A Party a) is not an agent, partner, joint venturer or representative of the other Party, and must not hold itself out as such; and
b) must not make any promise, warranty or representation or execute any contract or otherwise deal on behalf of the other Party.
A Party processing Personal Data for the purposes of this Agreement shall maintain a record of its processing activities in accordance with Article 30 GDPR and shall make the record available to the other Party upon reasonable request.
A Party. (Innocent Party) may terminate this Agreement by notice in writing to the other Party if the other Party (Breaching Party) breaches this Agreement and either:
(a) the Breaching Party fails to remedy such breach within 14 days of receiving notice of such breach from the Innocent Party; or
(b) in the reasonable opinion of the Innocent party, the breach is incapable of remedy.
A Party submitting a bid under the provisions of this clause shall comply with all combines and anti-competition laws and shall make known to the person calling for or requesting the bids or tenders at or before their time when any bid or tender is made, the names of all Parties who have agreed to submit a bid or tender.
A Party. (“First Party”) may terminate this Agreement at any time and (except as otherwise stated) immediately upon giving written notice to the other Party if the other Party:
(a) breaches any substantive term of this Agreement and:
(i) (if the breach is capable of remedy) fails to remedy the breach within ten (10) Business Days after receiving notice from the First Party in writing specifying the breach and requiring it to remedy same; or
(ii) (if the breach cannot be remedied) fails to take steps to prevent the recurrence of the breach to the reasonable satisfaction of the First Party; or
(b) becomes insolvent as defined in section 95A(2) of the Corporations Xxx 0000 (Cth).
A Party. ("Receiving Party") shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other Party ("Disclosing Party"), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business, its products and services which the Receiving Party may obtain. The Receiving Party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Receiving Party's obligations under the Agreement, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a Party to the Agreement. The Receiving Party may also disclose such of the Disclosing Party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
A Party. (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents, affiliates or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents, affiliates or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Agreement, and shall ensure that such employees, agents, affiliates or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 13 shall survive termination of the Agreement for a period of five (5) years from the date of termination.
A Party. (i) allows the appointment of a receiver or trustee of all or any part of its property if such receiver or trustee is not discharged within sixty (60) Days after such appointment;
(ii) makes an assignment for the benefit of its creditors;
(iii) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy or similar law for the protection of creditors, or has such petition filed against it and such petition is not withdrawn or dismissed for sixty (60) Days after such filing;
(iv) becomes insolvent; or
(v) is unable to pay its debts when due.
A Party. In a negotiation or mediation held under this chapter, the disclosure of information by a Disputant is not a waiver of any privilege by that Disputant for purposes of any arbitration or legal proceedings.
A Party. Parties generating significant Foreground shall give written notice to the Center Manager upon creation of such Foreground. The Center Manager shall inform any Party (/Parties) that have an option to acquire the Foreground or which accrues an Access Right to the Foreground without undue delay, or, with regards to Access Rights - as soon as possible given consideration to an ongoing patenting process, however not later than 3 (three) months after the Foreground is created.
