Performance of the Project. Each Party shall carry out the research and tasks which it is specified to perform in the project plan set out in Schedule 2, and provide the human resources, materials, facilities and equipment that are designated to be provided by it in the project plan, in each case in a timely manner, in accordance with good accepted research practice and all applicable laws, and with due regard for the health and safety of those involved in the Project.
Performance of the Project. The Funding Recipient must, and must ensure that its Personnel must:
(a) at all times carry out the Project with all due care and skill;
(b) at all times comply with:
(i) this Agreement;
(ii) all applicable Laws;
(iii) GBRF's reasonable requests, directions and requirements from time to time in relation to the Project, to GBRF's satisfaction; and
(iv) high standards of professional care and diligence of the industry to which the Funding Recipient belongs; and
(c) not do anything or become involved in any situation which, in the reasonable opinion of GBRF:
(i) reflects unfavourably upon GBRF, the Department and / or the Project;
(ii) might negatively impact the image or reputation of GBRF and /or the Project; or
(iii) is in conflict with the Reef Trust Partnership;
(d) maintain and comply with all relevant permits, regulatory requirements and obtain appropriate ethical clearances (including as prescribed by the Funding Recipient's organisational research rules for the Project). Responsibility for ensuring that such clearances have been obtained remains with the Funding Recipient; and
(e) provide the Project Co-Contributions as specified in Schedule 1 Item 6.
Performance of the Project. 4.1 During the Term of this Agreement, Emory agrees:
4.1.1 To perform the Project in accordance with the applicable current recognized academic standards of good practice in research, with Emory’s policies and procedures, with applicable U.S. laws, rules and regulations and within the terms and conditions of this Agreement.
4.1.2 To ensure that at all times the Project is performed under the management and direct supervision of _______________________, as the Principal Investigator (“Principal Investigator”), who is an employee of Emory. The Principal Investigator shall also serve as Emory’s Authorized Representative, regarding Project matters and shall co-ordinate the performance of the Project with SPONSOR’s Authorized Representative identified in Exhibit A.
4.1.3 To provide SPONSOR with reports related to the progress of the Project being performed hereunder at SPONSOR’s reasonable request or as provided for in Exhibit B. In addition, as part of its obligations, Emory shall provide such additional information or clarification of any Reports as SPONSOR may reasonably request.
4.1.4 To promptly advise SPONSOR in writing of the occurrence of any event that may delay or affect the Project being performed in accordance with this Agreement.
Performance of the Project. The concrete content of the contribution of each Party in the Project is described in detail in the Proposal known by all Parties and attached to this document (Exhibit 2). The Parties will collaborate in good faith in order to implement the Project as set out in the Proposal. Each Party will use its best endeavours to carry out the Project in a timely and efficient manner. Each Party shall perform the tasks allotted to it in the Proposal and provide the human resources, materials, facilities and equipment that are designated as its responsibility in the Proposal. The Parties will ensure to exchange, and where necessary request, all necessary information without impairing any obligation of confidentiality. No warranty regarding outcome of scientific research. Although each of the Parties will use its best endeavours to carry out the Project in accordance with the Proposal, no Party undertakes that any research will lead to any particular result, nor does it guarantee a successful outcome to the Project.
Performance of the Project. 2.1 At the commencement of the PROJECT, both PARTIES hereby expressly acknowledge that both PARTIES are uncertain whether the PARTIES will complete the PROJECT and achieve the results of the PROJECT.
