CONFLICTS AND INTEGRITY Clause Samples

The "Conflicts and Integrity" clause establishes rules to address situations where there may be inconsistencies or conflicts between the contract and other documents, or where ethical standards and integrity are at stake. Typically, this clause specifies which document prevails if there is a contradiction, and may require parties to disclose any potential conflicts of interest or unethical behavior. Its core function is to ensure that the contract remains the authoritative source for obligations and conduct, thereby preventing misunderstandings and promoting transparency and ethical compliance.
CONFLICTS AND INTEGRITY. 4.1 The Participants must not during the Term: (a) engage in or contract with an entity that is engaged in: (i) tobacco, cigarette or e-cigarette production, marketing, sales, research or promotion in Australia; or (ii) the production of alcoholic drinks, or which receives the majority of its revenue from alcohol sales, (each a Restricted Business), without the prior knowledge and permission of Cancer Council Victoria, and the Administering Organisation must inform Cancer Council Victoria in writing if one of its affiliated companies provides services to a Restricted Business. For the purpose of this clause 5.1(a), the Parties acknowledge that ‘research’ refers to any research activity which promotes or encourages tobacco or cigarette production or smoking in Australia; or (b) engage in any fraudulent behaviour; or (c) engage in any behaviour that would give rise to, or is likely to give rise to, a conflict of interest in connection with this Agreement or the Research Activity. For the purpose of this clause 4.1(c), and or the avoidance of doubt: (i) the Administering Organisation must immediately notify Cancer Council ▇▇▇▇▇▇▇▇ in writing of any actual, potential or perceived conflict of interest; and (ii) if, in the reasonable opinion of Cancer Council Victoria, such conflict of interest is unable to be rectified, Cancer Council ▇▇▇▇▇▇▇▇ ▇▇▇ immediately terminate the Agreement without any liability to the Administering Organisation. 4.2 If, at any stage during the Term, the Administering Organisation becomes aware that any Participant is applying for, or receiving, funding or other assistance or benefit from a Restricted Business, the Administering Organisation must immediately notify Cancer Council Victoria. 4.3 If Cancer Council Victoria receives notification under clause 4.1 or otherwise becomes aware of any Participant applying for, or receiving, funding or other assistance or benefit from a Restricted Business, Cancer Council Victoria reserves the right to withdraw all Funding under this Agreement without further notice and to terminate this Agreement in accordance with clause 18.2. (a)
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CONFLICTS AND INTEGRITY. 6.1 The Recipient must not and must ensure that its Students do not, during the Term: (a) engage in or contract with any entity that is engaged in tobacco or cigarette production, marketing, sales, research or promotion in Australia without the prior knowledge and permission of Cancer Council Victoria and the Recipient must inform Cancer Council Victoria in writing if one of its affiliated companies provides services to a tobacco business. For the purpose of this clause 6.1(a), the Parties acknowledge that ‘research’ refers to any research which promotes or encourages tobacco or cigarette production or smoking in Australia; or (b) engage in any fraudulent behaviour; or (c) engage in any behaviour that would give rise to, or is likely to give rise to, a conflict of interest in connection with this Agreement or the Data. For the purpose of clause 6.1(c) and for the avoidance of doubt: (i) the Recipient must immediately notify Cancer Council ▇▇▇▇▇▇▇▇ in writing of any actual, potential or perceived conflict of interest; and (ii) if, in the reasonable opinion of Cancer Council Victoria, such conflict of interest is unable to be rectified, Cancer Council ▇▇▇▇▇▇▇▇ ▇▇▇ immediately terminate the Agreement without any liability to the Recipient.
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CONFLICTS AND INTEGRITY. 1The Participants must not during the Term,
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CONFLICTS AND INTEGRITY. The Participants must not during the Term, engage in or contract with any entity that is engaged in: tobacco or cigarette production, marketing, sales, research or promotion in Australia; or the production of alcoholic drinks, or which receives the majority of its revenue from alcohol sales, (each a Restricted Business),without the prior knowledge and permission of Cancer Council ▇▇▇▇▇▇▇▇ and the Administering Organisation must inform Cancer Council Victoria in writing if one of its affiliated companies provides services to a Restricted Business. For the purpose of this clause 4.1(a), the Parties acknowledge that ‘research’ refers to any research which promotes or encourages tobacco or cigarette production or smoking in Australia; or engage in any fraudulent behaviour; or engage in any behaviour that would give rise to, or is likely to give rise to, a conflict of interest in connection with this Agreement or the Research Activity. For the purpose of this clause 4.1(c) and for the avoidance of doubt: the Administering Organisation must immediately notify Cancer Council ▇▇▇▇▇▇▇▇ in writing of any actual, potential or perceived conflict of interest; and If, in the reasonable opinion of Cancer Council Victoria, such conflict of interest is unable to be rectified, Cancer Council ▇▇▇▇▇▇▇▇ ▇▇▇ immediately terminate the Agreement without any liability to the Administering Organisation. If, at any stage during the Term, the Administering Organisation becomes aware that any Participant is applying for, or receiving, funding or other assistance or benefit from a Restricted Business, the Administering Organisation must immediately notify Cancer Council Victoria. If Cancer Council Victoria receives notification under clause 4.1, 4.2 or otherwise becomes aware of any Participant applying for, or receiving, funding or other assistance or benefit from a Restricted Business, Cancer Council Victoria reserves the right to withdraw all Funding under this Agreement without further notice and to terminate this Agreement in accordance with clause 19.2.
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Related to CONFLICTS AND INTEGRITY

  • Conflicts and Interpretation In the event of any conflict between this Agreement and the Plan, the Plan shall control. In the event of any ambiguity in this Agreement, any term which is not defined in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (a) interpret the Plan, (b) prescribe, amend and rescind rules and regulations relating to the Plan, and (c) make all other determinations deemed necessary or advisable for the administration of the Plan.

