Compliance; Cooperation. Both parties agree to reasonably cooperate and assist each other in relation to any regulatory inquiry, complaint or investigation concerning the Controller Personal Data shared between the parties.
Compliance; Cooperation. Sublicensee shall: (a) conduct, and shall cause its Affiliates and sublicensees to conduct, all Exploitation activities with respect to Licensed Compounds and Licensed Products in the Sublicensed Field in the Territory in compliance with all Applicable Laws and industry guidance; and (b) not employ or engage any Person who has been debarred or disqualified by any Regulatory Authority or, to its knowledge, is the subject of debarment or disqualification proceedings by any Regulatory Authority. Sublicensor shall maintain the global safety database pursuant to its own policy and as necessary to comply with Applicable Laws governing adverse experiences in the Territory. The Parties or their Affiliates shall enter into a pharmacovigilance agreement at such time and to the extent necessary, as mutually agreed between the Parties. In the event that Sublicensee or its Affiliates sublicense any of their respective rights under this Agreement to a Third Party for the development or commercialization of Licensed Products or Licensed Compounds in the Sublicensed Field, then, on either Party’s request, the Parties will discuss in good faith the allocation of operational responsibility for the management of the global safety database to ensure that such management is performed in an efficient and equitable manner (including a reasonable allocation of the costs thereof). Without limiting the foregoing, if requested by Sublicensor, Sublicensee will use reasonable efforts to cause its sublicensees to enter into a separate pharmacovigilance agreement directly with Sublicensor, which shall be on substantially the same terms as the pharmacovigilance agreement between Sublicensor and Sublicensee, absent substantial justification for material variation.
Compliance; Cooperation. (a) Executive agrees (for Executive and Executive’s representatives) to comply with all laws, rules and regulations that are now or may be in the future applicable to the operations of the Group Companies and the provision of his services as an employee of the Company during the Employment Period, and the Consulting Services during the Consulting Period, in the jurisdictions within which such services the Consulting Services are being performed. Executive agrees to comply with all policies of the Company that may, from time to time, be in effect, including, but not limited to, the Company’s Code of Business Conduct and Ethics, safety and drug, alcohol and prohibited substance policies. Upon Executive’s request, the Company agrees to provide copies of such policies to Executive, and to provide updates as required.
(b) Executive represents and warrants that:
(i) Executive is aware of, understands and has been counseled by legal counsel on the meaning of the U.S. Foreign Corrupt Practices Act, as amended from time to time (“FCPA”), as well as the Company’s Code of Business Conduct and Ethics. Executive is familiar with the FCPA’s prohibition of paying, offering, promising or giving anything of value, either directly or indirectly, by a U.S. company, U.S. person or any other person, the affairs of which or whom are directed by a U.S. company, to an official of a foreign government, political party, state-owned enterprise, or public international organization for the purpose of influencing an act or decision in his official capacity, or inducing him to use his influence with the foreign government, political party, state-owned enterprise, or public international organization, or to receive any improper advantage in order to assist a U.S. company in obtaining or retaining business for or with, or directing business to, any person. Executive hereby covenants and agrees that Executive will comply fully: (A) with the FCPA, regardless of U.S. jurisdiction over Executive’s activities; (B) with the Company’s Code of Business Conduct and Ethics; and (C) with all other anti-bribery and anti-corruption laws applicable to the provision of his services as an employee of the Company during the Employment Period, and the Consulting Services during the Consulting Period, all of which Executive is also familiar. Executive agrees that Executive’s employees, partners, agents, and consultants involved in any way in the Consulting Services will participate in annual anti-corruptio...
Compliance; Cooperation. Each Party acknowledges and agrees that it promotes compli- ance under the law and has established a culture that fosters the prevention, detection and resolution of instances of misconduct. In furtherance thereof, each Party and its employees and agents will cooperate with the other’s corporate compliance program during the term of this MMSA.
Compliance; Cooperation. We have the right to verify your compliance with this Agreement. If we seek to verify that compliance, you will provide information or other materials reasonably requested by us to assist in the verification. We monitor the overall performance and stability of the infrastructure of the Service. You may not block or interfere with that monitoring. If we reasonably believe a problem with the Service may be attributable to Your Content or your use of the Service, you will cooperate with us to identify the source of and resolve that problem. Third Party Content. As part of your use of the Service, you may receive access to third party content, which is subject to separate terms. If so, those separate terms will prevail over this Agreement as to your use of the third party content. Third party content is available "AS IS" without indemnification, support (unless otherwise noted in the third party terms and conditions), or warranty of any kind. You are responsible for reviewing, accepting, and complying with any third party terms of use or other restrictions applicable to the Third Party Content. Those terms will be available to you in the third party terms or through a notification within the Service. We reserve the right to suspend or terminate the third party content at any time. We will use commercially reasonable efforts to provide reasonable notice of that suspension or termination.
Compliance; Cooperation. In the event that a Party determines that a potential compliance matter exists and that such matter is likely to materially affect the compliance of the other Party to this Agreement, the Party discovering the information after such determination shall promptly contact the other potentially affected Party to fully advise it of the specific concerns raised and, unless prohibited by Law, share any related documentation. Client and Ensemble agree to cooperate fully with one another in the investigation and resolution of any compliance matter that may arise in connection with this Agreement. It is the Parties’ mutual intention that any investigations undertaken relating to activities that are within the scope of the Services will be undertaken jointly, diligently, and in a coordinated fashion, by the Parties’ respective corporate compliance officers or legal counsel, unless either Party has good cause to proceed with an independent investigation.
