Parties Roles and Responsibilities Sample Clauses

Parties Roles and Responsibilities. 5.1.1 The Parties’ roles in relation to data quality assurance, collection, maintenance, analysis and reporting are outlined in this section and further detailed in Schedule C. Specific national data agency roles and responsibilities are also outlined at Schedule C.
Sample 1
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Parties Roles and Responsibilities. Pursuant and subject to this MOA, the Agency shall provide to the County NCDHHS Data pertaining to the Public Assistance Programs, through access to the Agency’s information technology systems utilized in conjunction with the Public Assistance Programs. These information technology systems include, but are not limited to, the Agency’s current NC FAST case management system (NC FAST), and the legacy information systems which preceded NC FAST (collectively, NCDHHS Information Systems). The NCDHHS Information Systems are secured via Agency access control mechanisms and related procedures, including, but not limited to, Resource Access Control Facility (RACF), North Carolina Identification (NCID), and Web Identity Role Management Portal (WIRM) (collectively, NCDHHS Access Controls). All NCDHHS Data that the Agency provides to the County shall remain confidential and secure at all times. Confidentiality and security of this NCDHHS Data will be maintained by the County in accordance with all applicable federal and state laws, regulations, standards and policies governing this NCDHHS Data and in accordance with the terms of this MOA. Only appropriately authorized County employees and contractors whose job responsibilities require access to the NCDHHS Data will be granted access to the NCDHHS Data, through the NCDHHS Information Systems and NCDHHS Access Controls. Any data, records or other information shared through this MOA are protected from unauthorized use and disclosure and shall be accessed and used by the County solely for purposes of administering and operating the Public Assistance Programs. NCDHHS agrees: a. To provide NCDHHS Data to the County through access to the NCDHHS Information Systems in strict accordance with the NCDHHS Access Controls and in accordance with the terms of this MOA. b. To allow the County to access and utilize the NCDHHS Data to administer and operate the Public Assistance Programs. c. To allow appropriately authorized County employees and contractors whose job responsibilities require access to the NCDHHS Data to access and utilize the NCDHHS Data through access to the NCDHHS Information Systems, to the extent needed to perform their job responsibilities. d. To work cooperatively with the County regarding County employee and contractor access to NCDHHS Data and NCDHHS Information Systems, and compliance with this MOA and applicable law. e. To be responsible for supervision of its own employees and contractors. The County agrees:...
Sample 1
Parties Roles and Responsibilities. 1. The Parties have the following roles and responsibilities in respect of the rehabilitation of seals and of this Seal Rehabilitation Agreement: a. LNV is a competent authority under the Nature Conservation Act and the Animals Act; b. the Coastal Provinces and their administrative bodies are a competent authority under the Nature Conservation Act. 2. The Seal Rehabilitation Centres are rehabilitation centres which, under the Animals Act, are exempt from the ban on the keeping of wild animals, for the purpose of rehabilitating seals. The five rehabilitation centres are responsible for the rehabilitation of seals in the Netherlands, and for making the right decision concerning rehabilitation in every single situation that a live seal is stranded in its territory.
Sample 1
Parties Roles and Responsibilities. 1. The Parties shall, in good faith, assist the STA in the creation and maintenance of the SERVICE, through review of draft contracts, selection of contractor(s), public outreach, and facilitation of any necessary payments and TDA claims. 2. The Parties that provide fixed route transit service shall continue to provide ADA- mandated paratransit service, as necessary, and separate from that which is provided by the SERVICE. 3. A Party may request to increase SERVICE in its jurisdiction with STA’s concurrence pursuant to Section A.12 above, 4. The Parties shall review STA’s quarterly ridership reports and the annual report, and comment on any errors or discrepancies within 3 weeks of receipt. 5. The Parties shall review and approve the TDA Matrix and associated capital service costs prior to the STA making a TDA claim. Once the TDA Matrix is approved by the Parties and the STA Board, the Parties will allow the STA to make claims against each Party’s TDA funds, initially estimated through the STA’s TDA Matrix, and finally accounted and reconciled by formula in accordance with Attachment A. 6. The Parties shall maintain their existing annual TDA financial commitments toward the SERVICE, minimally at the amounts shown in Attachment A. The Parties should anticipate that the SERVICE costs will grow while the available subsidies will vary from year-to-year. Each Party may choose to increase its respective funding commitment to the STA where there is a need and desire to increase the SERVICE to the respective jurisdiction. 7. The Parties shall assist the STA in efforts toward seeking grants to supplement available funding for the SERVICE. 8. The Parties will implement the public outreach elements developed by the STA for the SERVICE, as coordinated with the Parties’ existing efforts, and which supports the STA’s mobility management program. 9. The associated fees charged to the riders, shall be reviewed annually, or as necessitated by changes to the SERVICE’s budget, by the Parties. The Parties may recommend a change to the associated fees, which will become effective only upon approval of the STA Board. 10. Should a Party wish to withdraw from this MOU, a 90-day advance written notice must be provided to the Parties, approved by the withdrawing Party’s governing board, Council, or signatory authority. TDA funds to be reimbursed or refunded shall be reconciled for finalized costs of each fiscal year in accordance with Attachment A, and through the existing TDA clai...