  • Conflicts and Privilege (a) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Group, on the other hand, any legal counsel, including Ropes & Gray LLP (“R&G”), that represented OmniLit and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLit, the Sponsor and/or any other member of the OmniLit Group, on the one hand, and R&G, on the other hand (the “R&G Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication. (b) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Company Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the OmniLit Group, on the other hand, any legal counsel, including W▇▇▇▇ O▇▇▇▇▇ ▇▇▇▇▇▇ LLP (“O▇▇▇▇▇”) that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and O▇▇▇▇▇, on the other hand (the “O▇▇▇▇▇ Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by OmniLit prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the O▇▇▇▇▇ Privileged Communications, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the O▇▇▇▇▇ Privileged Communications, by virtue of the Mergers.

  • Conflicts and Pending Action There is no agreement to which Purchaser is a party or to Purchaser’s knowledge binding on Purchaser which is in conflict with this Agreement. There is no action or proceeding pending or, to Purchaser’s knowledge, threatened against Purchaser which challenges or impairs Purchaser’s ability to execute or perform its obligations under this Agreement.

  • Conflicts of Interests 4.8.1 We are required to have arrangements in place to manage conflicts of interest between us and our clients and between different clients. We operate in accordance with a conflicts of interest policy we have put in place for this purpose (which may be revised or updated from time to time) pursuant to Applicable Regulations in which we have identified those situations in which there may be a conflict of interest, and in each case, the steps we have taken to manage that conflict. 4.8.2 We shall not be obliged to disclose to you or take into consideration any fact, matter or finding which might involve a breach of duty or confidence to any other person, or which comes to the notice of any of our directors, officers, employees or agents but does not come to the actual notice of the individual or individuals dealing with you. 4.8.3 The relationship between you and us is as described in this Client Agreement. Neither that relationship, nor the services we provide nor any other matter, will give rise to any fiduciary or equitable duties on our part or on the part of any of our affiliates. As a result, we or any of our affiliates involved in doing business with or for you may act as execution-only brokers and we or any of our affiliates may do business with other clients and other investors whether for our own or such affiliate’s own account. 4.8.4 You accept that we and our Affiliates may either: 4.8.4.1 have interests which conflict with your interest’s, or 4.8.4.2 owe duties which conflict with duties which would otherwise be owed to you, and in either case; or 4.8.4.3 you consent to our acting in any manner which we consider appropriate in such cases subject to Applicable Regulations.

  • Conflicts with Laws This Agreement shall be deemed severable; the invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of the balance of this Agreement or of any other term hereof, which shall remain in full force and effect. If any of the provisions hereof are determined to be invalid or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible. ICANN and the Working Group will mutually cooperate to develop an ICANN procedure for ICANN’s review and consideration of alleged conflicts between applicable laws and non-WHOIS related provisions of this Agreement. Until such procedure is developed and implemented by ICANN, ICANN will review and consider alleged conflicts between applicable laws and non-WHOIS related provisions of this Agreement in a manner similar to ICANN’s Procedure For Handling WHOIS Conflicts with Privacy Law. Court Orders. ICANN will respect any order from a court of competent jurisdiction, including any orders from any jurisdiction where the consent or non-objection of the government was a requirement for the delegation of the TLD. Notwithstanding any other provision of this Agreement, ICANN’s implementation of any such order will not be a breach of this Agreement Subject to Section 7.15(c), during the Term and for a period of three (3) years thereafter, each party shall, and shall cause its and its Affiliates’ officers, directors, employees and agents to, keep confidential and not publish or otherwise disclose to any third party, directly or indirectly, any information that is, and the disclosing party has marked as, or has otherwise designated in writing to the receiving party as, “confidential trade secret,” “confidential commercial information” or “confidential financial information” (collectively, “Confidential Information”), except to the extent such disclosure is permitted by the terms of this Agreement. The confidentiality obligations under Section 7.15(a) shall not apply to any Confidential Information that (i) is or hereafter becomes part of the public domain by public use, publication, general knowledge or the like through no fault of the receiving party in breach of this Agreement, (ii) can be demonstrated by documentation or other competent proof to have been in the receiving party’s possession prior to disclosure by the disclosing party without any obligation of confidentiality with respect to such information, (iii) is subsequently received by the receiving party from a third party who is not bound by any obligation of confidentiality with respect to such information, (iv) has been published by a third party or otherwise enters the public domain through no fault of the receiving party, or (v) can be demonstrated by documentation or other competent evidence to have been independently developed by or for the receiving party without reference to the disclosing party’s Confidential Information. Each party shall have the right to disclose Confidential Information to the extent that such disclosure is (i) made in response to a valid order of a court of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by applicable law; provided, however, that the receiving party shall first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment order requiring that the Confidential Information that is the subject of such order or other applicable law be held in confidence by such court or other third party recipient, unless the receiving party is not permitted to provide such notice under such order or applicable law, or (ii) made by the receiving party or any of its Affiliates to its or their attorneys, auditors, advisors, consultants, contractors or other third parties for use by such person or entity as may be necessary or useful in connection with the performance of the activities under this Agreement, provided that such third party is bound by confidentiality obligations at least as stringent as those set forth herein, either by written agreement or through professional responsibility standards.