FIFA - Decisiones estatuto del jugador - Braz FIFA - Decisiones estatuto del jugador - Marques 31032023

REF. FPSD-8650

Decision of the Players’ Status Chamber passed on 31 March 2023 regarding an employment-related dispute concerning the coach Eduardo Nuno Braz Marques

COMPOSITION:

Javier VIJANDE PENAS (Argentina), Chairperson Tomas GONZALES CUETO (Spain), Member Luis KANONNIKOFF (Paraguay), Member

CLAIMANT / COUNTER-RESPONDENT:

Eduardo Nuno Braz Marques, Portugal Represented by José Duarte Reis

RESPONDENT / COUNTER-CLAIMANT:

AEL Limassol, Cyprus Represented by Christoforos Florou pg. 2

REF. FPSD-8650

I. Facts of the case

1. On 1 July 2022, the Portuguese assistant coach, Eduardo Nuno Braz Marques (hereinafter: the Assistant Coach or the Claimant/Counter-Respondent), and the Cypriot club, AEL Limassol

(hereinafter: the club or the Respondent/Counter-Claimant) concluded an employment contract valid as from 1 July 2022 until 31 May 2024 (hereinafter: the Employment Contract).

2. Pursuant to clause 1.3 of the Employment Contract, the club undertook to pay the Assistant

Coach the following amounts: a. EUR 2,000 net from 31 August 2022 until 31 December 2022;

b. EUR 2,000 net from 31 January 2023 until 31 May 2023; c. EUR 2,100 net from 31 August 2023 until 31 December 2023; and d. EUR 2,100 net from 31 January 2023 until 31 May 2024.

3. Clause 2 of the Employment Contract read inter alia as follows: “Terms of Employment 2.1. The present Contract is regulated by the provisions of the Codified Employment Contract of Technical Staff Members, as these have been agreed between the Cyprus Football

Association (CFA) and the Cyprus Football Coaches Association (CYFCA) and as these provisions have been adopted in Annex II of the CFA Registration and Transfer of Players Regulations. 2.2. The terms of the Codified Employment Contract of Technical Staff Members constitute an integral part of the present Contract having full and direct implementation. 2.3. In case of conflict, the terms of the Codified Employment Contract of Technical Staff Members shall take precedence over the terms of the present Contract. 2.4. Both parties, the Assistant Coach and the club agree to the following: a) If the club terminates [the employment contract] in football Season 2022-2023, the club must pay to [the Assistant Coach] the total amount remaining of [the employment contract] for football season 2022-2023 as compensation. b) If the club terminates [the employment contract] in football Season 2023-2024, the club must pay to [the Assistant Coach] 3 month’s salary as compensation. c) If [the Assistant Coach] wants to terminate [the employment contract] in football Season 2022-2023, the Assistant Coach must pay to the club the total pg. 3 REF. FPSD-8650 amount remaining of [the employment contract] for football season 2022-2023 as compensation. d) If the Assistant Coach terminates [the employment contract] in football Season 2023-2024, [the Assistant Coach] must pay to the club 3 month’s salary as compensation. 2.5. This contract shall be considered terminated in case the employment contract between the club and the Head Coach Mr Rebelo Fernandes Jorge Manuel terminates whatever the reason is”.

4. As established in the abovementioned clause 2 of the Employment Contract, the parties also signed: a. a copy of the Codified Employment Contract of Technical Staff Members (hereinafter: the Standard Contract), including inter alia the following jurisdiction clause:

“13. Dispute Resolution

Any employment dispute between the club and the Technical Staff Member shall fall under the exclusive jurisdiction of the National Dispute Resolution Chamber of the CFA and shall be resolved according to the applicable regulations of the CFA”. b. a first annexe to the Standard Contract titled “Disciplinary Procedure and Penalties”, indicating inter alia the procedural rules for any investigation to take place. c. a second annexe to the Standard Contract by means of which the parties agreed to “delete and replace paragraph 13 of [the Standard Contract] and substitute for the following: “any dispute between the parties shall be referred to the FIFA Tribunal and resolved in accordance with FIFA Regulations”.

5. On 2 July 2022, the club, the Assistant Coach, and the company named AEL Podosfero Dimosia LTD (hereinafter: the Company) also concluded an Image Rights Contract

(hereinafter: the IR Agreement).

