Common use of Obligations of the University Clause in Contracts

Obligations of the University. 2.1 The University agrees to place the Student to perform the Research, and such other work as shall be reasonably requested by NNL from time to time, with due skill and care. The Research shall be carried out at the University premises (“University Premises”) or such other place as NNL may reasonably direct from time to time. The University shall provide all laboratories, computers and such other equipment required to perform v110219 Page 4 of 19 the Research where the Student is on University Premises but NNL shall provide the same if the Student is working at NNL’s Premises, such arrangements shall be subject to the terms of any Site Approval. 2.2 The University shall provide details to NNL of all its representatives who will work with or support the Student to perform the Research or who will have access to any NNL Intellectual Property for NNL to approve. Upon NNL providing the University with such approval, the University shall appoint: 2.2.1 the Student, who shall undertake the Research as set out in Appendix 1; and 2.2.2 the University Supervisor, who shall be stationed at the University and who shall be responsible for supervising the performance of the University’s obligations pursuant to this Agreement. The personal details of the University Representative are set out in Appendix 2, together the “University Representatives”. For the avoidance of doubt, if NNL shall not provide such approval, the Parties will meet to discuss a proposal to identify a different student or supervisor. 2.3 The University shall ensure that the University Representatives are suitable and willing to carry out the obligations as set out in Appendix 1 and shall ensure that the University Representatives perform their obligations with all due care and diligence, in a professional and ethical manner and in accordance with any guidelines notified by NNL to the University. 2.4 The University shall inform NNL immediately in writing in the event that (i) the Student ceases to be enrolled by the University; (ii) the Student ceases their studies or work on the Project for a period of two (2) months or longer or (iii) the University Supervisor ceases to be employed or engaged by the University, and use its best endeavours to seek replacement(s). The University shall forward the details of any potential replacement(s) to NNL, but shall not permit anyone to replace or act as the University Representatives unless NNL has previously agreed to the appointment in writing. 2.5 Without the prior written consent of NNL in each particular case the University shall not use any person or other third party to perform any part of the Research who is not expressly documented as a University Representative. 2.6 The University shall provide such information as NNL may reasonably require from time to time in connection with the University Representatives (and persons proposed as University Representatives) including details of their qualifications and experience. If the University intends to withdraw any University Representatives from providing the Research to NNL it must provide NNL with no less than four (4) weeks’ notice in writing and obtain NNL’s prior written consent (such consent not to be unreasonably withheld or delayed), including such consent as to the suitability and adequacy of a replacement who must have a level of skills and experience comparable to that of the University Representatives being withdrawn. 2.7 In the event that a University Representative has to be replaced due to illness, death or leaving the employment of the University, the University must give such notice to NNL as is reasonably practicable in the circumstances; in the case of a University Representative leaving the employment or enrolment of the University, the University shall give notice to NNL as soon as it is aware of his or her proposed departure. 2.8 NNL shall have the right to require the removal of such person whose performance or conduct is unsatisfactory and their replacement by another person possessing the required qualifications and experience. 2.9 No change of any University Representative shall result, directly or indirectly, in NNL being liable for any additional cost or expense whatsoever. 2.10 If applicable, University Representatives will be required to have the necessary security clearance as notified by NNL to the University from time to time. 2.11 All University staff, including University Representatives engaged by the University to provide the Research shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force from time to time for the conduct of NNL’s own staff. 2.12 The University shall provide and shall procure that the University Representatives shall provide NNL with regular progress reports on the Research as required by NNL and a final report (“Thesis”) at the end of the Research. 2.13 The University shall provide to NNL a monthly written progress report unless otherwise agreed in writing by the Parties in such form and addressing such issues as NNL may reasonably require, but which in any case shall detail progress in performance of the Research since the last such report. 2.14 The University shall invoice NNL in accordance with the Payment Profile in Appendix 3. Invoices should be rendered to Accounts Payable, 0xx Xxxxx Xxxxxxxx Xxxxx, Warrington Road, Birchwood Park, Warrington, Cheshire WA3 6AE quoting this Agreement number. Invoices will be paid thirty (30) days from the end of the month in which any invoice is dated. 2.15 The University shall maintain full, true and accurate sets of accounts and records in connection with the Research and all transactions related to them in accordance with generally accepted accounting principles in the United Kingdom. All such accounts and records shall be retained by the University for a period of not less than six (6) years after the completion or termination of this Agreement. 