Sample 1
Parties Roles and Responsibilities. 4.2.1 The parties acknowledge that they bear primary responsibility for the emergency management of incidents, including preparedness and emergency responses within their borders. 4.2.2 The parties’ roles and responsibilities are to: (a) maintain preparedness arrangements, including capacity and capability, to enable timely responses to incidents of nationally significant pests and diseases (b) participate in national responses, including cost-sharing (c) regardless of whether an incident of a significant pest or disease is subject to a national response or is being handled by a party(s) (i) manage the eradication of significant pests and diseases within a party’s borders (including land and waters), where it is feasible and cost-effective (ii) respond to incidents of significant pests and diseases where feasible and cost-effective (iii) inform other jurisdictions and stakeholders of incidents of significant pests and diseases (iv) participate in joint management activities where incidents occur across state and territory borders (d) enact and implement legislation and regulations to help reduce the impact of incidents of nationally significant pests and diseases (e) participate in decision-making processes for national responses (f) contribute to the national capacity to detect and identify pests and diseases (g) contribute to the national capacity and capability to respond to pests and diseases (h) contribute to capacity building in incident management, including education, training, research, information systems and other critical infrastructure (i) develop and implement appropriate standards, policies and procedures to reduce the impact of pests and diseases (j) increase government agency, industry and community awareness of, and engagement in, incident management and related issues (k) cooperate to engage with, and negotiate contributions from, Non- Government Entities in accordance with this agreement, as part of preparedness activities and in advance of an emergency response (l) act in accordance with Australia’s international rights and obligations.
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Parties Roles and Responsibilities. In conjunction with these efforts, the parties’ roles and responsibilities shall be as follows: i. The City shall be responsible for and contribute the following: a) Allow and facilitate the B2B trail on City parkland including Xxxxxx Nature Area and Xxxxxxxx Park in accordance with the resolution passed by the Xxx Arbor Park Advisory Commission in December 2020, and b) Collaborate with County in seeking federal or state funding opportunities for the Project as needed, c) Contribute funding to the Project’s various stages as agreed to by the parties, d) Secure easement permits and right of ways as may be needed for purposes of carrying out the purpose of the Project,
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Parties Roles and Responsibilities. NVHADS shall: a) Fulfill requests from school counselors, administrators and teachers to perform grief assessments on students identified as having lost a loved one. b) Determine student readiness for bereavement support and submit consent form to parent/guardian for student participation in school grief support group. c) Perform periodic assessments during the school year to measure students progress. d) Share information with specific school counselors on a regular and as needed basis. e) Provide referrals and resources to students and school counselors as appropriate. f) Provide trained bereavement professionals to facilitate grief support groups within specified schools. g) Manage all aspects of the School Grief Support Group Program. h) Pursue grant funding which will be utilized solely for NVHADS cost of services provided. a) Designate primary points of contact (counselors, administrators) at specific schools that NVHADS bereavement counselors will collaborate with during the school year. b) Identify and recommend students to the Schools Grief Support Group Program who have experienced that death of a family member or loved one and may be exhibiting signs of unresolved grief. c) Provide tobacco cessation services for referred students through its regularly scheduled Saturday school for cessation. d) Provide resource information to NVHADS for students in program related to substance abuse prevention including tobacco, alcohol and other drugs. e) Complete evaluations on the School Grief Support Group Program at the end of the school year. f) Provide a suitable room at each school site receiving services for facilitation of a grief support group on a weekly basis throughout the school year. g) Under the schools agreement with parents, allow NVHADS to assess students for group appropriateness up to 2 times prior to receiving parental consent.
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Parties Roles and Responsibilities 
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Related to Parties Roles and Responsibilities

