19.1 Legally Binding Agreement. Before the performance of the Services commences, the parties will attempt to negotiate in good faith a services agreement (the “Services Agreement”) containing terms and conditions substantially equivalent to the General Terms and Conditions. If a Services Agreement is entered into between WSP and the Supplier, it shall constitute the sole legally binding agreement binding them with respect to the performance of the Services. If WSP and the Supplier do not enter into a Services Agreement, they agree to be bound by the General Terms and Conditions, which, in such an event, shall be the sole legally binding agreement binding them with respect to the performance of the Services.
19.2 Record Keeping. During the term and for a period of seven (7) years after, the Supplier shall keep complete and accurate records of, and supporting documentation for, the amounts billed to, payments made, out-of-pocket costs and expenses directly related to the Services. In any event Supplier shall provide WSP, at WSP’s request, with paper and electronic copies of documents and information reasonably necessary to verify Supplier’s compliance with this Agreement. WSP and its authorized agents and WSP’s representatives shall have access to such records for audit purposes during normal business hours and any relevant agreement for the period during which Supplier is required to maintain such records.
19.3 Business Ethics, Policies and Foreign Corrupt Practices. The Supplier acknowledges having received a copy of WSP Code of Conduct and related policies, which are available upon request or from WSP’s website at https://www.wsp.com/en-CA/who-we-are/corporate-responsibility/ethics-integrity (which may be updated from time to time at WSP’s discretion), and which shall form an integral part hereof as if recited herein at length (the “Code”). The Supplier undertakes to conduct itself, and will cause its employees(s), representative(s) and Affiliate(s) who will perform the Services set out in this Agreement, to conduct themselves, in all matters concerning the Project or Agreement or that may reasonably be perceived as concerning the Project or Agreement, in a manner consistent with the Code and not to do (or fail to do) anything that, if done (or failed to be done) by WSP’s employees, would constitute a breach of the Code. Any breach of this provision shall, in addition to any other rights or remedies, entitle WSP to terminate this Agreement and/or any other agreement or relationship it may have with the Supplier with cause and without notice or payment in lieu of notice.
19.4 Assignment. No party may assign the Agreement without the prior written consent of the other party, which consent may not be unreasonably withheld. Notwithstanding the foregoing, WSP may assign the Agreement, without the Supplier’s consent, to any of its Affiliates or to a third party that amalgamates with WSP or acquires all or substantially all of WSP’s assets. Subject to the foregoing, the Agreement shall be binding upon, and enure to the benefit of, the parties and their respective successors and, as regards WSP, its assigns.
19.5 Entire Agreement. Subject to the provisions of Subsection 19.1 hereof, this Agreement constitutes the entire agreement between the parties and hereby cancels and replaces all previous agreements between the parties in respect of the Services.
19.6 Changes. No Change made to the Agreement shall be binding upon WSP and the Supplier unless it is made in writing and executed by the authorized representatives of the parties.
19.7 No Waiver. Any failure by any party to demand compliance with any term, condition or directive or to exercise any right or privilege granted to it in the event of breach or default shall not constitute a waiver of such term, condition, right or privilege.
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