Recipient's Obligations. The Recipient warrants that the information given to the British Council in connection with the Project Proposal is true and acknowledges that the British Council awards the Grant on this basis. The Recipient shall apply the Grant solely and exclusively for the purposes of funding the Project. The Recipient agrees to reimburse the British Council in full if the Grant is not used for this purpose. The Recipient confirms that the Project and the award of the Grant to it shall not breach any applicable State subsidy control rules. The Recipient shall notify the British Council in writing of any amount of other funding including other public sector funding (if any) and/or guarantees secured by or offered to it for any purpose related to the Project as soon as it is approved. The Recipient shall deliver the Project with (i) reasonable skill and care and to the highest professional standards (ii) in compliance at all times with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Project Proposal (Schedule 2)), the reasonable instructions of the British Council and all applicable regulations and legislation in force from time to time. The Recipient shall allocate sufficient resources to enable it to comply with its obligations under this Agreement. The Recipient shall comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements and/or the Eligibility Criteria. The Recipient shall comply with the Funder Requirements (if any) and shall do nothing to put the British Council in breach of the Funder Requirements (if any). The Recipient shall not at any time do or say anything which damages or which could reasonably be expected to damage the interests or reputation of the British Council or the Funder (if any) or their respective officers, employees, agents or contractors. The Recipient shall keep full and proper accounts and records of income and expenditure with regard to the Project and the British Council shall be entitled to receive copies of all information reasonably required on request (including, without limitation, bank statements, receipts and vouchers for expenditure incurred) and to audit the administration by the Recipient of the Grant and the Project. Where the British Council and/or the Funder requires more information or considers that any report and/or other documentation is not acceptable, or where the British Council and/or the Funder believes that the p...
Recipient's Obligations. A. Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Owner and Recipient shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Owner, and shall disclose it only to its officers, directors, or employees with a specific need to know. Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from Owner to any other party whatsoever except with the specific prior written authorization of Owner.
B. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this Agreement. Upon the request of Owner, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten (10) days of such request. At Recipient's option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipient. Recipient shall provide a written certificate to Owner regarding destruction within ten (10) days thereafter.
Recipient's Obligations. 3.1 The Recipient will use Confidential Material only as strictly required for the Purpose and only in the manner and upon the terms specified in this Agreement.
3.2 The Recipient will deal in utmost good faith with the City in its use of the Confidential Material provided by the City.
3.3 The Recipient will hold and keep, and will ensure that all of the Recipient’s Team will hold and keep, the Confidential Material in confidence and in trust for the City, using at least the same degree of care, but no less than a reasonable degree of care, as the Recipient uses to protect its own similar confidential information of like importance, and will,
(a) prevent any access, reproduction, disclosure or use of the Confidential Material not expressly authorized herein,
(b) disclose the Confidential Material only to those of the Recipient’s Team who have a definable need to know such information for Purpose, provided that such Recipient’s Team are bound by a confidentiality agreement with the Recipient no less restrictive than this Agreement, and in the event the employment or appointment of any such person is terminated, the Recipient agrees to use its best efforts to recover any of the Confidential Material in such person’s custody or control. The Recipient will be responsible for all damages arising from any disclosure of all or part of the Confidential Material or any act in contravention of this Agreement by a person to whom such Confidential Material was given by the Recipient as if the disclosure were made or the act performed directly by the Recipient,
(c) not, and will ensure that each of the Recipient’s Team will not, copy or reproduce any of the Confidential Material, except as strictly necessary in order to carry out the Purpose, and
(d) promptly notify the City in writing of any unauthorized copying, reproduction, use or disclosure of the Confidential Material of which the Recipient is or becomes aware, and such notice will include a detailed description of the circumstances of the copying, reproduction, use or disclosure and the parties involved.
Recipient's Obligations. In consideration of the Government agreeing to provide the Funds for the Project in accordance with this Agreement, the Recipient shall:
Recipient's Obligations. 6.01 The Recipient will:
(a) provide the Services in accordance with the terms of this Agreement during the Term;
(b) comply with the payment requirements set out in Schedule "B", including all requirements concerning the use, application and expenditure of the Financial Contribution provided under this Agreement;
(c) comply with all applicable laws, including without limitation laws applicable to the Recipient’s collection, use and disclosure of Personal Information;
(d) hire and retain only qualified staff and, if approved by Destination BC, subcontractors;
(e) unless agreed otherwise supply, at its own cost, all labour, materials and approvals necessary to carry out the Services;
(f) co-operate with Destination BC in making such public announcements regarding the Services and the details of this Agreement as Destination BC requests;
(g) except as otherwise contemplated in subsection (h) of this section, obtain the prior written approval of Destination BC for any Recipient press releases, public announcements and communications materials with respect to this Agreement or the subject matter of this Agreement; and
(h) acknowledge the financial contribution made by Destination BC to the Recipient for the Services:
(i) in forms, brochures and other promotional materials used by the Recipient in connection with the Services, by printing on each of those materials the following statement: "We gratefully acknowledge the financial support of the Province of British Columbia and Destination BC”, and
(ii) on any signs posted by the Recipient in connection with the Services, provided that the Recipient has obtained the prior written approval of Destination BC concerning form, content and location of any such signs.