  • Roles and Responsibilities 1. The Donor States shall make funds available in support of eligible programmes proposed by the Beneficiary State and agreed on by the Financial Mechanism Committee within the priority sectors listed in Article 3.1 of Protocol 38c and the programme areas listed in the Annex to Protocol 38c. The Donor States and the Beneficiary State shall cooperate on the preparation of concept notes defining the scope and planned results for each programme. 2. The Beneficiary State shall assure the full co-financing of programmes that benefit from support from the EEA Financial Mechanism 2014-2021 in accordance with Annex B and the programme agreements. 3. The Financial Mechanism Committee shall manage the EEA Financial Mechanism 2014-2021 and take decisions on the granting of financial assistance in accordance with the Regulation. 4. The Committee shall be assisted by the Financial Mechanism Office (hereinafter referred to as the “FMO”). The FMO shall be responsible for the day-to-day operations of the EEA Financial Mechanism 2014-2021 and shall serve as a contact point.

  • Role and Responsibilities During the Employment Period, the Executive shall serve as Chief Financial Officer of the Company, and shall perform such employment duties as are usual and customary for such position. The Executive shall report directly to the Chief Executive Officer of the Company (the “CEO”). At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing, consistent with the Executive’s position hereunder. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement.

  • Position and Responsibilities During the term of Executive’s employment hereunder, Executive agrees to serve as an Executive Vice President of the Bank. Executive shall perform administrative and management services for the Bank which are customarily performed by persons in a similar executive officer capacity. During said period, Executive also agrees to serve as an officer and director of any subsidiary of the Bank or the Company, if elected.

  • Parties Responsibilities Xxxxxxxxxx believes that diversity of ideas and experiences is integral to our educational and clinical missions. Diversity enhances creativity and thoughtfulness in our mission and serves as a catalyst for change which will ultimately lead to better solutions to the healthcare needs of the populations we serve. We believe that only through valuing our differences and similarities, and remaining vigilant in advancing equity, will we be able to maintain an equitable workplace and actively pursue equity in all aspects of our work. We commit to being continuous learners and working alongside others to cultivate equity, diversity and inclusion. A. Residents will provide compassionate, timely and appropriate patient care and serve the Program training sites and their patients. Residents will accept the duties, responsibilities, and rotations assigned by the Program Director and abide by the rules and regulations of the hospitals and clinics to which the resident is assigned to the extent consistent with this Agreement and Providence and Program policies; conduct themselves ethically and professionally in keeping with their position as a physician; and abide by the terms of this Agreement. The Program Director may delegate to a faculty member in the Program any of the authorities, duties and/or responsibilities of the Program Director. References in this Agreement to “Program Director” include a designee, if any, to whom the Program Director has made such a delegation. B. The residency program provides faculty supervision of residents in the Program. This responsibility includes defining Program content, evaluating Program quality and evaluating individual residents’ clinical training and performance. Additionally, Providence and the Program perform a series of administrative and educational functions for the benefit of residents and the participating institutions and clinics. C. Providence, as the sponsoring institution, appoints a Designated Institutional Official (DIO) who, in conjunction with the Graduate Medical Education Committee (“GMEC”), has the responsibility to monitor and ensure compliance with all ACGME Common, Specialty/Subspecialty-Specific Program and Institutional Requirements. Each Program will have two (2) peer-selected resident representatives with full voting privileges on the GMEC. D. The sponsoring and participating institutions provide: educational and clinical opportunities for residents; services and systems to minimize residents’ work that is extraneous to their GME educational goals to include [without limitation] patient support services, laboratory/pathology/radiology services and medical records; funds for resident salaries, funds and/or services for the benefits provided to residents, and funds for administration of the Program. E. Providence and participating institutions will assure the availability of meals; rest and sleeping quarters; and support facilities conducive to the educational process which includes adequate communication resources and technological support. Providence and participating institutions have agreed to provide on-call rooms with available bathroom facilities. There shall be a sufficient number of on-call rooms so that while on-call residents may sleep and have a secured storage area for books and clothing. Providence and participating institutions will assure there are clean and private facilities for lactation that have refrigeration capabilities.