2.16 The University shall permit NNL reasonable access at all times to the University’s Premises at which any part of the Research are being performed for the purposes of inspecting, monitoring and/or auditing the University’s performance of this Agreement including, without limitation, compliance with the quality, safety and environmental requirements of this Agreement. 2.17 The University shall and shall procure that the University Representatives shall abide by: 2.17.1 the terms of employment or engagement and any handbook and policies relating to (by way of illustration only and without limitation) performance, annual, sick or other leave and disciplinary procedures in respect of the University Supervisor; 2.17.2 the terms of admission and enrolment and any handbook and policies relating to (by way of illustration only and without limitation) performance, attendance and disciplinary procedures in respect of the Student; 2.17.3 the University’s good research practice guidelines and any other relevant University policies and procedures when undertaking the Research; 2.17.4 the obligations of security and confidentiality contained in this Agreement and any other requirements required by NNL in the interests of preserving security and confidentiality; and 2.17.5 the terms of any Site Approval. 2.18 The University shall permit NNL reasonable access at all times to the University Premises at which any part of the Research are being performed for the purpose of review and audit of the number, categories and qualification and experience of the University Representatives (and any other persons involved on the performance of any part of the Research). The University shall procure that the audit rights detailed in this clause 2.18 are incorporated in any subcontracts entered into by the University for the purpose of this Agreement. If the audit, in NNL’s opinion, acting reasonably, demonstrates that any incorrect payments have been made by NNL to the University, then NNL shall be entitled to adjust payments in accordance with the findings of the audit. This adjustment may require reimbursement of payments already made by NNL through the issue of a credit note from the University, or the payment by NNL to the University of any outstanding sums that are due for payment. The University shall procure that the audit rights detailed in this clause 2.18 are incorporated in any subcontracts entered into by the University for the purpose of performing any part of the Research.

Obligations of the University. 2.1 The University agrees to place the Student to perform the Research, and such other work as shall be reasonably requested by NNL from time to time, with due skill and care. The Research shall be carried out at the University premises (“University Premises”) or such other place as NNL may reasonably direct from time to time. The University shall provide all laboratories, computers and such other equipment required to perform v110219 Page 4 of 19 the Research where the Student is on University Premises but NNL shall provide the same if the Student is working at NNL’s premises (“NNL’s Premises”), such arrangements shall arrangement to be subject to governed by the terms of any Site Approvalthe Researcher Study Agreement. 2.2 The University shall provide details to NNL of all its representatives who will work with or support the Student to perform the Research or who will have access to any NNL Intellectual Property for NNL to approve. Upon NNL providing the University with such approval, the University shall appoint: 2.2.1 the Student, who shall undertake the Research as set out in Appendix 1; and 2.2.2 the University Supervisor, who shall be stationed at the University and who shall be responsible for supervising the performance of the University’s obligations pursuant to this Agreement. The personal details of the University Representative are set out in Appendix 2, together the “University Representatives”. For the avoidance of doubt, if NNL shall not provide such approval, the Parties will meet to discuss a proposal to identify a different student or supervisor. 2.3 The University shall ensure that the University Representatives are suitable and willing to carry out the obligations as set out in Appendix 1 and shall ensure that the University Representatives perform their obligations with all due care and diligence, in a professional and ethical manner and in accordance with any guidelines notified by NNL to the University. 2.4 The University shall inform NNL immediately as soon as practicable in writing in the event that (i) the Student ceases to be enrolled by the University; (ii) the Student ceases their studies or work on the Project for a period of longer than two (2) months or longer or (iii) the University Supervisor ceases to be employed or engaged by the University, and use its best endeavours to seek replacement(s). The University shall forward the details of any potential replacement(s) to NNL, but shall not permit anyone to replace or act as the University Representatives unless NNL has previously agreed to the appointment in writing. 2.5 Without the prior written consent of NNL in each particular case the University shall not use any person or other third party to perform any part of the Research who is not expressly documented as a University Representative. 