Duty to Co-operate Sample Clauses

Duty to Co-operate. The Provider shall take all reasonable steps and co-operate fully with the Authority and any New Provider so that any continuation of the Service is achieved with the minimum of disruption. Upon the Termination Date and in the event that the Authority wishes to enter into another contract for the Service the Provider shall (and shall procure that its Sub-Contractors will) subject to the Authority complying with its obligations under the Data Protection Xxx 0000 and clause 9.5 (Confidentiality) comply with all reasonable requests of the Authority to provide information relating to the Provider’s costs of operating and maintaining the Services.

Duty to Co-operate. 2.1 The purpose of this memorandum of understanding is to highlight the role of DTC agencies. MAPPA is required to co-ordinate the involvement of different agencies in assessing and managing risk and to enable every agency, which has a legitimate interest, to contribute as fully as its existing statutory role and functions requires in a way that complements the work of other agencies. 2.2 There are a number of important features of the definition of the duty:- • It is a duty to co-operate in the establishment of arrangements to assess and manage the risks posed by the relevant offenders • It is a reciprocal duty (it requires the ‘Duty to Co-operate bodies’ to co-operate with the Responsible Authority and the Responsible Authority to co-operate with the Duty to Co-operate bodies) • It is a duty compatible with the other existing statutory functions of the Duty to Co-operate bodies; • Co-operation includes the exchange of information, and, • The nature of the duty to co-operate is to be set out in this memorandum drawn up together by the Duty to Co-operate bodies and the Responsible Authority in each area. 2.3 DTC Agencies will co-operate with MAPPA arrangements by; • Providing a single point of contact (SPOC) within each DTC Agency to the MAPPA Coordinator; • Attending and actively contributing to Risk Management meetings/Plans convened within MAPPA; • Providing advice about the assessment and management of particular cases; • Advising from each agency’s professional perspective on the broader issues which may affect the operation of the MAPPA more generally; and • Sharing information – again, about both particular offenders and about broader issues so as to enable the Responsible Authority and the ‘Duty to Co-operate’ bodies to work together effectively. 2.4 The principles underlying the MAPPA rely on a commitment from the agencies involved to:- • Work together to protect the public • Ensure defensible decision making at all times • Work in a joined up way where the responsibilities and work of one agency affects another • Share information in accordance with the law. • Commit to prioritising actions required when necessary • Seek consensual resolution of difficulties when they arise • Ensure anti-discriminatory practice in joined up working.

Duty to Co-operate. 9.1 Each Party shall, and shall procure that its Subsidiaries shall, to the extent permitted by law and in the context of this MCA: (a) provide all assistance reasonably requested by any other Party to defend or pursue any Litigation; (b) retain and preserve: (i) all Documents relating to a Business for a period as provided by the relevant applicable laws; and (ii) all Documents relating to Litigation of which it is or becomes aware for a period of seven (7) years from the later of: (A) the date of this MCA or (B) the date on which the specific Litigation is settled or a court passes final and binding judgment concerning the Litigation, or such longer period as can reasonably be demonstrated to be required by a Party for the purposes of Litigation; (c) allow any other Party, and its professional advisers and auditors, reasonable access to the Documents referred to in clause 9.l(b), including the right to take copies at the requesting Party’s expense, to the extent that they relate or may relate to any Litigation and the requesting Party has a reasonable interest in gaining access to such Documents; (d) allow any other Party, and its professional advisers and auditors, reasonable access to personnel with knowledge relating to the Documents referred to in clause 9.l(b) above or of any matter relating to the Litigation; (e) make available the personnel referred to in clause 9.l(d) above for the purpose of providing witness evidence; (f) at all times take all steps necessary to maintain any legal privilege that exists in relation to any Documents relevant to any Litigation of which they have been notified or any information received or obtained pursuant to this MCA. 9.2 The provisions of clause 9.1 constitute the minimum requirements for co-operation between the Parties and are without prejudice to any other, more onerous, obligations agreed to by any Party in other relevant agreements. 9.3 If, and to the extent, a Party, or any of its Subsidiaries, has a material conflicting interest, such Party may refuse to perform its obligations set out in clause 9.1. If the Litigation Conduct Party does not accept such non co-operation, the Disputing Parties shall immediately try to solve the matter in accordance with clause 19.

