Obligations of Receiving Party Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.
CONTRACTOR OBLIGATION Contractor shall identify and mark the precise portion(s) of the relevant page(s) of any records provided to Enterprise Services that Contractor believes are statutorily exempt from disclosure and identify the precise statutory basis for exemption from disclosure. In addition, if, in Contractor’s judgment, certain portions of such records are not statutorily exempt from disclosure but are sensitive because particular portions of Contractor’s records (NOT including pricing) include highly confidential, proprietary, or trade secret information (or the equivalent) that Contractor protects through the regular use of confidentiality or similar agreements and routine enforcements through court enforcement actions, Contractor shall identify and mark the precise portion(s) of the relevant page(s) of any records that include such sensitive information.
Obligations of Client 5.1 The Client will: (a) be responsible for safely delivering the Nominated Vessel to the Marine Hub slipway and receiving the Nominated Vessel from the slipway upon its return to the water, and will ensure that the Nominated Vessel is adequately crewed for such purposes; (b) ensure that the Operator is made fully aware of all features of the Nominated Vessel (including underwater or structural features) that may be relevant to the placement of strops and the operation of the Travel Lift, or the positioning and placement of any equipment used to stand the Nominated Vessel on the Hardstand. (c) provide the Operator with all other information required to ensure the Operator is able to safely and securely perform the Services having regard to (among other things) the specific nature and structure of the Nominated Vessel; (d) promptly respond to all requests for information made by the Operator in relation to the Services and the Contractor Works; (e) promptly comply with all requirements and directions of the Operator in relation to the provision of the Services and the performance of any Contractor Works; and (f) provide reasonable cooperation and access to the Nominated Vessel to enable the Operator to perform the Services and to verify the Client's (and any Contractor's) compliance with the terms of this Agreement. 5.2 The Client will not sell, transfer or otherwise dispose of (or permit the sale, transfer or disposal of) the Nominated Vessel during the Term without the prior written approval of the Operator, which shall not be unreasonably withheld delayed, provided that all Charges owed to the Operator are paid in full prior to the sale or transfer date and the new Owner undertakes to be bound by the terms of this Agreement or a new Agreement is put in place between the Operator and the new Owner. If the Nominated Vessel is sold, transferred or disposed of during the Term without the approval of the Operator, the Client shall remain liable for all Charges and this Agreement shall continue to apply unless and until all Charges owed to the Operator at the relevant time are paid in full and the new Owner undertakes to be bound by the terms of this Agreement or a new Agreement is put in place between the Operator and the new Owner. 5.3 The Client must (and must ensure that its Representatives and Contractors and its Representatives) strictly comply with the Marine Hub Rules and all other terms of this Agreement (and any amendment thereto). 5.4 The Client will not, and will procure that its Representatives and Contractors do not: (a) do or permit to be done anything that causes a nuisance or disturbance to the Operator or any other client of the Marine Hub; or (b) undertake any activity on or in relation to the Marine Hub that encroaches on, or adversely affects either the Operator, the Marine Hub, or any owner or occupier of land adjacent to, or nearby, the Marine Hub. 5.5 The Client shall comply with: (a) all applicable Laws; and (b) all relevant requirements of the Operator (including as specified in the Operator Information) in connection with the provision by the Operator of the Services and any Ancillary Services. (For the avoidance of doubt, the Operator may require the Client to pay the Ancillary Service Costs to the Operator.) 5.6 The Client warrants that any information it provides to the Operator in connection with this Agreement will be true, accurate and complete and acknowledges and agrees that all such information will be relied on by the Operator.
Obligations of the Client 5.3.1. The Client undertakes to comply with the French and foreign regulations applicable to it or those which are applicable to the Agreement. The Client acknowledges that: the provisions set out in the attachment (the “Attachment”) to the 2021 ISDA BRRD Article 55 Bail-In Amendment Agreement Principal version are incorporated into and form part of the Agreement. For the purposes of the Attachment, the Agreement shall be deemed to be a Covered Agreement and the Amendment Effective Date shall be the date of this Agreement. In the event of any inconsistencies between the other provisions of this Agreement and the Attachment, the Attachment will prevail. the terms of paragraph 2 of the ISDA BRRD II Omnibus Jurisdictional Module are incorporated into and form a part of this Agreement, and this Agreement shall be deemed a Covered Agreement for purposes thereof. For purposes of incorporating the ISDA BRRD II Omnibus Jurisdictional Module, the Bank shall be deemed to be a Regulated Entity, the Client shall be deemed to be a Module Adhering Party, and France shall be deemed to be a Covered Member State. In the event of any inconsistences between this Agreement and paragraph 2 of the ISDA BRRD II Omnibus Jurisdictional Module, the ISDA BRRD II Omnibus Jurisdictional Module will prevail. 5.3.2. The Client undertakes to indemnify the Bank at its first request for all expenses, charges and damages which the latter may bear directly or indirectly, as well as to assist it in the event of claims, legal proceedings or other implementation of its liability by a third party which would result from performance of the Agreement. 5.3.3. The Client also undertakes to only initiate transactions that are compliant with its corporate purpose and its status or nature. 5.3.4. In addition to its information obligations under the Agreement, the Client shall inform the Bank of: - any event affecting its capacity to act; - any change in its legal form; - any of its legal representatives ceasing to act in such capacity; - any event that could substantially affect its financial capacity; and - any event that could affect the regulatory treatment of any FX Transaction entered into pursuant to the Agreement. 5.3.5. The Client shall send the Bank all elements likely to report on its financial situation and, in particular, its corporate financial statements. The Client shall also promptly supply the Bank with any information and/or documentation that the Bank may request from time to time to enable it to comply with: (i) any legal and regulatory requirements which may apply to it or (ii) in the case of industry/market voluntary codes, any such codes with which the Bank chooses to comply. 5.3.6. The Client shall not be entitled to challenge any FX Transaction carried out at the initiative of one of its legal representatives whose termination or resignation has not been duly notified to the Bank. 5.3.7. The Client represents, warrants and undertakes to the Bank on the date that the Client enters into this Agreement and on each date that it places an Order or enter into an FX Transaction that: (a) The Client is entering into this Agreement and placing an Order or entering into an FX Transaction as principal; (b) In respect of Exchange Contract as Means of Payment and Flexible Delivery Exchange Contract as Means of Payment: the Client is not a financial counterparty within the meaning of Article 2(8) of Regulation (EU) No 648/2012 of the European Parliament and of the Council, the Client is entering into such FX Transaction as a mean of payment in order to facilitate payment for identifiable goods, services or direct investment, and the Client understands and acknowledges that such FX Transaction is not traded on a trading venue and will be physically settled;
EMPLOYER OBLIGATION The Supplier shall comply with the requirements of the Pensions Act 2008, section 258 of the Pensions Act 2004 and the Transfer of Employment (Pension Protection) Regulations 2005 for all transferring staff.