2.6 The University shall provide such information as NNL may reasonably require from time to time in connection with the University Representatives (and persons proposed as University Representatives) including details of their qualifications and experience. If the University intends to withdraw any University Representatives from providing the Research to NNL it must provide NNL with no less than four (4) 4 weeks’ notice in writing and obtain NNL’s prior written consent (such consent not to be unreasonably withheld or delayed), including such consent as to the suitability and adequacy of a replacement who must have a level of skills and experience comparable to that of the University Representatives being withdrawn. 2.7 In the event that a University Representative has to be replaced due to illness, death or leaving the employment of the University, the University must give such notice to NNL as is reasonably practicable in the circumstances; in the case of a University Representative leaving the employment or enrolment of the University, the University shall give notice to NNL as soon as it is aware of his or her proposed departure. 2.8 NNL shall have the right to require the removal of such person whose performance or conduct in their reasonable opinion is unsatisfactory and their replacement by another person possessing the required qualifications and experience. 2.9 No change of any University Representative shall result, directly or indirectly, in NNL being liable for any additional cost or expense whatsoever. 2.10 If applicable, University Representatives will be required to have the necessary security clearance as notified by NNL to the University from time to time. 2.11 All University staff, including University Representatives engaged by the University to provide the Research shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force from time to time for the conduct of NNL’s own staffstaff as notified to the University from time to time. 2.12 The University shall provide and shall procure that the University Representatives shall provide NNL with regular progress reports on the Research as required by NNL and a final report (“Thesis”) at the end of the Research. The final payment for the Research will be processed in line with the submission of the final Thesis. 2.13 The University shall provide to NNL a monthly written progress report unless otherwise agreed in writing by the Parties in such form and addressing such issues as NNL may reasonably require, but which in any case shall detail progress in performance of the Research since the last such report. 2.14 The University shall invoice NNL in accordance with the Payment Profile in Appendix 3. Invoices should be rendered to Accounts Payable, 0xx Xxxxx Xxxxxxxx Xxxxx, Warrington Road, Birchwood Park, Warrington, Cheshire WA3 6AE quoting this Agreement number. Invoices will be paid thirty (30) days from the end of the month in which any invoice is dated. 2.15 The University shall maintain full, true and accurate sets of accounts and records in connection with the Research and all transactions related to them in accordance with generally accepted accounting principles in the United Kingdom. All such accounts and records shall be retained by the University for a period of not less than six (6) years after the completion or termination of this Agreement. 2.16 The University shall permit NNL reasonable access at all times on reasonable notice to the University’s Premises at which any part of the Research are being performed for the purposes of inspecting, monitoring and/or auditing the University’s performance of this Agreement including, without limitation, compliance with the quality, safety and environmental requirements of this Agreement. 2.17 The University shall and shall procure that the University Representatives shall abide by: 2.17.1 the terms of employment or engagement and any handbook and policies relating to (by way of illustration only and without limitation) performance, annual, sick or other leave and disciplinary procedures in respect of the University Supervisor; 2.17.2 the terms of admission and enrolment and any handbook and policies relating to (by way of illustration only and without limitation) performance, attendance and disciplinary procedures in respect of the Student; 2.17.3 the University’s good research practice guidelines and any other relevant University policies and procedures when undertaking the Research; 2.17.4 the obligations of security and confidentiality contained in this Agreement and any other requirements required by NNL in the interests of preserving security and confidentiality; and 2.17.5 the terms Research Study Agreement and any policies and procedures (including but not limited to security and Health and Safety requirements) in respect of any Site Approvalvisits or work or Research to be conducted at any of NNL’s Premises. 2.18 The University shall permit NNL reasonable access at all times on reasonable notice to the University Premises at which any part of the Research are being performed for the purpose of review and audit of the number, categories and qualification and experience of the University Representatives (and any other persons involved on the performance of any part of the Research). The University shall procure that the audit rights detailed in this clause 2.18 are incorporated in any subcontracts entered into by the University for the purpose of this Agreement. If the audit, in NNL’s opinion, acting reasonably, demonstrates that any incorrect payments have been made by NNL to the University, then NNL shall be entitled to adjust payments in accordance with the findings of the audit. This adjustment may require reimbursement of payments already made by NNL through the issue of a credit note from the University, or the payment by NNL to the University of any outstanding sums that are due for payment. The University shall procure that the audit rights detailed in this clause 2.18 are incorporated in any subcontracts entered into by the University for the purpose of performing any part of the Research.

