application falls below 4.0 stars out of five (or the equivalent value should the rating system changes or varies), you shall immediately notify TiffinLabs. TiffinLabs reserves the right in its sole and absolute discretion to immediately and without notice to you cease directing Orders to you unless and until TiffinLabs is satisfied in its sole and absolute discretion that the issue or potential material issue is resolved.

2.3 Pricing

TiffinLabs shall be solely responsible for determining the prices of all Brand products sold on both the TiffinLabs Platform and for on-premise consumption at your existing restaurants/facilities, which may vary by location, time, and Platform and change from time to time. TiffinLabs shall use reasonable efforts to accommodate your inputs on the prices of Brand products sold for on-premise consumption at your existing restaurant/facilities, however for avoidance of doubt, final determination of on-premise prices shall be at TiffinLabs’ discretion. You shall have no role in the influencing or setting of the prices of Brand products on the TiffinLabs Platform. TiffinLabs shall advise and update you on price changes on the TiffinLabs Platform on a monthly basis.

2.4 Packaging

You shall in the provision of the Services use only boxes, bags, wrapping paper, labels, forms, and other paper, plastic or similar packaging materials for the Orders as prescribed from time to time by TiffinLabs (collectively, "Packaging Materials"). In no circumstance should you use any other boxes, bags, wrapping paper, labels, forms, or other paper and plastic products not prescribed by TiffinLabs.

2.5 Suppliers

You are solely responsible to determine the quantities and timing of ordering the goods, food products, ingredients, packaging materials, and supplies (collectively, the "Supplies") in order to fully perform the Services. TiffinLabs shall provide you a list of suppliers authorized by TiffinLabs ("Suppliers"). You shall purchase the controlled Supplies listed in the Materials (the "Controlled Supplies") only from the Suppliers to supply you with the Controlled Supplies, unless exceptions are provided in writing by TiffinLabs for you to purchase specified Controlled Supplies from non-approved suppliers. For avoidance of doubt, if you can source any Controlled Supplies at the same specifications and quality and at a better price than TiffinLabs’ authorized suppliers, TiffinLabs will provide you approval to purchase from your supplier. TiffinLabs may from time to time modify the list of Suppliers, and you shall not, after receipt of such modification in writing, order any products from a supplier who is no longer a Supplier. You shall ensure that you make payment to Suppliers as per the credit terms provided by the Suppliers. You may purchase the non-controlled Supplies listed in the Materials (the "Non-Controlled Supplies") from non-approved suppliers. You shall, at all times, maintain an inventory of the Supplies sufficient to permit you to fulfil the Services. If you have insufficient Supplies to prepare Orders or certain items on the menu, you shall immediately notify TiffinLabs.

2.6 Platform Equipment

TiffinLabs will provide you with the ordering equipment necessary to receive and process Orders from the TiffinLabs Platform and communicate with the TiffinLabs Platform (and potentially customers) ("TiffinLabs Platform Equipment"). You acknowledge and agree that TiffinLabs Platform owns the TiffinLabs Platform Equipment and that should the Agreement be terminated for whatever reason, you shall promptly return the TiffinLabs Platform Equipment to TiffinLabs or the TiffinLabs Platform as directed by TiffinLabs. You are solely responsible for any damage or loss to the TiffinLabs Platform Equipment. If you fail to promptly return the TiffinLabs Platform Equipment in good order, you shall pay TiffinLabs the cost price of the TiffinLabs Platform Equipment and TiffinLabs shall be entitled to deduct said sum from the TiffinLabs Delivery Service Fee. You accept the TiffinLabs Platform Equipment "as is, where is, with all faults", with no warranty of any kind, express or implied. Except as directed or approved by TiffinLabs in writing, you shall not alter the TiffinLabs Platform Equipment or use the TiffinLabs Platform Equipment for any purpose outside of the Agreement.

2.7 Equipment and Tools

You agree to use such restaurant equipment and tools in the preparation of the Orders that will result in the proper production of the Orders in accordance with the Materials. Unless otherwise directed by TiffinLabs, you are not required to use specific manufacturers, brands, or designs of restaurant equipment or tools. Upon your request, TiffinLabs shall provide you with a list of recommended restaurant equipment and tool suppliers, brands, and designs.