6. Pursuant to clause 3 of the IR Agreement, it would be automatically terminated (i) by mutual consent of the parties; or (ii) by termination of the Employment Contract.

7. Clause 6 of the IR Agreement reads as follows: “6. The parties agree that the present contract is an integral part of [the employment contract] signed between the parties and, in consequence: pg. 4

REF. FPSD-8650 a) The remuneration due to the [the Assistant Coach] under [the IR Agreement] shall be considered as salaries and his lack of payment will be considered just cause to terminate this contract and [the employment contract] in the exact terms provided for the non-payment of the salaries stipulated in [the employment contract]. b) The calculation of any compensation owed by the club to [the Assistant Coach] for breach of contract without just cause will include all the amounts due to [the Assistant Coach] under this contract”.

8. Clause 8 of the IR Agreement reads as follows: “8. Both parties accept and explicitly and unconditionally that their contractual relationship

that is governed by the present agreement and any difference that concerns this agreement will first be adjudicated by the Regulations of the CFA and/or UEGA and/or FIFA supplementary with the contract of employment that the parties have already sign”.

9. Furthermore, under the IR Agreement the parties established that the Assistant Coach would be entitled inter alia to the following amounts:

a. EUR 7,500 net payable in 10 monthly instalments of EUR 750 each between 31 August 2022 until 31 May 2023; and b. EUR 9,000 net payable in 10 instalments of EUR 900 each between 31 August 2023 until 31 May 2024; c. EUR 700 net “each month (11 x months) for each football seasons 2022-2023 and 20232024 for house and car”.

10. Finally, item 9 of the exhibit 1 of the IR Agreement read as follows: “both parties, coach and club, accept and agree that if the contract of Head Coach (REBELO FERNANDES JORGE MANUEL) terminates for any reason then the employment agreement of [the Assistant Coach] and the club terminates for the same reason”.

11. On 4 September 2022, the club’s team played against Enosis Neon Paralimni. After the match was finished, the Head Coach, Mr Jorge Manuel Rebelo Fernandes (hereinafter: the Head Coach), was involved in an altercation with a player from the other team (hereinafter: the Incident).

12. On 11 September 2022, the club wrote to the Assistant Coach and the other members of the coaching staff as follows: “We would like to inform you that we are granting you paid leave from work from today 10/09/2022 until 13/09/2022, since the temporary suspension of the head coach’s obligations pg. 5

REF. FPSD-8650 to the team while the investigation of the club takes place considering the commission of

disciplinary offence by the head coach in relation to incident took place on the 04/09/2022 at the game between the club and Enosis Neon Paralimni”.

13. On 17 September 2022 and following the conduction of disciplinary proceedings, the club notified the Head Coach its decision to terminate their employment relationship allegedly with just cause on the grounds of gross misconduct.

14. In parallel and also on 17 September 2022, the club made three public announcements via its official website by means of which, inter alia, it announced the dismissal of the Head Coach and introduced a new head coach. It made no reference to the Assistant Coach or additional coaching staff in this opportunity.

15. On 20 September 2022, the club wrote the following to the Assistant Coach and the other members of the coaching staff: “Hello guys Be at the training center at 17.30.

Best Regards”.

16. On 4 October 2022, the Assistant Coach sent the club a default notice by means of which he: (i) acknowledged the termination of the employment relationship with the Head Coach without just cause; (ii) considered that his Employment Contract was also terminated without just cause in line with its clause 2.5 as well as considering that he was prevented from rendering his services following the Head Coach’s dismissal; and (iii) requested payment of EUR 154,000 as outstanding remuneration and compensation for breach of contract.

17. On 14 December 2022, the Assistant Coach and his colleagues of the coaching staff signed written statement with the following content: “We José Pedro Alves Salazar, Rui Fernando Caldas Nunes, Eduardo Nuno Braz Marques and

Pedro Miguel Alves Morais state the following:

1. On 01.07.2022, each of us signed employment contracts with the club AEL Podosfero

Dimosia, Cyprus;

2. Under the terms of said contract and as members of the technical team lead by the Head Coach Mr Jorge Manuel Rabelo Fernandes, our contracts would be considered terminated if

the contract between the club and the head coach ended;

3. On 11.09.2022, we were informed by email that we were granted a leave from work until 13.09.2022 due to the suspension of the Head Coach; pg. 6

REF. FPSD-8650

4. On 17.09.2022 the Club fired the Head Coach and hired a new coach;

5. After the referred leave, the club ordered us to be at the club facilities at 5:30 pm of the training days;

6. When we arrived at the club facilities, we were forbidden to access the locker rooms and the equipment for training was not delivered to us;

7. We were also forbidden of having any contact with the players;

8. We were told that we should stay in a place far from the training field and from which we couldn’t even observe the team’s work.