Obligations of the University. 2.1 The University agrees to place carry out the Student to perform the Research, and such other work as shall be reasonably requested by NNL from time to time, Project with all due skill and carecare and in accordance with this Agreement. The Research shall be carried out at In particular, the University premises (“University Premises”) or such other place as NNL may reasonably direct from time undertakes to timeensure that the Outputs are delivered in accordance with the Timescales. The University shall provide all laboratoriesresources reasonably required in order to carry out the Project, including all offices and/or spaces, computers and such other equipment required to perform v110219 Page 4 of 19 the Research where the Student is on University Premises but NNL shall provide the same if the Student is working at NNL’s Premises, such arrangements shall be subject to the terms of any Site Approval. 2.2 equipment. The University shall provide details to NNL of all its representatives who will work with or support ensure that the Student to perform the Research or who will have access to any NNL Intellectual Property for NNL to approve. Upon NNL providing the University with such approval, the University shall appoint: 2.2.1 the Student, who shall undertake the Research as set out in Appendix 1; and 2.2.2 the University Supervisor, who shall be stationed at the University and who shall Principal Researcher will: be responsible for supervising the performance of the University’s obligations pursuant to this Agreement. The personal details Researchers in carrying out of the University Representative Project; comply with this Agreement as though the Principal Researcher were a party to it; devote such time to the Project as is required to ensure the Timescales are set out in Appendix 2, together the “University Representatives”. For the avoidance of doubt, if NNL shall not provide such approval, the Parties will meet to discuss a proposal to identify a different student or supervisor. 2.3 The University shall ensure that the University Representatives are suitable and willing to met; carry out his obligations in respect of the obligations as set out in Appendix 1 and shall ensure that the University Representatives perform their obligations Project with all due skill, care and diligence, in a professional and ethical manner and in accordance with any guidelines notified by NNL to the University. 2.4 The University shall inform NNL immediately in writing in the event that (i) the Student ceases to be enrolled by the University; (ii) the Student ceases their studies or work on the Project for a period his contract of two (2) months or longer or (iii) employment with the University Supervisor ceases to be employed or engaged by the University, and use its best endeavours to seek replacement(s). The University shall forward the details of any potential replacement(s) to NNL, but shall not permit anyone to replace or act as the University Representatives unless NNL has previously all guidelines agreed to the appointment in writing. 2.5 Without the prior written consent of NNL in each particular case the University shall not use any person or other third party to perform any part of the Research who is not expressly documented as a University Representative. 2.6 The University shall provide such information as NNL may reasonably require from time to time in connection with between the Parties; and be accountable to the University Representatives (and persons proposed as University Representatives) including details for delivery of their qualifications and experiencethe Project. If CIMA or GCT, at any time during the Term, gives written notice to the University intends that it considers any Principal Researcher to withdraw any be unsuitable for the Project, the University Representatives shall immediately remove that Principal Researcher from providing the Research to NNL it must provide NNL with no less than four (4) weeks’ notice Project. The University will notify CIMA and GCT immediately in writing if it wishes to make any change to the team comprising the Researchers, and obtain NNL’s prior written consent shall notify CIMA and GCT in writing immediately upon it becoming aware that the Principal Researcher or any other Researcher proposes to leave the University. Any change to any Researcher must be approved in writing by CIMA and GCT in advance (such consent approval not to be unreasonably withheld or delayed). The University shall inform CIMA immediately in writing if that the Principal Researcher ceases to be employed by the University or becomes unable or unwilling to act as the Principal Researcher (and, including for the avoidance of doubt, but subject to Clause 3.8, shall immediately remove that Principal Researcher from the Project in such consent circumstances). Without prejudice to Clause 3.8, as to soon as reasonably practicable following the suitability and adequacy removal of a replacement who must have a level of skills Principal Researcher from the Project pursuant to Clauses 3.4 or 3.6 (and experience comparable to that of in any event within 15 Business Days thereof) the University Representatives being withdrawn. 