2.2 ZYGO and CANON shall use their good faith effort to carry out the PROJECT in accordance with the schedule set forth in the EXHIBIT A. A working team shall be formed in ZYGO for carrying out the PROJECT. CANON agrees to cooperate with ZYGO in ZYGO’s performance of the PROJECT. Outline of the work to be performed by respective PARTIES is described in EXHIBIT A attached hereto. ZYGO agrees to provide CANON with a monthly report stating (i) actual costs incurred during the previous one month for the respective PROJECT with the details of the list of the materials purchased and wages, overhead and hours of each employees engaged in the respective PROJECT; (ii) prediction of the next three month’s consumption of the DEVELOPMENT FEE (as defined in Section 4.2 below); (iii) anticipated aggregate cost of the PROJECT by the completion of such PROJECT; and (iv) estimated timing of actual completion of the PROJECT. If the PROJECT becomes behind schedule, ZYGO shall promptly notify CANON thereof and provide sufficient explanation for how and why it happens, and ZYGO and CANON will enter into a good faith discussion thereon. If CANON and ZYGO are unable to agree on revision of the development schedule, such PROJECT can be terminated by either PARTY without liability to the other PARTY except for the remedies under Sections 2.7 and 6.6 which will take effect. If ZYGO believes the actual or estimated total cost of a certain PROJECT will exceed the DEVELOPMENT FEE (as defined in Section 4.2 below) thereof, ZYGO shall promptly notify CANON thereof and provide with sufficient explanation for how and why the costs exceed the amount agreed, and ZYGO and CANON will enter into a good faith discussion thereon. If CANON and ZYGO are unable to agree on a contract price adjustment, such PROJECT can be terminated by either PARTY without liability to the other PARTY except for the remedies under Sections 2.7 and 6.6 which will take effect.
2.3 The PARTIES acknowledge that each PARTY agrees to deliver to the other PARTY the DELIVERABLES as specified in EXHIBIT A attached hereto under the respective PROJECT.
2.4 The PARTIES agree to have periodical and occasional discussions for exchanging information relating to the respective PROJECT in order to accelerate the progress of such PROJECT...
Performance of the Project. Patheon will perform the Project in compliance with the terms and conditions of this Agreement, AcelRx’s instructions, and all applicable laws and regulations. Patheon will perform the Project in accordance with the timeline that will be established by the combined Patheon-AcelRx Project team. This timeline may be modified by mutual agreement of the parties. With respect to the Dedicated Equipment that will be transferred from Patheon Canada’s facilities to the Facility, AcelRx will be responsible for the packaging and transport of the Dedicated Equipment to the Facility. Patheon Canada will allow and support access to the Dedicated Equipment by the AcelRx packaging/transport contractor(s). AcelRx will bear the risk of loss of or damage to the Dedicated Equipment during transit to the Facility, and will obtain insurance covering such risk of loss or damage while in transit. AcelRx will be responsible for obtaining appropriate import and related documentation for the transport of the Dedicated Equipment. Once delivered to the Facility, Patheon will be responsible for the installation of the Dedicated Equipment and for any risk of damage thereof.
Performance of the Project. 11.1. The Researcher shall properly manage and monitor the Project and inform AHDB in Writing without undue delay if any aspect of the Agreement is not being or is unable to be performed.
11.1.1. The Researcher shall provide all the facilities necessary to complete the Project.
11.1.2. Any materials or processes used in connection with the carrying out of the Project shall be in accordance with standards set out in the Agreement.
11.2. The Researcher shall carry out the Project in accordance with the Specification; ensure that its employees, agents and sub-contractors act with reasonable skill, care and diligence; and deliver the Results to AHDB.
11.3. The Researcher shall take reasonable steps to follow best professional or good industry practice and ensure compliance with all applicable laws, codes of practice including the Joint Code of Practice for Research1, guidelines and any Standards set out in the Specification, including acting in accordance with relevant research governance principles, by itself and its servants, employees, agents and sub-contractors.
11.4. The Researcher confirms that:
11.4.1. it will comply with best practice and relevant provisions, whether statutory or otherwise, relating to health and safety at work;
11.4.2. it will comply with the Data Protection Legislation; and
11.4.3. it will not unlawfully discriminate within the meaning and scope of the provisions of the Equality Xxx 0000.
11.5. The Researcher confirms that in entering into the Agreement it has not:
11.5.1. colluded with any competitor in formulating its offer to undertake the Project except insofar as any such competitor is a named participant in a consortium in relation to the Project of which the Researcher is also a participant;
11.5.2. canvassed any person associated with AHDB or otherwise sought improperly to improve its competitive position in relation to this Agreement;
11.5.3. done or omitted to do anything that would result in a breach of the Bribery Act.
11.6. The Parties recognise that: xxxxx://xxx.xxx.xx/government/uploads/system/uploads/attachment_data/file/69512/pb 13725-research-code-practice.pdf.
(a) this Agreement may provide for the carrying out of experimental research and its undertaking may involve or produce experimental materials, data or processes whose properties and safety may not have been established and any such provided by the Researcher in relation to the Project are supplied ‘as is’ and without any express or implied warranties, repres...
