Template:IETA Master Agreement 3

3 Confirmation Procedure
3.1 Agreement of a Transaction. The Parties intend that they shall be legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise).
3.2 Exchange of Confirmations.

3.2(a) Unless otherwise agreed, the Delivering Party (or in the context of an Option Transaction, the Seller) (hereafter in this Clause referred to as “X”) shall send to the Receiving Party (or in the context of an Option Transaction, the Buyer) (hereafter in this Clause referred to as “Y”) by facsimile (or such other means, if any, as specified in any Confirmation materially in the forms set out in the Schedules, or in a form otherwise agreed between the Parties, recording the details of the Transaction within three (3) Banking Days of a Transaction having been entered into.

3.2(b) If Y is satisfied that the Confirmation accurately reflects the terms of the Transaction, Y shall countersign and return the Confirmation to X by facsimile (or such other means, if any, specified in Schedule 2 (‘‘Elections’’)) within three (3) Banking Days of receipt of the Confirmation from X.

3.2(c) If Y is not satisfied that the Confirmation accurately reflects the terms of the Transaction, Y shall inform X of any inaccuracies within three (3) Banking Days of receipt of the Confirmation. If X agrees that the Confirmation is inaccurate, X shall issue a new Confirmation, and the provisions of Clauses 3.2(a) and 3.2(b) will apply with all necessary changes.

3.2(d) If Y has not received a Confirmation from X within three (3) Banking Days of a Transaction having been entered into, Y shall send to X a Confirmation. Clauses 3.2(b) and 3.2(c) shall apply in relation to any such Confirmation by replacing all references to “Buyer” with “Seller” and all references to “Seller” with “Buyer”.

3.2(e) Failure by either Party to send or return a Confirmation does not (i) affect the validity or enforceability of any Transaction, or (ii) constitute a material breach of this Agreement under Clause 14.2(c) (Material Obligations).

3.3 Evidence of a Transaction. The Parties consent to the recording of all telephone conversations between the Parties relating in whole or part to this Agreement. Each Party agrees to notify its employees of that consent and obtain their consent to that recording if required by law. Any resulting recordings and other evidence may be introduced to prove a Transaction between the Parties and to establish any matters pertinent to a Transaction. The priority of evidence of the terms of a Transaction contained in recordings made under this Clause 3.3 is as specified in Schedule 2 (Elections).