  • Rights and Responsibilities This Agreement is our standard service agreement. Under this Agreement, we agree to provide and xxxx for Service, and you agree to use and pay for Service, as provided herein and in our other applicable Terms of Service. Our rights and responsibilities, and your rights and responsibilities, are as set forth in this Agreement and our other applicable Terms of Service.

  • Representations and Responsibilities You represent and warrant to us that any information you have given or will give us with respect to this agreement is complete and accurate. Further, you agree that any directions you give us or action you take will be proper under this agreement, and that we are entitled to rely upon any such information or directions. If we fail to receive directions from you regarding any transaction, if we receive ambiguous directions regarding any transaction, or if we, in good faith, believe that any transaction requested is in dispute, we reserve the right to take no action until further clarification acceptable to us is received from you or the appropriate government or judicial authority. We will not be responsible for losses of any kind that may result from your directions to us or your actions or failures to act, and you agree to reimburse us for any loss we may incur as a result of such directions, actions, or failures to act. We will not be responsible for any penalties, taxes, judgments, or expenses you incur in connection with your Xxxx XXX. We have no duty to determine whether your contributions or distributions comply with the Code, regulations, rulings, or this agreement. We may permit you to appoint, through written notice acceptable to us, an authorized agent to act on your behalf with respect to this agreement (e.g., attorney-in-fact, executor, administrator, investment manager), but we have no duty to determine the validity of such appointment or any instrument appointing such authorized agent. We will not be responsible for losses of any kind that may result from directions, actions, or failures to act by your authorized agent, and you agree to reimburse us for any loss we may incur as a result of such directions, actions, or failures to act by your authorized agent. You will have 60 days after you receive any documents, statements, or other information from us to notify us in writing of any errors or inaccuracies reflected in these documents, statements, or other information. If you do not notify us within 60 days, the documents, statements, or other information will be deemed correct and accurate, and we will have no further liability or obligation for such documents, statements, other information, or the transactions described therein. By performing services under this agreement we are acting as your agent. You acknowledge and agree that nothing in this agreement will be construed as conferring fiduciary status upon us. We will not be required to perform any additional services unless specifically agreed to under the terms and conditions of this agreement, or as required under the Code and the regulations promulgated thereunder with respect to Xxxx IRAs. You agree to indemnify and hold us harmless for any and all claims, actions, proceedings, damages, judgments, liabilities, costs, and expenses, including attorney’s fees arising from or in connection with this agreement. To the extent written instructions or notices are required under this agreement, we may accept or provide such information in any other form permitted by the Code or applicable regulations including, but not limited to, electronic communication.

  • RESTRICTIONS AND RESPONSIBILITIES 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services. 2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent. 2.5 Customer may opt out of these Terms and Conditions, but doing so will terminate Services.

  • UNION RIGHTS AND RESPONSIBILITIES A. A written list of unit officers, committeemen and stewards shall be furnished to the Board within fifteen (15) days after signing of this Agreement. Any changes in such membership shall be transmitted in writing to the Board within fifteen (15) days of such change. B. Recognizing that the safety and well-being of students are a paramount responsibility of the school bus drivers, employees shall be expected to exercise reasonable care with respect to the safety of pupils and property and shall discharge their duties and responsibilities to said students and property according to Michigan school laws and Board and administrative policies and directives. Such policies and directives shall not conflict with the provisions of this Agreement or any law of the State of Michigan nor the United States. C. The Union shall have the right to use school facilities for meetings providing it has secured the approval of the Board one (1) week in advance. The Union agrees that any additional or unusual expense incurred as a result of such use shall be reimbursed to the Board by the Union. D. A bulletin board no smaller than 2' by 3' shall be provided in the bus garage driver lounge area, upon which the Union may post announcements, notices of meetings, results of Union elections and notices pertaining to nominations and elections. The bulletin board shall not be used for political purposes or for purposes other than the above. E. Duly authorized representatives of the Union, international, local or unit, shall be permitted to transact official Union business on school property provided that they do not interfere with or interrupt work activities or normal school operation. The Union agrees to advise the Board of such meetings, discussions or other activities that it may wish to transact pertinent to the employees and shall transact such business on the employees' own time and in private. F. It is the responsibility of the Union to honor Board policies and administrative regulations. Neither the Union, its representatives nor any member shall direct employees to disregard the instructions or directions of administrators or supervisors so long as such policies, directions, instructions, or regulations do not conflict with the terms of this Agreement or any law of the State of Michigan or the United States. The Union further agrees that in the event of a grievance which is to be processed under the provisions of Article VI herein there shall be no stoppage of work because of such grievance. The Board will make available copies of Board policies and administrative regulations to the Union. G. The Union and the Board mutually agree to provide each other with any information which shall be deemed appropriate in the processing of any grievance under the provisions of Article VI herein. H. It shall be the responsibility of the individual employee to meet the conditions of employment for bus drivers as required by the State of Michigan Department of Education, and the Board. The Board assumes no financial or other responsibility for any of these requirements except as herein provided. I. Each driver is responsible for keeping the Board advised in writing of any change in name or change in address. The driver is solely responsible for any errors or omissions occasioned by his or her neglect in keeping the Board so advised, and any communication addressed to an employee at his or her last address on record with the employer shall constitute notice to the employee of the contents of such communication. J. Employees are expected to take advantage of opportunities for continually improving their skills and relationship with their co-workers and with the public. K. Drivers are expected to maintain routes, time schedules, and other work assignments as established by the Board. L. The Board recognizes and will deal with elected or appointed committeemen, members of the unit, or any representative of the international or local Union in all matters relating to grievances, interpretations of the Agreement, or in other matters which affect, or may affect the relationship between the Board and the Union. M. The Union Bargaining Committee shall be composed of a Local Union Representative, the Unit President, Vice President, Secretary-Treasurer and one Xxxxxxx.

