Common use of Performance of the Services Clause in Contracts

Performance of the Services. REPORTING 4.1 Contractor warrants that the Assignment will be performed in a diligent and professional manner, in compliance with industry and legal standards, and in accordance with all specifications, instructions and/or documentation described in the RFP Documents, the Tender or as otherwise agreed. 4.2 Contractor guarantees that all services and/or deliveries that are carried out, are in accordance with the requirements of this Agreement. 4.3 Contractor is obliged to give due timely and responsible indication of the outcome of the Assignment. 4.4 Contractor will make a tailored offer (regarding the expected number of deployment hours) for each Sub-assignment in which it will provide EIT Food with multiple scenarios (at least two) regarding the level of expertise, so EIT Food can make an educated choice with regard to the deployment of the experts (on junior or senior level). For the remainder Contractor will, when carrying 4.5 Tailored offers with regard to Sub-assignments for copy/printing/” repro” activities can be 4.6 It is the responsibility of Contractor to further adjust the execution of the Assignment to changing conditions. Contractor will discuss impending relevant changes in statutory regulations impacting the execution of this Agreement with EIT Food in a timely matter. 4.7 Contractor shall immediately notify EIT Food of the (partial)completion of a Sub-assignment if EIT Food would otherwise not be aware of it. 4.8 Contractor reports monthly to which extent issues have occurred during the execution that influence the execution of the Assignment, and which are outside its control and responsibility. 4.9 EIT Food may, at any time during the progress of the Services, require additions, deductions, or deviations (all hereinafter referred to as a “Change”) of the Services. All Change requests must be in writing, include any agreed upon price or schedule changes, and signed by an authorised representative of each Party. 4.10 Contractor shall comply with all reasonable guidelines provided by EIT Food for the implementation of services described in the specific request for services. 4.11 Submission by the Contractor of all deliverables indicated in the Agreement shall be considered as the Contractor’s report of services rendered. The deliverables and reports on progress of deliverables shall be submitted by e-mail on a weekly basis, alongside regular update calls. 4.12 The Contractor will ensure that the assigned services and/or deliveries continue in an undisturbed matter and are carried out properly and completely. The Contractor shall always ensure that continuation and execution is not interrupted due to illness, holidays or other reasons for the absence of personnel engaged for the services. The Contractor will immediately take the necessary measures to make the required facilities and/ or the deployment of replacement personnel, as the case may be. 4.13 The Contractor shall refrain from changing key personnel during the execution of this Agreement. If key personnel will have to be replaced, The Contractor shall consult with EIT Food regarding such replacements. It being understood that the final decisions regarding allocation of personnel always remains with the Contractor. The Contractor shall in any event be liable for any costs and expenses pertaining to the replacement of key personnel.

Performance of the Services. REPORTING 4.1 REPORTING Contractor warrants that the Assignment will be performed in a diligent and professional manner, in compliance with industry and legal standards, and in accordance with all specifications, instructions and/or documentation described in the RFP Documents, the Tender or as otherwise agreed. 4.2 . Contractor guarantees that all services and/or deliveries that are carried out, are in accordance with the requirements of this Agreement. 4.3 . Contractor is obliged to give due timely and responsible indication of the outcome of the Assignment. 4.4 . Contractor will make a tailored offer (regarding the expected number of deployment hours) for each Sub-assignment in which it will provide EIT Food with multiple scenarios (at least two) regarding the level of expertise, so EIT Food can make an educated choice with regard to the deployment of the experts (on junior or senior level). For the remainder Contractor will, when carrying 4.5 carrying out the Assignment, take reasonable wishes (amongst which but not limited to wishes regarding the deployment of junior or senior employees) of EIT Food into account where possible. Tailored offers with regard to Sub-assignments for copy/printing/” repro” activities can be 4.6 be challenged by EIT Food. EIT Food is not obligated to assign these activities to Contractor. It is the responsibility of Contractor to further adjust the execution of the Assignment to changing conditions. Contractor will discuss impending relevant changes in statutory regulations impacting the execution of this Agreement with EIT Food in a timely matter. 4.7 . Contractor shall immediately notify EIT Food of the (partial)completion of a Sub-assignment if EIT Food would otherwise not be aware of it. 4.8 . Contractor reports monthly to which extent issues have occurred during the execution that influence the execution of the Assignment, and which are outside its control and responsibility. 