2.8 Records, Reports, and Data

You acknowledge and agree that the TiffinLabs Platform and Suppliers may share with TiffinLabs any and all records, reports, and data in the TiffinLabs Platform’s and/or Suppliers’ possession or control associated with you and the agreement, the Services, and the Orders. Additionally, you acknowledge and agree that as between you and TiffinLabs, TiffinLabs owns any and all customer or similar data relating to or arising from the Orders and Services made through the TiffinLabs Platform.

2.9 Inspections

Prior to you fulfilling its first Order and in coordination with you, TiffinLabs or its designees shall have the right to perform, but not the obligation, a pre-approval inspection of the Location and operation as related to the provision of the Services. Such pre-approval inspection may involve interviews of personnel, observation of performance of the Services, photographs or videos, and removal and testing of samples of Orders or ingredients (without paying for the samples). At any time thereafter, TiffinLabs or its designees shall have the right at any reasonable time and without prior notice to you to enter the Location for the purpose of inspecting and examining any aspect of the Services, provided that such inspections do not disrupt your ordinary business operations. You agree to cooperate fully with TiffinLabs in connection with any such inspection. You shall take all necessary steps to immediately correct any deficiencies detected during these inspections. You acknowledge that TiffinLabs may utilize a secret shopper to check, test, and/or verify the quality of your Services.

2.10 Incident Reporting

You shall notify TiffinLabs in writing as soon as practicable and at all times within (i) two (2) business days of any incident, investigation or violation, actual or alleged, of any health, liquor or narcotics laws or regulation related to the Location, and (ii) five (5) business days of the commencement of any investigation, action, suit, or proceeding or of the issuance of any order, writ, injunction, award, or decree of any court, agency, or other governmental authority which may adversely affect the operation or your financial condition. Your failure to notify TiffinLabs under this provision shall be deemed a breach of the Agreement and TiffinLabs has the right to terminate the Agreement as provided in Clause 8 (Termination) below.

3. AUTONOMY

Subject to the guidance provided in the Materials and proper performance of the Services, you shall act autonomously from us as an independent contractor. TiffinLabs shall have no control or influence on your underlying hotel or restaurant business, operating hours, employees, hiring practices, or similar. All employees performing the Services shall be employees of and shall be under the direct supervision and control of you. TiffinLabs shall have no control, direct or indirect, over your employees. You are solely responsible for procuring all necessary licenses, permits, approvals, insurance, trained personnel, leaseholds and leasehold improvements, equipment, tools and Supplies to provide the Services.

4. NO ADVERTISING, MARKETING, OR PROMOTING

You shall only advertise, market, or promote TiffinLabs, the Brand(s) and the Services where and as agreed in writing by TiffinLabs, as provided by TiffinLabs or as necessary for the performance of its obligations under the Agreement. For clarity, the use of packaging and/or signage to perform the Services as allowed by the Agreement shall not constitute advertising, marketing, or promoting by you. Any advertising, marketing, or promoting within your premises will be at your sole discretion.

5. CONSULTATION BY TIFFINLABS

In addition to the Materials, during the Term, TiffinLabs may, but is not required to, consult with you upon your reasonable request regarding: (1) consultation and advice to you related to the Services or Materials; (2) guidance on preparation of Orders; and (3) recommendations and guidance for suppliers of equipment and Supplies to prepare the Orders. Any consultation, guidance, or advice provided by TiffinLabs shall not constitute any change in the terms and conditions of the Agreement or this STC, regardless of consultation, guidance or advice provided to the contrary.

6. INSURANCE

You shall be responsible for all loss or damage arising from or related to your provision of the Services, and for all demands or claims with respect to any loss, liability, personal injury, death, property damage, or expense whatsoever occurring upon the Location or in connection with the Services. You are fully responsible for maintaining proper insurance at your reasonable discretion. You acknowledge and agree that TiffinLabs shall not provide you with any insurance or indemnification of any kind related to the Services. In the event the TiffinLabs Platform requires you to carry certain insurance, you shall promptly obtain the required insurance.