Performance of the Project. 3.1 The Parties shall provide each other with all of the information needed for the performance of the Project following prior coordination. Any documents, objects or other resources which one of the Parties needs in order to perform the work shall be provided by the other Party as far as possible. They shall be used exclusively for the purposes of performing the Project. STELLAR will in particular make available to BIG within a time period of thirty (30) days from the Effective Date or in case of the last bullet point immediately after production of the data and results: · a report including all information about the Improved KLHsu Production Method and/or all information useful or needed to obtain the Improved KLHsu Production Method including confidential manufacturing and analytical protocols, process development plans as well as all experimental data that support the expectation of the 60% yield (but not less than a 50% yield) of the purified KLHsu, · all limpets ((Megathura crenulata) required for production of ASP KLH for the Project, · all ASP KLH required for BIG to perform the Project, · the Drug Master File (DMF) on STELLAR´s current KLHsu, · all analytical and preclinical data and study results produced by STELLAR in the development, evaluation and validation of the Improved KLHsu Production Method and any comparability testing of STELLAR’s KLHsu. BIG will in particular make available to STELLAR: • all KLHsu material produced from STELLAR ASP KLH initially provided pursuant to paragraph 3.1 but not specifically required to perform the Project, • all preclinical data and study results produced by BIG in the development, evaluation and validation of the Improved KLHsu Production Method and comparability testing of STELLAR’s KLHsu which BIG is allowed to forward to STELLAR and which is necessary for STELLAR .
3.2 The Parties shall permit each other to see any Results that have been achieved at all times upon request.
3.3 Neither of the Parties shall be entitled to commission third parties with the implementation of partial tasks without the other Party’s express written consent. For the avoidance of doubt BIG Affiliates and STELLAR’s contract manufacturing organizations and analytical laboratories as listed in Annex IV are not considered to be third parties pursuant to this Agreement.
3.4 Neither of the Parties shall have the right to represent the other Party with respect to any legal relations or to issue legally binding declarations on the othe...
Performance of the Project. 3.1. Each Party agrees to:
3.1.1. carry out the Project in a diligent and competent manner in accordance with this Agreement including as set out in the Schedules; and
3.1.2. use all reasonable efforts to achieve the deliverables set out in the Schedules.
3.2. In consideration for the conduct of the Project, each Party agrees to provide the Contributions to the Project in the time and manner set out in the Schedule 2 and 3.
3.3. In making available its Contribution, each Party will use reasonable endeavours to ensure that to the best of its knowledge at the time of making its Contribution:
3.3.1. it is entitled to supply the Contributions to the other Party for the purpose of this Agreement; and
3.3.2. the use of the Contributions in connection with this Agreement is lawful and all required consents, permissions or authorisations relating to such use have been obtained.
3.4. The Collaborating Organisation agrees to make available to SPC the Collaborator Materials. In making available the Collaborator Materials, the Collaborating Organisation will use reasonable endeavours to ensure that to the best of its knowledge at the time of providing the Collaborator Materials to SPC:
3.4.1. it is entitled to supply the Collaborator Materials to SPC for the purpose of this Agreement; and
3.4.2. the use of the Collaborator Materials in connection with this Agreement is lawful and all required consents, permissions or authorisations relating to such use have been obtained.
3.5. Where approval of an appropriate ethics and/or biosafety or any other body is required by SPC, or there are other applicable regulations or policy governing the Project, no work shall commence until the required approvals have been granted.
3.6. The Collaborating Organisation agrees that:
(a) it shall undertake its roles and responsibilities in full compliance with this Agreement; and
(b) it shall assist SPC to comply with the terms of the Grant Arrangement and will not do anything which will cause SPC to be in breach of SPC’s obligations under the Grant Arrangement.
3.7. Subject to clause 3.9, in the event of any inconsistency between this Agreement and the Grant Arrangement, this Agreement shall prevail to the extent of the inconsistency.
3.8. If appropriate for the Project, this Agreement may continue in force and effect notwithstanding the Grant Arrangement may have expired or been terminated.
3.9. Unless otherwise agreed in writing, the Parties acknowledge and agree that should the Grant Ar...
Performance of the Project. The City shall be responsible for construction of the Project as detailed in the engineering plans, which have been reviewed and deemed congruent with the future redesign of the Valley Lane Basin.