4.9 . EIT Food may, at any time during the progress of the Services, require additions, deductions, or deviations (all hereinafter referred to as a “Change”) of the Services. All Change requests must be in writing, include any agreed upon price or schedule changes, and signed by an authorised representative of each Party. 4.10 . Contractor shall comply with all reasonable guidelines provided by EIT Food for the implementation of services described in the specific request for services. 4.11 . Submission by the Contractor of all deliverables indicated in the Agreement shall be considered as the Contractor’s report of services rendered. The deliverables and reports on progress of deliverables shall be submitted by e-mail on a weekly basis, alongside regular update calls. 4.12 . The Contractor will ensure that the assigned services and/or deliveries continue in an undisturbed matter and are carried out properly and completely. The Contractor shall always ensure that continuation and execution is not interrupted due to illness, holidays or other reasons for the absence of personnel engaged for the services. The Contractor will immediately take the necessary measures to make the required facilities and/ or the deployment of replacement personnel, as the case may be. 4.13 . The Contractor shall refrain from changing key personnel during the execution of this Agreement. If key personnel will have to be replaced, The Contractor shall consult with EIT Food regarding such replacements. It being understood that the final decisions regarding allocation of personnel always remains with the Contractor. The Contractor shall in any event be liable for any costs and expenses pertaining to the replacement of key personnel.

Performance of the Services. REPORTING 4.1 Contractor warrants that the Assignment will be performed in a diligent and professional manner, in compliance with industry and legal standards, and in accordance with all specifications, instructions and/or documentation described in the RFP Documents, the Tender or as otherwise agreed. 4.2 Contractor guarantees that all services and/or deliveries that are carried out, are in accordance with the requirements of this Agreement. 4.3 Contractor is obliged to give due timely and responsible indication of the outcome of the Assignment. 4.4 Contractor will make a tailored offer (regarding the expected number of deployment hours) for each Sub-assignment in which it will provide EIT Food with multiple scenarios (at least two) regarding the level of expertise, so EIT Food can make an educated choice with regard to the deployment of the experts (on junior or senior level). For the remainder Contractor will, when carrying 4.5 Tailored offers with regard to Sub-assignments for copy/printing/” repro” activities can bebe challenged by EIT Food. EIT Food is not obligated to assign these activities to Contractor. 4.6 It is the responsibility of Contractor to further adjust the execution of the Assignment to changing conditions. Contractor will discuss impending relevant changes in statutory regulations impacting the execution of this Agreement with EIT Food in a timely matter. 4.7 Contractor shall immediately notify EIT Food of the (partial)completion of a Sub-assignment if EIT Food would otherwise not be aware of it. 4.8 Contractor reports monthly to which extent issues have occurred during the execution that influence the execution of the Assignment, and which are outside its control and responsibility. 4.9 EIT Food may, at any time during the progress of the Services, require additions, deductions, or deviations (all hereinafter referred to as a “Change”) of the Services. All Change requests must be in writing, include any agreed upon price or schedule changes, and signed by an authorised representative of each Party. 4.10 Contractor shall comply with all reasonable guidelines provided by EIT Food for the implementation of services described in the specific request for services. 4.11 Submission by the Contractor of all deliverables indicated in the Agreement shall be considered as the Contractor’s report of services rendered. The deliverables and reports on progress of deliverables shall be submitted by e-mail on a weekly basis, alongside regular update calls. 4.12 The Contractor will ensure that the assigned services and/or deliveries continue in an undisturbed matter and are carried out properly and completely. The Contractor shall always ensure that continuation and execution is not interrupted due to illness, holidays or other reasons for the absence of personnel engaged for the services. The Contractor will immediately take the necessary measures to make the required facilities and/ or the deployment of replacement personnel, as the case may be. 4.13 The Contractor shall refrain from changing key personnel during the execution of this Agreement. If key personnel will have to be replaced, The Contractor shall consult with EIT Food regarding such replacements. It being understood that the final decisions regarding allocation of personnel always remains with the Contractor. The Contractor shall in any event be liable for any costs and expenses pertaining to the replacement of key personnel. 4.14 EIT Food is under no obligation to offer a minimum value of services under the current 4.15 The assignment shall be on a non-exclusive basis, and EIT Food keeps the right to procure similar products or services to other Contractors.