9. That is, from 11.09.2022 to 03.10.2022, without any justification, we were prevented from performing the functions for which we had been hired;

10. This situation became unsustainable, not least because we started to be threatened by the club’s supporters and they didn’t pay us our salary;

11. For these reasons, on 04.10.2022 we sent a notification to the club terminating the contract with just cause since the head coach had been fired and we continue to be prevented to perform our functions”.

18. On 21 October 2022, the club replied to the termination letter issued by the Assistant Coach and highlighted that he did not have just cause to put an end in their contractual relationship. The club requested payment of compensation for breach of contract amounting to EUR 17,952 within 10 days.

19. The Assistant Coach informed that he remained unemployed following the termination of the employment relationship with the club.

II. Proceedings before FIFA

20. On 20 December 2022, the Assistant Coach filed the claim at hand before FIFA. A brief

summary of the position of the parties is detailed in continuation. a. Claim of the Assistant Coach

21. In his claim, the Assistant Coach referred to the Incident and the dismissal of the Head Coach as a consequence thereto. In doing so, the Assistant Coach recalled the wording of art. 2.5 of the Employment Contract / item 9 of the exhibit 1 of the IR Agreement, and claimed that, by terminating the contractual relationship with the Head Coach, the club pg. 7

REF. FPSD-8650 automatically terminated his employment. Furthermore, as such termination took place without just cause, the club shall also be liable for the consequences of its breach.

22. In addition to the above, the Assistant Coach also stressed that following the dismissal of the Head Coach, himself and the other colleagues from the coaching staff were also prevented by the club from performing their services – corroborating, in his view, that his employment relationship was also terminated as contractually agreed.

23. Provided that no just cause for the termination with the Head Coach (hence, with himself) existed, the Assistant Coach claimed to be entitled to his outstanding remuneration and compensation for breach of contract in line with art. 6 of Annexe 2 of the FIFA Regulations on the Status and Transfer of Players (RSTP). At this point, the Assistant Coach also referred to the jurisprudence of FIFA and the Court of Arbitration for Sport (CAS) to establish that the IR Agreement should be read an integral part of the Employment Contract, hence entertained together for the calculation of the club’s debt.

24. Based on the above, the Assistant Coach requested to be awarded the following amounts:

a. EUR 3,500 net as outstanding remuneration corresponding to the salary of September 2022 (EUR 2,000) plus the image rights for August and September (EUR 750 each); and b. EUR 54,000 net as compensation for breach of contract corresponding to the residual value of the Employment Contract (EUR 39,000) and the IR Agreement (EUR

15,000).

25. Furthermore, the Assistant Coach filed a generic request for “interest at a rate of 5%”.

b. Reply and counterclaim of the club

26. On 30 January 2023, the club filed its reply to the Assistant Coach’s claim and lodged a counterclaim against him.

27. According to the club, the employment relationships maintained with the Assistant Coach and the Head Coach were personal, independent and should be analysed on an individual basis. As such, it argued that clause 2.5 “is a not valid clause since it provides a unilateral right only to the one of the parties, i.e., only to the Claimant” – therefore, it should be disregarded.

28. In light of the above, the club stressed that it never terminated the Employment Contract with the Assistant Coach. On the contrary, the club argued that such contract was in fact terminated by the Assistant Coach via termination letter dated 4 October 2022, and without just cause. In this respect, the club outlined that the remainder of the coaching staff were never prevented from rendering services and no evidence was produced by the counterparty to this extent – not even a default letter. pg. 8

REF. FPSD-8650

29. Therefore, the club filed a counterclaim against the Assistant Coach, as follows: “Therefore, the FIFA DRC shall conclude that the Club is entitle to the amount of EUR 22,200

(i.e. EUR 16,000 as the remaining remuneration of [the Employment Contract] plus EUR 6,000 (EUR 750 x 8 months) the value of [the IR Agreement]) as compensation for the without just cause termination of the employment relationship between the parties by the respondent”.