Recipient's Obligations. 3.1 The Recipient will:
(a) undertake the Project in accordance with this Agreement;
(b) take full responsibility for the Milestones as part of the Project and manage the implementation of the Project in accordance with good operational and health and safety practices;
(c) implement and manage the Project with all due care and skill and to a professional standard commensurate with the nature of the Project;
(d) notify EECA promptly of any matter that could impact or delay the Milestones or Project Reports or any other aspect of the Project;
(e) schedule regular meetings with EECA to discuss progress with the Project;
(f) not act in a manner that would damage the reputation of EECA;
(g) comply with the project specific conditions detailed in Schedule 2;
(h) comply with the knowledge and reporting requirements set out in Schedule 3; and
(i) notify EECA of any contracts it intends to enter into with any third parties in relation to the Project and shall not unreasonably refuse to incorporate agreed requirements into the same. If the Recipient sub- contracts any aspect of its performance under this Agreement the Recipient is liable for all acts or omissions of the relevant sub- contractor and any such sub-contracting will not release the Recipient from liability for the performance of any of its obligations under this Agreement.
Recipient's Obligations. Recipient shall:
a. Comply with all applicable federal and state laws and regulations relating to the maintenance of the PHI, the safeguarding of the confidentiality of the PHI, and the use and disclosure of the PHI.
b. Use and disclose the PHI only for the purpose(s) identified in paragraph 4 and 5 of Schedule 1, as otherwise required by law, and for no other purpose.
c. Use appropriate safeguards to prevent the use and disclosure of the PHI, other than for a use or disclosure expressly permitted by this Agreement.
d. Immediately report to University any use or disclosure of the PHI other than as expressly allowed by this Agreement.
e. Ensure that its employees and representatives comply with the terms and conditions of this Agreement, and ensure that its agents, Business Associates and subcontractors to whom Recipient provides the PHI agree to comply with the same restrictions and conditions that apply to Recipient hereunder.
f. Not identify or attempt to identify the information contained in the Limited Data Set, nor contact any of the individuals whose information is contained in the Limited Data Set.
g. Not request use, or disclose more PHI than the minimum amount necessary to allow Recipient to perform its functions pursuant to the purpose identified in Schedule 1.
h. Indemnify, defend and hold University harmless from all costs and expenses (including attorney fees) that relate to a breach of Recipient's obligations.
Recipient's Obligations. The Recipient covenants and agrees to complete the Project in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, the Recipient shall:
a) commence the Project on or before the Project Start Date;
b) carry out the activities set out in Schedule A in a diligent, timely and professional manner and in general compliance with the Project Budget;
c) on completion of the Project, make available and maintain Broadband Service for a minimum of five (5) years from the Project Completion Date, that meets the requirements set out in Annex A-2, section 5 of Schedule A;
d) complete the Project no later than the Project Completion Date;
e) subject to the Province’s commitment in subsection 6.1 to pay a contribution toward certain Eligible Costs, be responsible for all Project Costs, including costs incurred in excess of the Project Costs specified in the Project Budget, if any;
f) ensure that all goods and services, the cost of which are being contributed to by the Province under this Agreement, shall be purchased or acquired at competitive prices that are no greater than Fair Market Value after deducting all trade discounts and similar items;
g) assume full responsibility at all times for the Project and all matters arising therefrom, as per appropriate standards and, without limiting the foregoing, oversee, manage and assume full responsibility for the goods and services provided by any Third Parties and their compliance with the Recipient’s obligations under this Agreement;
h) not alter the scope of the Project without the prior written consent of the Province;
i) when awarding contracts or hiring personnel for the Project, use a fair and competitive or otherwise justifiable and generally accepted sound business process that results in competent and qualified contractors and/or personnel working on the Project;
j) provide open access to the resulting broadband network to other service providers in a fair, transparent, timely and non-discriminatory manner in accordance with section 5 of Schedule A and no later than the time at which the Recipient's Broadband Service is available. Any access provided on or before the Project Completion Date shall not reduce the minimum five (5) years requirements set out in paragraph 8 (c) of this Agreement;
k) if applicable, if the Project assets are to be owned in whole or in part by a Third Party, enter into a contract with the Third Party that is consistent with the provisi...
Recipient's Obligations. During the term of this Agreement, Recipient shall comply with the IDX Rules at all times.
Recipient's Obligations. 3.1. Recipient shall only use the Data in compliance with this Agreement and the Framework. Without limiting the generality of the foregoing, Recipient shall not use the Data to attempt to identify or make contact with any of Provider’s research participants.
3.2. Recipient, will safeguard the Data in a secure infrastructure physically Gilocated in Canada, or in another secured database in compliance with the Framework and Applicable Law. If CITF were to become inactive, Recipient will be able to transfer the Data to a third party organization for its long- term safekeeping and preservation. This transfer will be subject to a new agreement between Recipient and such third-party organization in compliance with the Framework and Applicable Law.
3.3. Recipient will use reasonable efforts to maintain the confidentiality of the Data and to prevent any unauthorized access, reproduction, disclosure and/or use of the Data. Notwithstanding the above, Provider acknowledges and agrees that the Data and CITF Data may be accessed by third parties for defined uses consistent with the mandate of CITF as more fully described in the Framework, for example, through Controlled Access, and/or Open Access. In addition, Recipient may transfer the Data:
(i) to regulatory authorities, provided that the Recipient gives prior written notice of such intended disclosure to Provider;
(ii) in order to comply with Applicable Law or judicial process, or with a court or regulatory order, provided that Recipient gives prior written notice of such intended disclosure to Provider and takes all lawful actions that are reasonable in the circumstances to minimize the extent of such disclosure and obtain confidential treatment for such disclosure.
3.4. In the event of an actual or reasonably suspected breach of confidentiality, or unauthorized disclosure by mistake or otherwise of Data, Recipient shall promptly give written notice of such to the Provider and shall work with Provider to prevent further disclosure and limit potential damages caused by such disclosure.