Performance of the Services. REPORTING 4.1 REPORTING Contractor warrants that the Assignment will be performed in a diligent and professional manner, in compliance with industry and legal standards, and in accordance with all specifications, instructions and/or documentation described in the RFP Documents, the Tender or as otherwise agreed. 4.2 . Contractor guarantees that all services and/or deliveries that are carried out, are in accordance with the requirements of this Agreement. 4.3 . Contractor is obliged to give due timely and responsible indication of the outcome of the Assignment. 4.4 . Contractor will make a tailored offer (regarding the expected number of deployment hours) for each Sub-assignment in which it will provide EIT Food with multiple scenarios (at least two) regarding the level of expertise, so EIT Food can make an educated choice with regard to the deployment of the experts (on junior or senior level). For the remainder Contractor will, when carrying 4.5 carrying out the Assignment, take reasonable wishes (amongst which but not limited to wishes regarding the deployment of junior or senior employees) of EIT Food into account where possible. Tailored offers with regard to Sub-assignments for copy/printing/” repro” activities can be 4.6 be challenged by EIT Food. EIT Food is not obligated to assign these activities to Contractor. It is the responsibility of Contractor to further adjust the execution of the Assignment to changing conditions. Contractor will discuss impending relevant changes in statutory regulations impacting the execution of this Agreement with EIT Food in a timely matter. 4.7 . Contractor shall immediately notify EIT Food of the (partial)completion of a Sub-assignment if EIT Food would otherwise not be aware of it. 4.8 . Contractor reports monthly to which extent issues have occurred during the execution that influence the execution of the Assignment, and which are outside its control and responsibility. 4.9 . EIT Food may, at any time during the progress of the Services, require additions, deductions, or deviations (all hereinafter referred to as a “Change”) of the Services. All Change requests must be in writing, include any agreed upon price or schedule changes, and signed by an authorised representative of each Party. 4.10 . Contractor shall comply with all reasonable guidelines provided by EIT Food for the implementation of services described in the specific request for services. 4.11 . Submission by the Contractor of all deliverables indicated in the Agreement shall be considered as the Contractor’s report of services rendered. The deliverables and reports on progress of deliverables shall be submitted by e-mail on a weekly basis, alongside regular update calls. 4.12 . The Contractor will ensure that the assigned services and/or deliveries continue in an undisturbed matter and are carried out properly and completely. The Contractor shall always ensure that continuation and execution is not interrupted due to illness, holidays or other reasons for the absence of personnel engaged for the services. The Contractor will immediately take the necessary measures to make the required facilities and/ or the deployment of replacement personnel, as the case may be. 4.13 . The Contractor shall refrain from changing key personnel during the execution of this Agreement. If key personnel will have to be replaced, The Contractor shall consult with EIT Food regarding such replacements. It being understood that the final decisions regarding allocation of personnel always remains with the Contractor. The Contractor shall in any event be liable for any costs and expenses pertaining to the replacement of key personnel. EIT Food is under no obligation to offer a minimum value of services under the current Framework Agreement or any of the subsequent Sub-Assignments and Statements of Work. The assignment shall be on a non-exclusive basis, and EIT Food keeps the right to procure similar products or services to other Contractors.