30. Alternatively, the club stated as follows as to the outstanding owed to the Assistant Coach: “Overdue payables The overdue payments claim by the Claimant do not be calculated to the total amount of EUR 2750 since the outstanding amounts related to September 2022 is EUR 2000

([Employment Contract]) plus EUR 750 ([IR Agreement]) and therefore EUR 15,000”.

31. The requests for relief of the club were as follows: “On these grounds For all the above-mentioned reasons, you are kindly requested to reject the Claimant’s claim and; The Claimant respectfully requests that the FIFA Dispute Resolution Chamber hereby: a) Declare that the termination of [the employment contract] by the Claimant was without just cause. b) Award the Claimant compensation for breach of contract by the Respondent without just cause equal to the amount of EUR 22,200. c) Award the Claimant an interest rate on the above amounts equal to 5% p.a. from the 04/10/2022 d) Award any other or further remedy that the FIFA Dispute Resolution Chamber deem appropriate”.

c. Reply to the counterclaim of the Assistant Coach

32. On 23 February 2023, the Assistant Coach filed his reply to the counterclaim lodged by the club.

33. In this opportunity the Assistant Coach disputed the club’s argumentation as to the invalidity of clause 2.5 of the Employment Contract and insisted on the automatic pg. 9

REF. FPSD-8650 termination of his employment as a consequence of the end of the relationship with the Head Coach. He furthermore mentioned that such clause was not potestative.

34. Subsequently, the Assistant Coach reiterated his position as to the restriction to rendering his services following the Incident, as well as argued that the club bore the burden to proof that it intended to retain his services despite the contractual arrangement contrario sensu.

He also added that no default notice was sent before the termination letter due to the harassment of fans and emotional pressure.

35. In conclusion, the Assistant Coach recalled his requests for relief and claimed, in any event, that the counterclaim of the club should be rejected.

d. Dispute between the Head Coach and the club (FPSD-8634)

36. In parallel to these proceedings, on 20 December 2022, the Head Coach also lodged a claim against the club for breach of contract. The case was filed under ref. No. FPSD-8634.

37. On 28 February 2023, the FIFA Players’ Status Chamber (PSC) passed a decision in the abovementioned case and determined that the employment relationship between the Head Coach and the club was terminated by the club on 17 September 2022 without just cause. Consequently, the club was ordered to pay outstanding remuneration and compensation for breach of contract to the Head Coach.

III. Considerations of the Players’ Status Chamber

a. Competence and applicable legal framework

38. First of all, the Players’ Status Chamber (hereinafter also referred to as Chamber or PSC) analysed whether it was competent to deal with the case at hand. In this respect, it took note that the present matter was presented to FIFA on 20 December 2022 and submitted for decision on 31 March 2023. Taking into account the wording of art. 34 of the October 2022 edition of the Procedural Rules Governing the Football Tribunal (hereinafter: the Procedural Rules), the aforementioned edition of the Procedural Rules is applicable to the matter at hand.

39. Subsequently, the members of the Chamber referred to art. 2 par. 1 of the Procedural Rules and observed that in accordance with art. 23 par. 2 in combination with art. 22 par. 1 lit. c) of the FIFA RSTP (October 2022 edition), the Players’ Status Chamber is in principle competent to deal with the matter at stake, which concerns an employment-related dispute with an international dimension between a Portuguese coach and a Cypriot club. pg. 10

REF. FPSD-8650

40. At this point and the sake of completeness, the PSC acknowledged that the dispute at hand

pertains to both the Employment Contract and the IR Agreement. In this respect, the Chamber highlighted that it remained undisputed that the cited documents are closely connected and shall be read as a single document governing the relationship between the player and the club in line with the well-established jurisprudence of the Football Tribunal on the matter. Likewise, the PSC highlighted that no reference was made by any of the parties regarding the above and/or the multiple jurisdiction clauses included in the contracts, entailing that both parties accepted the jurisdiction of the Football Tribunal.

41. Consequently, the PSC confirmed that it has jurisdiction over both the claim of the Assistant Coach and the counterclaim of the club in line with art. 22, par. 1, lit. c) of the FIFA RSTP.