Duty to Co-operate. During the final six (6) Contract Months of the Contract Period (where this expires by effluxion of time) or during the period from Service of any Termination Notice until the Termination Date of this Contract, and in either case for a reasonable period thereafter, the Contractor shall co-operate fully with the transfer of responsibility for the Service (or any part of the Service) to the Authority or any New Contractor of such services the same or similar to the Service, and for the purposes of this Clause 80.5 the meaning of the term "co-operate" shall include: 80.5.1 liaising with the Authority and/or any New Contractor, and providing reasonable assistance and advice concerning the Service and their transfer to the Authority or to such New Contractor; 80.5.2 allowing any New Contractor access (at reasonable times and on reasonable notice) to the Facility but not so as to interfere with or impede the provision of the Service; 80.5.3 (without prejudice to the obligations of the Contractor pursuant to Clause 28 (Operating Manuals)) providing to the Authority and/or to any New Contractor all and any information concerning the Site(s), the Works and the Services which is reasonably required for the efficient transfer of responsibility for performance of the Project but, for the avoidance of doubt, information which is commercially sensitive to the Contractor or a Sub- Contractor shall not be provided (and for the purposes of this Clause 80.5 (Duty to Co-operate), commercially sensitive shall mean information which would if disclosed to a competitor of the Contractor or a Sub-Contractor give that competitor a competitive advantage over the Contractor or a Sub- Contractor and thereby prejudice the business of the Contractor or a Sub- Contractor but shall, to avoid doubt, not include any information referred to in paragraphs 1 and 2 of Schedule 20 (Employment and Pensions); and 80.5.4 transferring its rights, title and interest in and to the Assets (or such part of the Assets as may be required by the Authority) to the New Contractor with effect on and from the Termination Date or the Expiry Date.

Duty to Co-operate. The Provider shall co-operate fully with the transfer of responsibility for the Services (or any of the Services) to any Replacement Provider undertaking such service, the same or similar to the Services in accordance with clause 59.4: during the final six (6) months of the Agreement Period (where this expires under clause 54 (Expiry)) or during the period of any notice of termination of this Agreement and for a period of six (6) months thereafter. Such co-operation referred to in clause 59.3 shall include: liaising with the Commissioners and/or a Replacement Provider, and providing reasonable assistance and advice concerning the Services and their transfer to the Commissioners or to such Replacement Provider; subject to the provisions of clause 40 (Confidentiality), providing to the Commissioners and/or to a Replacement Provider all and any information concerning the Services which is required for the efficient transfer of responsibility for their performance; and using all reasonable endeavours to assign or otherwise transfer the benefit of any Sub-contract or other Agreement related to the performance of the Services, if so required by the Commissioners and so permitted by other Parties to the relevant Sub-contract or other Agreement. The Provider shall use all reasonable endeavours to facilitate the smooth transfer of responsibility for the Services to a Replacement Provider(s) or the Commissioners, as the case may be, and the Provider shall not act at any time during the duration of this Agreement or thereafter in a way calculated or intended, directly or indirectly, to prejudice or frustrate or make more difficult such transfer (but this clause shall not prevent the enforcement by the Provider of any of its rights under whether this Agreement or otherwise). In performing its obligations under the Agreement, the Provider shall: Comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Xxx 0000; Not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK; Include in Agreements with its direct Sub-contractor and suppliers provisions which are at least as onerous as those set out in this clause 60; Notify the Council as soon as it becomes aware of any actual or suspected slavery or human trafficking...