Performance of the Services. REPORTING 4.1 Contractor warrants that (a) CT must perform the Assignment will be performed in a diligent and professional manner, in compliance with industry and legal standards, and Services in accordance with all specifications, instructions and/or documentation described in the RFP Documents, the Tender or as otherwise agreedthis Agreement. 4.2 Contractor guarantees (b) CT must ensure that the Facilities are cGMP/cGTP compliant in performing all services and/or deliveries aspects of the Services. (c) Subject to an annual four (4) week plant shut down for maintenance CT shall use its best endeavours to ensure that are carried out, are there is sufficient resource allocation within the Facilities for the provision of the Services. (d) CT will perform its obligations in accordance with the requirements of this AgreementTimetable. 4.3 Contractor (e) In respect of any Product: (i) CT will perform a first Procedure with the purpose of producing the Minimum Yield for such Product; (ii) if after performing the first Procedure the Product does not achieve the Minimum Yield, CT will perform a Repeat with the purpose of producing the Minimum Yield for such Product; (iii) if the Minimum Yield is obliged not achieved after CT has performed all Repeats, then CT will be under no further obligation to give due timely perform any further Procedures or Repeats in respect of such Product and responsible indication nothing in this Agreement will require CT to manufacture such Product. (f) CT is to provide CANCERVAC’s Authorised Representative with copies of all communications with the TGA or any entity that has an authority over the Project and the associated cell processing. (g) When requested by CANCERVAC or PrimaBiomed Limited CT shall furnish to CANCERVAC a comprehensive written report summarizing the data generated to date and the status of the outcome of the Assignmentproject. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 4.4 Contractor will make a tailored offer (regarding the expected number of deployment hours) for each Sub-assignment in which it will provide EIT Food with multiple scenarios (at least two) regarding the level of expertise, so EIT Food can make an educated choice with regard to the deployment of the experts (on junior or senior level). For the remainder Contractor will, when carrying 4.5 Tailored offers with regard to Sub-assignments for copy/printing/” repro” activities can be 4.6 It is the responsibility of Contractor to further adjust the execution of the Assignment to changing conditions. Contractor will discuss impending relevant changes in statutory regulations impacting the execution of this Agreement with EIT Food in a timely matter. 4.7 Contractor shall immediately notify EIT Food of the (partial)completion of a Sub-assignment if EIT Food would otherwise not be aware of it. 4.8 Contractor reports monthly to which extent issues have occurred during the execution that influence the execution of the Assignment, and which are outside its control and responsibility. 4.9 EIT Food may, at any time during the progress of the Services, require additions, deductions, or deviations (all hereinafter referred to as a “Change”) of the Services. All Change requests must be in writing, include any agreed upon price or schedule changes, and signed by an authorised representative of each Party. 4.10 Contractor shall comply with all reasonable guidelines provided by EIT Food for the implementation of services described in the specific request for services. 4.11 Submission by the Contractor of all deliverables indicated in the Agreement shall be considered as the Contractor’s report of services rendered. The deliverables and reports on progress of deliverables shall be submitted by e-mail on a weekly basis, alongside regular update calls. 4.12 The Contractor will ensure that the assigned services and/or deliveries continue in an undisturbed matter and are carried out properly and completely. The Contractor shall always ensure that continuation and execution is not interrupted due to illness, holidays or other reasons for the absence of personnel engaged for the services. The Contractor will immediately take the necessary measures to make the required facilities and/ or the deployment of replacement personnel, as the case may be. 4.13 The Contractor shall refrain from changing key personnel during the execution of this Agreement. If key personnel will have to be replaced, The Contractor shall consult with EIT Food regarding such replacements. It being understood that the final decisions regarding allocation of personnel always remains with the Contractor. The Contractor shall in any event be liable for any costs and expenses pertaining to the replacement of key personnel.