42. Subsequently, the Chamber analysed which regulations should be applicable as to the substance of the matter. In this respect, it confirmed that, in accordance with art. 26 par. 1 and 2 of the FIFA RSTP (October 2022 edition), and considering that the present claim was lodged on 20 December 2022, the cited edition of said regulations (hereinafter: the Regulations) is applicable to the matter at hand as to the substance.

b. Burden of proof

43. The Chamber recalled the basic principle of burden of proof, as stipulated in art. 13 par. 5 of the Procedural Rules, according to which a party claiming a right on the basis of an alleged fact shall carry the respective burden of proof. Likewise, the Chamber stressed the wording of art. 13 par. 4 of the Procedural Rules, pursuant to which it may consider evidence not filed by the parties, including without limitation the evidence generated by or within the Transfer Matching System (TMS).

c. Merits of the dispute

44. Its competence and the applicable regulations having been established, the Chamber entered into the merits of the dispute. In this respect, the Chamber started by acknowledging all the above-mentioned facts as well as the arguments and the

documentation on file. However, the Chamber emphasised that in the following considerations it will refer only to the facts, arguments and documentary evidence, which it considered pertinent for the assessment of the matter at hand.

1. Main legal discussion and considerations

45. The foregoing having been established, the Chamber moved to the substance of the matter, and took note of the fact it pertains to a claim for outstanding remuneration and compensation for breach of contract lodged by the Assistant Coach against the club, and a counterclaim opposing the same parties. pg. 11

REF. FPSD-8650

46. The Chamber acknowledged that, on the one hand, the Assistant Coach claims that his employment relationship with the club was contractually linked to the one maintained between the club and the Head Coach (cf. clause 2.5 of the Employment Contract). As such, he argues that by giving cause to the termination with the Head Coach, the club also gave cause to the termination of his own contract and shall be then liable to the consequences of the unlawful termination.

47. In contrast, the PSC was also observant that the club disputes the abovementioned allegations and, in particular, the connection between the employment relationships maintained between the club and the Assistant Coach, and the former and the Head Coach.

In this respect, it acknowledges the wording of clause 2.5 of the Employment Contract but argues that such construction is potestative and shall not be taken into account, hence that the termination in this case shall be deemed without just cause.

48. Against this background, the Chamber considered that the core issue of the dispute pertains to the assessment of when and by whom the employment relationship was terminated vis-à-vis the validity of its clause 2.5 in combination with item 9 of the exhibit 1 of the IR Agreement.

49. For ease of reference, the PSC recalled that such provisions read as follows:

Clause 2.5 of the Employment Contract:

“This Contract shall be considered terminated in case the Employment Contract between the Club and Head Coach Mr Rabelo Fernandes Jorge Manuel terminates whatever the reason is”. Item 9 of the exhibit 1 of the IR Agreement: “Both parties, coach and club, accept and agree that if the contract of Head Coach (REBELO FERNANDES JORGE MANUEL) terminates for any reason then the employment agreement of [the Assistant Coach] and the club terminates for the same reason”.

50. While considering the above as well as the parties’ submissions on the topic, it was clear and unequivocal to the Chamber that the employment relationship concluded with the Assistant Coach bore an umbilical connection with the one with the Head Coach, which was confirmed not once in the Employment Contract but twice in the IR Agreement. This is however, in the PSC’s opinion and as opposed to the club’s argumentation, without prejudice of the fact that such contracts were concluded on an individual basis such as required by the Regulations and the jurisprudence of the Players’ Status Chamber (cf. Art. 2 of Annexe 2 of the Regulations; and Commentary to the Regulations on the Status and Transfer of Players – p. 457). pg. 12

REF. FPSD-8650

51. Furthermore, the Chamber determined that the cited provisions are also clear to establish that the Assistant Coach’s contractual relationship would be terminated in case the Head Coach’s contract was ended, regardless of the reason. That is to say that the parties deliberately undertook to bind the duration of their employment relationship to the one of the Head Coach, entailing that the club – as the drafter of the contract and the strongest link of the chain – cannot now benefit from its own tort and allege that it was forced to agree upon such a contractual setup.