2.7 In shall provide a written list (containing all relevant details) of appropriate potential replacement Principal Researchers to CIMA and the event that Parties shall agree a suitable replacement Principal Researcher who the University Representative has shall appoint as soon as reasonably practicable following such agreement. If the Principal Researcher ceases to be replaced due to illness, death or leaving the employment of employed by the University, performance of this Agreement will at the University must give such notice request of CIMA be suspended with immediate effect and, following any request by CIMA or GCT to NNL as is reasonably practicable in the circumstances; in the case of a University Representative leaving the employment or enrolment of the Universitydo so, the University shall give notice undertakes to NNL as soon as it is aware use reasonable endeavours to assign the benefits and novate the burden of his or her proposed departure. 2.8 NNL shall have the right to require the removal of such person whose performance or conduct is unsatisfactory and their replacement by another person possessing the required qualifications and experience. 2.9 No change of any University Representative shall result, directly or indirectly, in NNL being liable for any additional cost or expense whatsoever. 2.10 If applicable, University Representatives will be required to have the necessary security clearance as notified by NNL this Agreement to the University from time Principal Researcher’s new employer or to time. 2.11 All University staff, including University Representatives engaged by the University to provide the Research shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be Principal Researcher in force from time to time for the conduct of NNL’s own staff. 2.12 a personal capacity. The University shall provide undertakes to use any Grant paid to it to cover costs properly and shall procure that the University Representatives shall provide NNL with regular progress reports on the Research as required exclusively incurred by NNL and a final report (“Thesis”) at the end of the Research. 2.13 The University shall provide to NNL a monthly written progress report unless otherwise agreed in writing by the Parties in such form and addressing such issues as NNL may reasonably require, but which in any case shall detail progress in performance of the Research since the last such report. 2.14 The University shall invoice NNL in accordance with the Payment Profile in Appendix 3. Invoices should be rendered to Accounts Payable, 0xx Xxxxx Xxxxxxxx Xxxxx, Warrington Road, Birchwood Park, Warrington, Cheshire WA3 6AE quoting this Agreement number. Invoices will be paid thirty (30) days from the end of the month in which any invoice is dated. 2.15 The University shall maintain full, true and accurate sets of accounts and records it in connection with the Research and all transactions related to them in accordance with generally accepted accounting principles in the United Kingdom. All such accounts and records shall be retained by the University for a period of not less than six (6) years after the completion or termination of this Agreement. 2.16 The University shall permit NNL reasonable access at all times to the University’s Premises at which any part of the Research are being performed for the purposes of inspectingProject, monitoring and/or auditing the University’s performance of this Agreement including, without limitation, compliance with the quality, safety and environmental requirements of this Agreement. 2.17 The University shall and shall procure that the University Representatives shall abide by: 2.17.1 the terms of employment or engagement and any handbook and policies relating to (by way of illustration only and without limitation) performance, annual, sick or other leave and disciplinary procedures including in respect of the University Supervisor; 2.17.2 obligations performed by the terms of admission and enrolment and any handbook and policies relating to (by way of illustration only and without limitation) performance, attendance and disciplinary procedures Researchers in respect of the Student; 2.17.3 the University’s good research practice guidelines and any other relevant University policies and procedures when undertaking the Research; 2.17.4 the obligations of security and confidentiality contained in this Agreement and any other requirements required by NNL in the interests of preserving security and confidentiality; and 2.17.5 the terms of any Site Approval. 2.18 The University shall permit NNL reasonable access at all times relation to the University Premises at which any part of the Research are being performed for the purpose of review and audit of the number, categories and qualification and experience of the University Representatives (and any other persons involved on the performance of any part of the Research). The University shall procure that the audit rights detailed in this clause 2.18 are incorporated in any subcontracts entered into by the University for the purpose of this Agreement. If the audit, in NNL’s opinion, acting reasonably, demonstrates that any incorrect payments have been made by NNL to the University, then NNL shall be entitled to adjust payments in accordance with the findings of the audit. This adjustment may require reimbursement of payments already made by NNL through the issue of a credit note from the University, or the payment by NNL to the University of any outstanding sums that are due for payment. The University shall procure that the audit rights detailed in this clause 2.18 are incorporated in any subcontracts entered into by the University for the purpose of performing any part of the ResearchProject.