Duty to Co-operate. During the final twelve (12) months of the Contract Period or during the period of any notice of termination of this Contract (whether in whole or in part) and for a period of [six (6)] months thereafter, the Contractor shall co-operate fully with the transfer of responsibility for the Services (or any of the Services) to any new Contractor of such services the same or similar to the Services (“New Contractor”), and for the purposes of this clause 32 the meaning of the term “co-operate” shall not include any duty or obligation to disclose any information that is otherwise restricted hereunder but shall include:

Duty to Co-operate. During the final six (6) Months of the Contract Period (where this expires by effluxion of time) or during the period from Services of any termination notice until the Termination Date, and in either case for a reasonable period thereafter, the Contractor shall fully co-operate with the transfer of responsibility for the Services (or any part of the Services) to the Councils or any New Contractor of such services the same or similar to the Services, and for the purposes of this Clause 45.11 the meaning of the term co-operate shall include: 45.11.1 liaising with the Authority and/or any New Contractor, and providing reasonable assistance and advice concerning the Services and their transfer to the Authority or to such New Contractor; 45.11.2 allowing any New Contractor access (at reasonable times and on reasonable notice) to the Sites but not so as to interfere with or impede the provision of the Services; 45.11.3 providing to the Lead Authority and/or to any New Contractor all and any information concerning the Sites and the Services which is reasonably required for the efficient transfer of responsibility for performance of the Project but information which is commercially sensitive to the Contractor or a Sub-Contractor shall not be provided (and for the purposes of this Clause 45.11, commercially sensitive shall mean information which would if disclosed to a competitor of the Contractor or a Sub- Contractor give that competitor a competitive advantage over the Contractor or a Sub-Contractor and thereby prejudice the business of the Contractor or a Sub- Contractor but shall, to avoid doubt, not include any information referred to in Schedule 12 (Commercially Sensitive Information); and 45.11.4 transferring its rights, title and interest in such part of the Assets as may be required by the Lead Authority in accordance with Clause 45.8 to the New Contractor with effect on and from the Termination Date or the Expiry Date.

Duty to Co-operate. 7.1 The Councils shall use their best endeavours to ensure they co-operate fully with the other to ensure the effective discharge of the Shared Parking Services Arrangements. 7.2 The duty to co-operate shall include but is not limited to the following: 7.2.1 the preparation of reports on any aspect of its responsibilities (including those beyond the scope of this Agreement) where this is necessary to enable the Executive/s or the full Council/s to make a decision relating to the Arrangements; 7.2.2 each Council shall arrange for its officers to attend relevant Council meetings or such other meetings as are considered appropriate; 7.2.3 ensure the effective delivery of the Services as detailed in the Specification at Schedule 7. 7.2.4 to act in a spirit of goodwill and co-operation to resolve any disputes that may arise between the Councils or in relation to the operation of the Workforce Agreement (Schedule 6).

Duty to Co-operate. During the final twenty four (24) months of the Contract Period (where this expires by effluxion of time) or during the period of any Termination Notice of this Agreement or of any of the Services, and in either case for a period of 6 Months thereafter, the Contractor shall co-operate fully with the transfer of responsibility for the Services (or any of the Services) to any new Contractor of such services the same or similar to the Services (“New Contractor”), and for the purposes of this clause 33 the meaning of the term “co- operate” shall include:- 33.1.1 liaising with the Authority and/or any New Contractor, and providing reasonable assistance and advice concerning the Services and their transfer to the Authority or to such New Contractor, including assistance with the gathering of information for the Authority to procure the retendering of the contract; 33.1.2 allowing any such New Contractor access (at reasonable times and on reasonable notice) to the Waste Management Facilities but not so as to interfere with or impede the provision of the Services; and 33.1.3 (without prejudice to the obligations of the Contractor pursuant to clause 25) and subject to clause 49 (Freedom of Information and Confidentiality) providing to the Authority and/or to any New Contractor all and any information concerning the Waste Management Facilities and the Services which is required for the efficient transfer of responsibility for their performance.

Duty to Co-operate. Vendor, Purchaser and Company undertake to co-operate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of tax returns and any audit, litigation or other proceedings in order to safeguard their interests vis-a-vis third parties. In particular, Vendor will fully co-operate with the Company and its advisers with regard to the national transfers of the patent EP0490825 in Austria, Spain, the UK and Italy to the Company and with regard to the transfer and endorsement of share certificates No 1-6 of Landqart management and services (formerly "Portals-Sihl AG") to the Company.