52. In other words, the Chamber was satisfied with the conclusion that, by terminating the employment contract with the Head Coach, the club should have already been aware that the same outcome would apply to the other members of the coaching staff. The PSC also

deemed that such constellation (i.e., hiring an entire team of coaches to jointly take over the training and coaching activities of a team) is not only common, but also a standard practice in the world of football, hence could not be considered potestative per se provided it followed, as it did in the matter at hand, the necessary requirements set by the Regulations. Likewise, the club did also fail to advance any proof that it was forced to accept such conditions and/or that the parties engaged in unfair negotiations (cf. art. 13, par. 5 of the Procedural Rules).

53. In light of the above, the PSC decided that the employment relationship between the Assistant Coach and the club was terminated by the latter on 17 September 2022, namely the same date when the employment relationship between the club and the Head Coach ended (cf. FPSD-8634), by force of clause 2.5 of the Employment Contract (which equally prompted the termination of the IR Agreement in line with its item 9 of the exhibit 1 as well as the fact that, as explained in the relevant section, the same was connected to the

Employment Contract).

54. Having established the above, the PSC then move to the issue of whether just cause existed to terminate the contract. In doing so, the Chamber note that there was no justification for the termination with the Assistant Coach, and that also the termination of the Head Coach’s contract took place without just cause. It followed, in the Chamber’s view, that the breach by the club in the case at hand should also be considered unlawful.

55. For the sake of completeness, the PSC was furthermore comforted with the abovementioned conclusion by noting that with the insertion of clause 2.5 in the Employment Contract, the parties to a good extent agreed that the contractual relationship between the Assistant Coach and the club would be accessory to that of the Head Coach.

In line with the legal principle that the accessory follows the principal (accessorium non ducit sed sequitur suum principale), the only outcome that could be reached was that the club

terminated the employment contract without just cause. The same reasoning applies mutatis mutandis to the IR Agreement, which is also accessory to the Employment Contract per the contractual constellation established by and between the parties. pg. 13

REF. FPSD-8650

56. In conclusion, the Chamber decided that (i) the claim of the Assistant Coach was partially accepted; (ii) the counterclaim of the club was rejected; and (iii) the club should be liable to the consequences that follow. ii. Consequences

57. Having stated the above, the members of the Chamber turned their attention to the question of the consequences of such unjustified breach of contract committed by the club.

58. As a departure point, the Chamber highlighted that the Assistant Coach acknowledged receipt since the beginning of the employment relationship with the club of his salary of August 2022. As such, he claimed that EUR 3,500 net remained outstanding, comprising of his salary of September 2022 (EUR 2,000), and the image rights fees for August and September 2022 (EUR 1,500 i.e., EUR 750 each).

59. The club, on the other hand, argued that it owed EUR 15,000 to the Assistant Coach (i.e., more than what was claimed) and failed to provide an accurate breakdown of such amount and/or any evidence capable of supporting its position.

60. Accordingly, the PSC deemed that it was for the club to prove its compliance with the financial duties, but it could not meet its burden of proof to this extent (cf. art. 13, par. 5 of the Procedural Rules). Consequently, the Chamber decided that the Assistant Coach was entitled to the outstanding remuneration sought, amounting to EUR 3,500 net.

61. In addition, taking into consideration the Assistant Coach’s generic request in combination with the principle of ne ultra petita, as well as the constant practice of the PSC in this regard, the latter decided to award the Assistant Coach interest at the rate of 5% p.a. on the

outstanding amounts as from 20 December 2022 until the date of effective payment.

62. In continuation, the Chamber moved on to the calculation of the amount of compensation payable to the Assistant Coach by the club in the case at stake. In doing so, the Chamber firstly recapitulated that, in accordance with art. 6 par. 1 of the Annexe 2 of the Regulations, the amount of compensation shall be calculated, in particular and unless otherwise provided for in the contract at the basis of the dispute, with due consideration for the law of the country concerned, the specificity of sport and further objective criteria, including in particular, the remuneration and other benefits due to the Assistant Coach under the existing contract and/or the new contract, the time remaining on the existing contract up to a maximum of five years, and depending on whether the contractual breach falls within the protected period.

63. In application of the relevant provision, the PSC held that it first of all had to clarify as to whether the pertinent employment contract contained a provision by means of which the parties had beforehand agreed upon an amount of compensation payable by the contractual parties in the event of breach of contract. In this regard, the Chamber recalled pg. 14

REF. FPSD-8650 clause 2.4 of the employment contract and deemed that it could be considered a compensation clause for the sake of the Regulations.

64. For ease of