Performance of the Services. REPORTING 4.1 Contractor warrants that A1 ASED shall perform the Assignment will be performed in a diligent Services with due care, skill and professional manner, in compliance with industry and legal standards, diligence and in accordance with all specifications, instructions and/or documentation described the standard performance considered acceptable by the consulting engineering profession in the RFP Documents, the Tender or as otherwise agreed. 4.2 Contractor guarantees that all services and/or deliveries that are carried out, are in accordance Australia. A2 ASED shall communicate with the requirements Client by and through ASED Representative, who shall have authority to bind ASED in respect of this all matters arising out of or in connection with the Agreement. 4.3 Contractor is obliged to give due timely . A3 Unless otherwise agreed in writing, ASED may rely on and responsible indication of treat the outcome of Documentation and the Assignment. 4.4 Contractor will make a tailored offer (regarding directions provided by the expected number of deployment hours) for each Sub-assignment in which it will provide EIT Food with multiple scenarios (at least two) regarding Client as accurate and correct. ASED shall notify the level of expertise, so EIT Food can make an educated choice with regard Client if and to the deployment of extent ASED becomes aware that any information provided by the experts (on junior Client contains an ambiguity, error, omission, discrepancy, insufficiency, or senior level)inconsistency or is otherwise inefficient to enable ASED to perform the Services. For the remainder Contractor will, when carrying 4.5 Tailored offers with regard to Sub-assignments for copy/printing/” repro” activities can be 4.6 It is the responsibility of Contractor to further adjust the execution of the Assignment to changing conditions. Contractor will discuss impending relevant changes in statutory regulations impacting the execution of this Agreement with EIT Food in a timely matter. 4.7 Contractor shall immediately notify EIT Food of the (partial)completion of a Sub-assignment if EIT Food would otherwise not be A4 If ASED becomes aware of it. 4.8 Contractor reports monthly to which extent issues have occurred during any matter that will change the execution that influence the execution of the Assignmentscope, and which are outside its control and responsibility. 4.9 EIT Food maycharacter, at any time during the progress quality, sequence, or timing of the Services, then ASED shall promptly notify the Client of that matter. A5 ASED will provide what it considers to be industry standard designs (based on economy of construction and its experience with similar projects), unless instructed otherwise. Such instructions may involve a variation of our scope of work and additional fees. Calculations will be produced to satisfy our internal QA systems but will not be issued to third parties for review unless agreed otherwise. A6 Changes that require additionsredesign and/or change in the scope of the Services may attract additional charges and we will advise you of these costs. Where the Client requests additional services from ASED that are not included in the original scope of services forming this Agreement, deductionsASED is not obliged to proceed with such additional work until a revised agreement or fee variation is in place. This includes (but is not limited to) abortive work which arises due to fast-tracking the project prior to approvals or other design inputs being inadequately defined (e.g. commencing design development prior to development approval, commencement of detailed design prior to tenancy briefing, document issue prior to full co-ordination of all disciplines etc.). Should you require us to stop work for any reason we will invoice you for the work (or deviations part thereof) completed to the date we cease work. A7 Unless noted otherwise within this Agreement, an allowance for visits to site to inspect work compliance with our design have been included in the Fee, however this should be considered an estimate only. Whilst we will make reasonable efforts to complete our works within this allowance, we will be entitled to an adjustment where events or matters factors beyond our control (all hereinafter referred e.g. redesign due to as a “Change”latent site conditions or construction errors, poor contractor communications or performance) affect the performance of the Services. All Change requests must be in writingA8 At the request of the Client, include any agreed upon price or schedule changes, and signed by ASED may express an authorised representative opinion of each Party. 4.10 Contractor shall comply with all reasonable guidelines provided by EIT Food for probable cost of the implementation of services described in the specific request for services. 4.11 Submission by the Contractor of all deliverables indicated in the Agreement shall be considered as the Contractor’s report of services renderedProject. The deliverables probable cost is based on ASEDs’ experience as a consulting engineer and reports on progress of deliverables shall be submitted by e-mail on not as a weekly basis, alongside regular update calls. 4.12 The Contractor will ensure that the assigned services and/or deliveries continue in an undisturbed matter and are carried out properly and completelyquantity surveyor. The Contractor shall always ensure that continuation Client accepts and execution acknowledges the estimate is not interrupted due to illness, holidays or other reasons merely a guide and ASED accepts no liability for the absence of personnel engaged for the services. The Contractor will immediately take the necessary measures to make the required facilities and/ or the deployment of replacement personnel, as the case may bethese estimates. 4.13 The Contractor shall refrain from changing key personnel during the execution of this Agreement. If key personnel will have to be replaced, The Contractor shall consult with EIT Food regarding such replacements. It being understood that the final decisions regarding allocation of personnel always remains with the Contractor. The Contractor shall in any event be liable for any costs and expenses pertaining to the replacement of key personnel.