7. CONFIDENTIALITY

You acknowledge and agree that: (1) TiffinLabs owns all right, title, and interest in and to the Materials and the Brand, which consists of trade secrets and confidential and proprietary information and know-how that gives TiffinLabs and its affiliates a competitive advantage; (2) TiffinLabs and its affiliates have taken reasonable measures to protect the trade secrets and confidentiality of the proprietary information and know-how comprising the Materials and the Brand; (3) all material or other information now or hereafter provided or disclosed to you regarding the Materials, the Brand, or provision of the Services is disclosed in confidence; (4) you have no right to disclose any part of the Materials to anyone who is not your; (5) you shall disclose to your employees only those parts of the Materials that an employee needs to know; (6) you shall have a system in place to ensure its employees keep confidential TiffinLabs’s trade secrets and confidential and proprietary information with such obligations of confidentiality surviving the termination of employment; (7) you shall not acquire any interest in the Materials or the Brand; and (8) your use or duplication of the Materials, or any part of the Materials or Brand products in any other business would constitute an unfair method of competition, for which TiffinLabs shall be entitled to all legal and equitable remedies, including injunctive relief, without posting a bond. You shall not, at any time and for any reason, communicate or disclose any trade secrets or confidential or proprietary information or know-how to any unauthorized person, or do or perform, directly or indirectly, any other acts injurious or prejudicial to any part of the Materials or the Brand.

8. TERMINATION

Without cause

You may terminate the Agreement at any time for any cause or without cause upon two (2) months' prior written notice to TiffinLabs. If you terminate the Agreement prior to the expiration of the Initial Term, you shall pay an early termination fee of S$1,000 to TiffinLabs.

8.1 Remediable breachTiffinLabs may terminate the Agreement forthwith by notice in writing to you if you have failed to remedy any remediable breach within a period of thirty (30) days of the receipt of a notice in writing from TiffinLabs requiring you to do so. TiffinLabs may suspend sending Orders to you immediately in the event of any material breach of the Agreement by you.

8.2 Irremediable breach

TiffinLabs may terminate the Agreement forthwith by notice in writing to you if: (1) you commit any material breach of its obligations under the Agreement or this STC; (2) you are in persistent breach of its obligations under the Agreement or this STC; (3) you are wound-up or become insolvent or is deemed unable to pay its debts or is subject to any application or any procedure for winding up or corporate reorganisation, except for the purpose of and followed by a reconstruction, or amalgamation without insolvency where the resultant company is or agrees to be bound by the terms of the Agreement and this STC and is a company whose shares are owned by persons not in competition with TiffinLabs or you; (4) you enter into negotiations for an arrangement or composition with or for the benefit of its creditors; (5) a liquidator, receiver or manager is appointed in relation to your business or property or any part of it; (6) an administration order is made against you; (7) any part of your assets or business is lawfully seized as payment or security for payment; (8) any procedure of similar effect to any of the foregoing is commenced or any other event occurs that causes your dissolution; (9) any sum required under the terms of the Agreement is not paid or submitted at the latest within thirty (30) days following its due date; (10) any document is not submitted at the latest within thirty (30) days following its due date; (11) you fail to commence provision of the Services or you cease it or take any steps to cease it; (12) you challenge TiffinLabs' intellectual property rights; (13) you are convicted of an indictable criminal offence or one involving dishonesty; (14) you behave in an immoral manner or any other way that may damage TiffinLabs' reputation; (15) you take, withhold, misdirect or appropriate for your own use any funds withheld from its employees’ wages for any employees’ taxes, insurance or benefits, generally fail to deal fairly and honestly with its employees or clients or knowingly permit or, having discovered the facts, fails to take any action against or to discharge any agent or employee who has misappropriated any funds or property of any clients or TiffinLabs; or (16) you divulge confidential information to unauthorised third parties.

8.3 Changes in legislation etc

TiffinLabs may terminate the Agreement on thirty (30) days' notice given in writing to you if any change in legislation, regulations or administrative practice, or a decision by any competent court in its opinion adversely affects either TiffinLabs' right to receive payment of all or any fees or remuneration payable to TiffinLabs by whatever means, or the know-how or the methods of the business.

8.4 Other rights

The termination or expiry of the Agreement shall be without prejudice to any rights and obligations in respect of any period after such termination and shall also be without prejudice to the rights and obligations of either Party against the other in respect of any antecedent breach of any of the terms and conditions of the Agreement.