  • Position, Duties and Responsibilities During the Term (as defined in Section 2.01 below), Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travel.

  • Fund Responsibilities 3.1. The management and control of the Fund are vested exclusively in the Fund’s governing body (e.g., the board of directors or trustees for a Fund that is a mutual fund or the Trustee for a Fund that is a collective trust, as applicable) and such officers and agents as may be appointed by the board from time to time, subject to the terms and provisions of the Fund’s Governing Documents. The Fund’s governing body and the duly appointed officers and agents appointed by the governing body on behalf of the Fund will make all decisions, perform all management functions relating to the operation of the Fund and shall authorize all Transactions. Without limiting the foregoing, the Fund shall: (a) Designate properly qualified individuals to oversee the Services and establish and maintain internal controls, including monitoring the ongoing activities of the Fund. (b) Evaluate the accuracy, and accept responsibility for the results, of the Services, review and approve all reports, analyses and records resulting from the Services and inform DST of any errors that it is in a position to identify. (c) Provide DST with timely and accurate information required by DST in order to perform the Services and its duties and obligations hereunder. 3.2. Without limiting DST’s obligations to comply with applicable Law and the Fund’s Governing Documents, the Fund is responsible for ensuring that it complies with Law and its respective Governing Documents. It is the Fund’s responsibility to provide all final Fund Governing Documents as of the Effective Date. The Fund will notify DST in writing of any changes to the Fund Governing Documents, with the exception of minutes of meetings of the board of directors, that may materially impact the Services prior to such changes taking effect. DST is not responsible for monitoring compliance by the Fund with (i) Law, or (ii) its respective Governing Documents. 3.3. In the event that Market Data is supplied to or through DST Associates in connection with the Services, the Market Data is proprietary to Data Suppliers and is provided on a limited internal-use license basis. Market Data may: (i) only be used by the Fund in connection with the Services and (ii) not be disseminated by the Fund or used to populate internal systems in lieu of obtaining a data license. Access to and delivery of Market Data is dependent on the Data Suppliers and may be interrupted or discontinued with or without notice. Notwithstanding anything in this Agreement to the contrary, neither DST nor any Data Supplier shall be liable to the Fund or any other Person for any Losses with respect to Market Data, reliance by DST Associates or the Fund on Market Data or the provision of Market Data in connection with this Agreement. 3.4. The Fund shall deliver, and procure that its agents, counsel, advisors, auditors, and any other Persons promptly deliver to DST all Fund Data. The Fund shall arrange with each such Person to deliver such information and materials on a timely basis, and DST will not be required to enter any agreements with that Person in order for DST to provide the Services. 3.5. Notwithstanding anything in this Agreement to the contrary, so long as they act in good faith and without negligence, willful misconduct or fraud, DST Associates shall be entitled to rely on the authenticity, completeness and accuracy of information and communications received by DST Associates from Authorized Persons, or Proper Instructions from the Fund in connection with the performance of the Services and DST’s duties and obligations hereunder, without further enquiry or liability.

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