Performance of the Services. REPORTING 4.1 Contractor warrants that the Assignment will be performed in a diligent and professional manner, in compliance with industry and legal standards, and in accordance with all specifications, instructions and/or documentation described in the RFP Documents, the Tender or as otherwise agreed. 4.2 Contractor guarantees that all services and/or deliveries that are carried out, are in accordance with the requirements of this Agreement. 4.3 Contractor is obliged to give due timely and responsible indication of the outcome of the Assignment. 4.4 Contractor will make a tailored offer (regarding the expected number of deployment hours) for each Sub-assignment in which it will provide EIT Food with multiple scenarios (at least two) regarding the level of expertise, so EIT Food can make an educated choice with regard to the deployment of the experts (on junior or senior level). For the remainder Contractor will, when carryingcarrying out the Assignment, take reasonable wishes (amongst which but not limited to wishes regarding the deployment of junior or senior employees) of EIT Food into account where possible. 4.5 Tailored offers with regard to Sub-assignments for copy/printing/” repro” activities can bebe challenged by EIT Food. EIT Food is not obligated to assign these activities to Contractor. 4.6 It is the responsibility of Contractor to further adjust the execution of the Assignment to changing conditions. Contractor will discuss impending relevant changes in statutory regulations impacting the execution of this Agreement with EIT Food in a timely matter. 4.7 Contractor shall immediately notify EIT Food of the (partial)completion of a Sub-assignment if EIT Food would otherwise not be aware of it. 4.8 Contractor reports monthly to which extent issues have occurred during the execution that influence the execution of the Assignment, and which are outside its control and responsibility. 4.9 EIT Food may, at any time during the progress of the Services, require additions, deductions, or deviations (all hereinafter referred to as a “Change”) of the Services. All Change requests must be in writing, include any agreed upon price or schedule changes, and signed by an authorised representative of each Party. 4.10 Contractor shall comply with all reasonable guidelines provided by EIT Food for the implementation of services described in the specific request for services. 4.11 Submission by the Contractor of all deliverables indicated in the Agreement shall be considered as the Contractor’s report of services rendered. The deliverables and reports on progress of deliverables shall be submitted by e-mail on a weekly basis, alongside regular update calls. 4.12 The Contractor will ensure that the assigned services and/or deliveries continue in an undisturbed matter and are carried out properly and completely. The Contractor shall always ensure that continuation and execution is not interrupted due to illness, holidays or other reasons for the absence of personnel engaged for the services. The Contractor will immediately take the necessary measures to make the required facilities and/ or the deployment of replacement personnel, as the case may be. 4.13 The Contractor shall refrain from changing key personnel during the execution of this Agreement. If key personnel will have to be replaced, The Contractor shall consult with EIT Food regarding such replacements. It being understood that the final decisions regarding allocation of personnel always remains with the Contractor. The Contractor shall in any event be liable for any costs and expenses pertaining to the replacement of key personnel.any