Obligations of the University. 2.1 8.1 The University agrees shall for the duration of this Agreement: 8.1.1 provide the Employer with the Programme Specification and other relevant Programme information and documentation and any revisions to place the Student to perform the Research, and such other work as shall be reasonably requested by NNL documentation from time to time, ; 8.1.2 be responsible for the proper and efficient conduct of any admission and registration procedures and the maintenance of accurate records of all Students; 8.1.3 make all offers for places on Programmes in its sole discretion and in accordance with due skill and care. The Research shall be carried out at the University premises (“University Premises”) or such other place as NNL may reasonably direct from time to timeRegulations. The University shall provide not be obliged to accept any application by a Potential Student submitted by the Employer; 8.1.4 supply the Employer with University approved learning materials for Programmes outlined in Schedule 1, where applicable; 8.1.5 have general oversight of the programme; including the maintenance of the academic standards of the programme and its continued approval by the Academic Board of the University. The University will retain full academic control in relation to delivery of the Programme and its judgment will be final in relation to all laboratoriesacademic matters; 8.1.6 approve, computers and such other equipment required to perform v110219 Page 4 have oversight of, the arrangements which the Employer implements for the welfare of 19 the Research students on a general, and on an individual basis, which shall be in accordance with University requirements; 8.1.7 where the Student Employer is to undertake any form of delivery on the Programme as detailed further in Schedule 2, approve the appointment of the Employer’s staff proposed to teach on the Programme in accordance with University Premises but NNL criteria in advance of their commencing to teach on the Programme. 8.1.8 undertake delivery and assessment of the Programme outlined in Schedule 1. 8.2 The University shall provide determine the same if Programme Fee for each Programme and notify the Student is working Employer accordingly. Subject to clause 9.4 below, the University may alter any Programme Fee at NNL’s Premises, any time during this Agreement upon giving the Employer at least 6 months’ notice in writing of any such arrangements alteration. 8.3 The University shall be subject entitled to discontinue any particular Programme and to make such alterations to the content or delivery of a Programme as it may think fit, including without limitation changes to the name of the Programme. The University shall endeavour, where possible, to consult the Employer and agree any such alterations. In any event, the University will notify the Employer forthwith of any such alterations which affect the obligations of the Employer under the terms of any Site Approvalthis Agreement. Save in cases of Force Majeure where the provisions of clause 14 below shall apply and subject to clause 15, the University will give at least six (6) months notice in writing to the Employer of its decision to either change or withdraw a Programme from this Agreement. 2.2 8.4 The University shall provide details advice and assistance to NNL of all its representatives who will work the Employer in connection with or support the Student to perform the Research or who will have access to any NNL Intellectual Property for NNL to approve. Upon NNL providing the University with such approval, the University shall appoint: 2.2.1 the Student, who shall undertake the Research as set out in Appendix 1; and 2.2.2 the University Supervisor, who shall be stationed at the University and who shall be responsible for supervising the performance of the University’s obligations pursuant to this Agreement. The personal details of the University Representative are set out in Appendix 2, together the “University Representatives”. For the avoidance of doubt, if NNL shall not provide such approval, the Parties will meet to discuss a proposal to identify a different student or supervisorSupport Services including any necessary Programme and reference materials. 2.3 The University shall ensure that the University Representatives are suitable and willing to carry out the obligations as set out in Appendix 1 and shall ensure that the University Representatives perform their obligations with all due care and diligence, in a professional and ethical manner and in accordance with any guidelines notified by NNL to the University. 2.4 The University shall inform NNL immediately in writing in the event that (i) the Student ceases to be enrolled by the University; (ii) the Student ceases their studies or work on the Project for a period of two (2) months or longer or (iii) the University Supervisor ceases to be employed or engaged by the University, and use its best endeavours to seek replacement(s). The University shall forward the details of any potential replacement(s) to NNL, but shall not permit anyone to replace or act as the University Representatives unless NNL has previously agreed to the appointment in writing. 2.5 Without the prior written consent of NNL in each particular case the University shall not use any person or other third party to perform any part of the Research who is not expressly documented as a University Representative. 