Remaining Terms The rest and remaining terms of the Redevelopment Agreement are hereby incorporated into this Memorandum as if they were set forth in full. A full and correct copy of the Redevelopment Agreement may be inspected at the office of the City Clerk of Lincoln, Nebraska.
Controlling Terms In the event of any conflict or inconsistency between the terms of this Section 5 and the terms of the Escrow Agreement, the terms of the Escrow Agreement shall govern.
Shipping Terms All deliveries will be F.O.B. destination, freight pre-paid, with all transportation and handling charges paid by the Contractor.
Governing Terms Section 2.2 is amended by deleting the last sentence of the section and replacing it with the following: “Any inconsistency between any terms of this Master Agreement and any terms of the Confirmation Agreement or terms of the Collateral Annex, as may be modified in this Confirmation Agreement, shall be resolved in favor of the terms of this Confirmation Agreement or such Collateral Annex.”.
Surviving Terms The provisions set forth in the following sections, and any other rights or obligations of the parties in this Agreement that, by their nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement (including, without limitation, Section 9 (Confidentiality), Section 8 (Fees; Payment Terms), Section 10 (Term and Termination), Section 12 (Indemnification), Section 13 (Limitations of Liability) and Section 15 (Miscellaneous)).
DATA PROCESSING TERMS For the purposes of the Data Protection Legislation, the Sponsor is the Controller, the Participating Site is the Sponsor's Processor and the PIC is the Sub-Processor of the Participating Site in relation to all Processing of Personal Data that is Processed for the purpose of this Study and for any future research use under the Controllership of the Sponsor, that would not have taken place but for this Agreement regardless where that Processing takes place. The Parties acknowledge that whereas the Sponsor is the Controller in accordance with Clause 3.2, the PIC is the Controller of the Personal Data collected for the purpose of providing clinical care to the Participants. This Personal Data may be the same Personal Data, collected transparently and processed for research and for care purposes under the separate Controllerships of the Sponsor and PIC. Where the PIC is the Participating Site's Sub-Processor and thus where the Processing is undertaken by the PIC for the purposes of the Study, Clauses 3.5 to 3.9 below will apply. For the avoidance of doubt, such Clauses do not apply where the PIC is Processing the Participant Personal Data as a Controller. The PIC agrees only to Process Personal Data for and on behalf of the Participating Site in accordance with the instructions of the Participating Site or Sponsor and for the purpose of the Study and to ensure the Sponsor’s and Participating Site’s compliance with the Data Protection Legislation; The PIC agrees to comply with the obligations applicable to Processors described by Article 28 GDPR including, but not limited to, the following: to implement and maintain appropriate technical and organisational security measures sufficient to comply at least with the obligations imposed on the Controller by Article 28(1); to not engage another Processor without the prior written authorisation of the Sponsor (Article 28(2)); to Process the Personal Data only on documented instructions from the Participating Site or Sponsor unless required to do otherwise by legislation, in which case the PIC shall notify the Participating Site before Processing, or as soon as possible after Processing if legislation requires that the Processing occurs immediately, unless legislation prohibits such notification on important grounds of public interest (Article 28(3a)).; to ensure that personnel authorised to Process Personal Data are under confidentiality obligations (Article 28(3b)); to take all measures required by Article 32 GDPR in relation to the security of processing (Article 28(3c)); to respect the conditions described in Article 28(2) and (4) for engaging another Processor (Article 28(3d)); to, taking into account the nature of the Processing, assist the Participating Site and/or the Sponsor, by appropriate technical and organisational measures, insofar as this is possible, to respond to requests for exercising Data Subjects’ rights (Article 28(3e)); to assist the Controller, to ensure compliance with the obligations pursuant to Articles 32 to 36 GDPR taking into account the nature of the Processing and the information available to the PIC (Article 28(3f)); to, at the choice of the Sponsor, destroy or return all Personal Data to the Sponsor at the expiry or early termination of the Agreement, unless storage is legally required (Article 28(3g)) or where that Personal Data is held by the PIC as Controller for the purpose of clinical care or other legal purposes; and
Accounting Terms (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.
Binding Terms This Agreement and the rates, terms and conditions herein shall remain in effect for the entire term hereof and each Party agrees not to seek any change to such rates, terms and conditions pursuant to the FPA, if the FPA is deemed to have jurisdiction over this Agreement, including on the grounds that they are not just and reasonable.
DELIVERIES AND SHIPPING TERMS The Contractor agrees to make deliveries only upon receipt of authorized Customer Purchase Order acknowledged by H-GAC. Delivery made without such Purchase Order will be at Contractor’s risk and will leave H-GAC the option of canceling any contract awarded to the Contractor. The Contractor must secure and deliver any item within five (5) working days, or as agreed to on any corresponding customer Purchase Order.
CONFLICTING TERMS In the event of a conflict between the terms of the contract (including any and all attachments thereto and amendments thereof) and the terms of this Appendix A, the terms of this Appendix A shall control.