9. OBLIGATIONS ON TERMINATION

9.1

Upon termination of the Agreement for any reason or no reason:

(1) you shall immediately cease providing the Services, preparing Orders, and using the Materials;

(2) you shall promptly return to TiffinLabs all Materials (including copies or parts thereof) and Platform Equipment;

(3) you shall, within five (5) business days after termination of the Agreement or you have ceased to serve such Brand(s), return all equipment or equipment used for such Brand(s) and deliver such equipment to such location or such carrier (packed for shipping) as TiffinLabs shall specify and you agree that the equipment, when returned shall be in the same condition and appearance as when you received (except for reasonable wear and tear) and in good working order for the original intended purpose of the equipment;

(4) you shall not (a) operate or do business under any name or in any manner that might tend to give the public the impression that you are connected in any way with the Brand, TiffinLabs or its affiliates, or that you have any right to use the Materials or provide the Services, or (b) make use or avail itself of any of the materials or information furnished or disclosed by TiffinLabs or its affiliates under the Agreement or disclose or reveal any such materials or information or any portion thereof to anyone else, including the Materials;

(5) you shall cease using any Supplies that bear any logo, tradename, or slogan of TiffinLabs or the Brand; and

(6) you shall forthwith pay all sums and amounts due to TiffinLabs under the terms of the Agreement or otherwise. Such sums shall include and are not limited to all outstanding due and owing by you to TiffinLabs, all damages, costs and expenses including reasonable lawyers fee incurred by TiffinLabs as a result of your breach. In the event of any termination of the Agreement, regardless of cause or no cause, TiffinLabs shall have no obligation to purchase any excess or unused Supplies from you and you waive any and all claims against TiffinLabs for excess or unusable Supplies.

9.2 If, in the opinion of TiffinLabs, any item of equipment or the Platform Equipment fails to meet the standards set forth herein, you agree to pay on demand all costs and expenses incurred in connection with repairing such item of equipment and restoring it so as to meet such standards, assembling and delivering such item of equipment. If you fail to return any item of equipment or the Platform Equipment as required hereunder, you agree to pay on demand all costs and expenses incurred in connection with replacing the equipment.

10. COMPLIANCE WITH REGULATIONS

You shall comply with all applicable local and national laws, statutes and other regulations in particular those concerning food safety standards, fire regulations, health and safety of the working environment for employees, contractors and the public, relevant data protection legislation, consumer legislation and such related services as specified in the Materials from to time to time. TiffinLabs is not responsible, and shall not be held liable, for any non-compliance by you.

11. TAXES

Each Party is responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and payments under the Agreement.

11. INDEMNIFICATION

You shall indemnify, defend and hold harmless (to the fullest extent permitted by law) TiffinLabs and the TiffinLabs Platform, their affiliates, and their respective successors, assigns, past and present directors, stockholders, officers, employees, agents and representatives (collectively, "TiffinLabs Indemnitees") from and against any claims, liabilities, damages, costs and expenses (including reasonable attorney’s fees) incurred in connection with any action, suit, proceeding, claim, demand, investigation, inquiry (formal or informal), judgment or appeal thereof by or against any TiffinLabs Indemnitee or any settlement thereof (whether or not a formal proceeding or action had been instituted) to the extent arising out of, resulting from or connected with: (1) your activities under the Agreement, including but not limited to any breach, wilful misconduct, negligent acts, or omissions; (2) your operation of your business or any other business operating within the Location; or (3) your misuse of the Materials or Platform Equipment in violation of the Agreement or this STC.

13. MISCELLANEOUS.

13.1 No Agency Relationship

It is understood and agreed by the Parties that the Agreement creates only a contractual relationship between the Parties subject to normal rules of contract law. The Agreement and this STC do not create a fiduciary relationship between TiffinLabs and you, each of which shall remain an independent contractor with respect to the other. Nothing in the Agreement is intended to constitute any Party an agent, legal representative, parent, subsidiary, joint venturer, partner, franchisor, franchisee, employee, or servant of any other Party for any purpose whatsoever. The Parties shall not make any contract, agreement, warranty, or representation on behalf of the other, and neither Party shall at any time enter into, incur or hold itself out to third parties as having authority to enter into or incur, on behalf of the other Party, any commitment, expense, liability, debt or obligation whatsoever. Further, both Parties expressly agree that the Agreement does not constitute a franchise, agency, joint venture, amalgamation or partnership. Both Parties agree and stipulate that the Agreement is simply an agreement for TiffinLabs to engage and pay you to provide the Services. Nothing in the Agreement is intended, or shall be deemed, to constitute the offer or sale of a franchise or establish a franchise relationship between the Parties.