2.6 The University shall provide such information as NNL may reasonably require from time to time in connection with the University Representatives (and persons proposed as University Representatives) including details of their qualifications and experience. If the University intends to withdraw any University Representatives from providing the Research to NNL it must provide NNL with no less than four (4) weeks’ notice in writing and obtain NNL’s prior written consent (such consent not to be unreasonably withheld or delayed), including such consent as to the suitability and adequacy of a replacement who must have a level of skills and experience comparable to that of the University Representatives being withdrawn. 2.7 In the event that a University Representative has to be replaced due to illness, death or leaving the employment of the University, the University must give such notice to NNL as is reasonably practicable in the circumstances; in the case of a University Representative leaving the employment or enrolment of the University, the University shall give notice to NNL as soon as it is aware of his or her proposed departure. 2.8 NNL shall have the right to require the removal of such person whose performance or conduct is unsatisfactory and their replacement by another person possessing the required qualifications and experience. 2.9 No change of any University Representative shall result, directly or indirectly, in NNL being liable for any additional cost or expense whatsoever. 2.10 If applicable, University Representatives will be required to have the necessary security clearance as notified by NNL to the University from time to time. 2.11 All University staff, including University Representatives engaged by the University to provide the Research shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force from time to time for the conduct of NNL’s own staff. 2.12 The University shall provide and shall procure that the University Representatives shall provide NNL with regular progress reports on the Research as required by NNL and a final report (“Thesis”) at the end of the Research. 2.13 The University shall provide to NNL a monthly written progress report unless otherwise agreed in writing by the Parties in such form and addressing such issues as NNL may reasonably require, but which in any case shall detail progress in performance of the Research since the last such report. 2.14 The University shall invoice NNL in accordance with the Payment Profile in Appendix 3. Invoices should be rendered to Accounts Payable, 0xx Xxxxx Xxxxxxxx Xxxxx, Warrington Road, Birchwood Park, Warrington, Cheshire WA3 6AE quoting this Agreement number. Invoices will be paid thirty (30) days from the end of the month in which any invoice is dated. 2.15 The University shall maintain full, true and accurate sets of accounts and records in connection with the Research and all transactions related to them in accordance with generally accepted accounting principles in the United Kingdom. All such accounts and records shall be retained by the University for a period of not less than six (6) years after the completion or termination of this Agreement. 2.16 The University shall permit NNL reasonable access at all times to the University’s Premises at which any part of the Research are being performed for the purposes of inspecting, monitoring and/or auditing the University’s performance of this Agreement including, without limitation, compliance with the quality, safety and environmental requirements of this Agreement. 2.17 The University shall and shall procure that the University Representatives shall abide by: 2.17.1 the terms of employment or engagement and any handbook and policies relating to (by way of illustration only and without limitation) performance, annual, sick or other leave and disciplinary procedures in respect of the University Supervisor; 2.17.2 the terms of admission and enrolment and any handbook and policies relating to (by way of illustration only and without limitation) performance, attendance and disciplinary procedures in respect of the Student; 2.17.3 the University’s good research practice guidelines and any other relevant University policies and procedures when undertaking the Research; 2.17.4 the obligations of security and confidentiality contained in this Agreement and any other requirements required by NNL in the interests of preserving security and confidentiality; and 2.17.5 the terms of any Site Approval. 2.18 The University shall permit NNL reasonable access at all times to the University Premises at which any part of the Research are being performed for the purpose of review and audit of the number, categories and qualification and experience of the University Representatives (and any other persons involved on the performance of any part of the Research). The University shall procure that the audit rights detailed in this clause 2.18 are incorporated in any subcontracts entered into by the University for the purpose of this Agreement. If the audit, in NNL’s opinion, acting reasonably, demonstrates that any incorrect payments have been made by NNL to the University, then NNL shall be entitled to adjust payments in accordance with the findings of the audit. This adjustment may require reimbursement of payments already made by NNL through the issue of a credit note from the University, or the payment by NNL to the University of any outstanding sums that are due for payment. The University shall procure that the audit rights detailed in this clause 2.18 are incorporated in any subcontracts entered into by the University for the purpose of performing any part of the Research.