13.2 Notices

No notice, demand, request or other communication to the Parties shall be binding upon the Parties unless the notice is in writing, refers specifically to the Agreement and is addressed to each Party at the notice address set forth in the Agreement. Any Party may designate a new address for notices by giving written notice of the new address pursuant to this section. Notices shall be effective upon receipt (or first rejection) and may be: (1) delivered personally; (2) sent by electronic mail; (3) mailed by post, postage prepaid, certified mail, return receipt requested; or (3) mailed via overnight courier.

13.3 Assignment

TiffinLabs shall have the right to transfer and assign all of its rights and obligations under the Agreement to another person or legal entity; provided that, in connection with any such transfer, the transferee expressly assumes all of TiffinLabs’ rights and obligations under the Agreement. You shall not transfer or assign voluntarily or involuntarily, by operation of law or otherwise, any of its rights and obligations under the Agreement without TiffinLabs’ prior written approval.

13.4 Entire Agreement

You hereby acknowledge and agree that TiffinLabs has not and is not making any representation or warranty as to such matters or generally in connection with the sales volume, profitability, labour costs, general overheads or any other aspect of your business under the Agreement or the amount of TiffinLabs Delivery Service Fee you will earn or receive under the Agreement. You acknowledge that you have been advised by TiffinLabs to seek appropriate independent legal and financial advice based on the Agreement and upon the viability of your business. The decision to enter into the Agreement has been taken solely on the basis of your personal judgment and experience having taken such independent advice. Accordingly, you acknowledge that no representation, warranty, inducement or promise, express or implied, has been made by TiffinLabs or relied upon by you in entering into the Agreement. No obligations or duties that contradict or are inconsistent with the express terms of the Agreement or this STC may be implied into the Agreement or this STC. If any portion of the Agreement or this STC is determined to be invalid or unenforceable, that determination shall not impair the operation of, or have any other effect upon, any other portions of the Agreement or this STC, all of which shall remain binding on the Parties and continue to be given full force and effect.

13.5 No Third Parties

Except for TiffinLabs Indemnitees, any person who is not a Party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any terms of the Agreement or this STC.

13.6 Records and Audit Rights

You shall preserve all books, records, accounting records, and documents related to the Agreement, the Services, the Orders, and your restaurant operations (collectively, the "Records") for at least three (3) years, including after the termination of the Agreement. During such period of time, you shall make the Records available during normal business hours within two (2) business days of request and permit TiffinLabs, TiffinLabs’ authorized representatives or an independent auditor to inspect, review, copy, and/or audit the Records for any reason.

13.7 Waiver of Certain Damages and Rights

13.8 Reimbursement

If either Party brings an action to enforce the Agreement, the Party prevailing in the proceeding shall be entitled to reimbursement of reasonable costs and expenses, including, but not limited to, accountants’, attorneys’, attorneys’ assistants’ and expert witness fees, the cost of investigation and proof of facts, court costs, other litigation expenses, and travel and living expenses, whether incurred during, prior to, in preparation for, or in contemplation of the filing of, the proceeding. If TiffinLabs utilizes legal counsel (including in-house counsel employed by TiffinLabs) in connection with any failure by you to comply with the Agreement, you shall reimburse TiffinLabs for any of the above-listed costs and expenses incurred by TiffinLabs. In any judicial proceeding, the amount of these costs and expenses shall be determined by the court and not by a jury.

13.9 Anti-Bribery Representation

Each Party shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption.

13.10 Rights and Remedies Cumulative

No right or remedy conferred upon or reserved to TiffinLabs or you by the Agreement is intended to be, nor shall be deemed, exclusive of any other right or remedy herein or by law or equity provided or permitted, but each shall be cumulative of every other right or remedy.

13.11 Construction
Each provision of the Agreement and this STC is severable from the others. The Agreement and this STC shall be binding upon, and inure to the benefit of, each Party’s respective heirs, representatives, successors, and assigns. Each provision of the Agreement or this STC that expressly or by reasonable implication is to be performed, in whole or in part, after the expiration, termination, or transfer of the Agreement shall survive such expiration, termination, or transfer.

13.12 Force Majeure

Whenever a period of time is provided in the Agreement for either Party to do or perform any act or thing, except the payment of monies, neither Party shall be liable or responsible for any delays due to strikes, lockouts, casualties, acts of nature, war, terrorist acts, governmental regulation or control, pandemic, or other causes beyond the reasonable control of the Parties, and in any event said time period for the performance of an obligation hereunder shall be extended for the amount of time of the delay. This clause shall not apply to, and shall not result in an extension of, the Term.