Common use of Roles and Responsibilities of the Parties Clause in Contracts

Roles and Responsibilities of the Parties. The Parties shall commence the performance of their work under the Project after signature of the Agreement, and shall make all reasonable efforts to perform such work in a professional and workmanlike manner in every respect. Either Party may terminate the research conducted by it pursuant to Annexure “A” as provided for in Clause 12 in the event of one or more of its Personnel involved in the Project become unavailable to continue the research. Every effort shall be made to ensure that such termination shall not unduly prejudice the Project and the Parties undertake to cooperate to reach an appropriate understanding in this regard. The Parties shall do all acts and sign all documents as may be required from time to time in order to implement and carry out the terms and conditions of this Agreement. UWC agrees that ________________ may sub-contract part of the Project, as outlined in Annexure “A”, to third party service providers. __________ shall be responsible for such sub-contractor's compliance with the provisions of this Agreement. Each Party shall upon request provide the other Party with a written progress report on a quarterly basis in respect of the research conducted by it under the Project. During the Contract Period, representatives of UWC will meet with representatives of __________at times and places mutually agreed upon to discuss the progress and results, as well as ongoing plans, or changes therein, of the work to be performed. FINANCIAL ARRANGEMENTS The Parties shall ensure that all Project funds are used solely for the purposes of the Project and in accordance with the budget submitted in Annexure “A”. Each Party shall be responsible for funding their activities of the Project. CONFIDENTIALITY Each Party (“the Receiving Party”) must treat and hold as confidential all Confidential Information which they may receive from the other Party (“the Disclosing Party”), or which becomes known to it during the term of this Agreement. The Receiving Party agrees that in order to protect the proprietary interests of the Disclosing Party in the Disclosing Party’s Confidential Information, unless the Disclosing Party has expressly agreed otherwise in writing, the Receiving Party will not and will ensure that its Personnel does not at any time, whether during this Agreement or thereafter, use or disclose to any third party any Confidential Information of the Disclosing Party other than as allowed in terms hereof. Without limiting the aforesaid, the Receiving Party shall: if required by the Disclosing Party, arrange for any persons who are permitted access to the Disclosing Party’s Confidential Information to give a written confidentiality undertaking to the Disclosing Party to be bound to the terms of this clause; ensure that its Personnel and any other person that it permits to access the Disclosing Party’s Confidential Information comply with the provisions of this clause; procure that, upon request by the Disclosing Party, any materials containing Confidential Information furnished to the Receiving Party will be returned or otherwise disposed of as the Disclosing Party may direct, provided that in the event the Receiving Party is instructed to dispose of or destroy such materials, the Receiving Party shall provide the Disclosing Party with an acceptable certification of such destruction; The Receiving Party may disclose the Disclosing Party’s Confidential Information only to its Personnel on a ‘need to know basis’ and such Personnel may be permitted to use the Disclosing Party’s Confidential Information only to the extent reasonably required for the Project and for such other purposes as may be expressly authorised by the Disclosing Party in writing.

Roles and Responsibilities of the Parties. The Parties shall commence the performance of their work under the Project after signature of the Agreement, and shall make all reasonable efforts to perform such work in a professional and workmanlike manner in every respect. Either Party may terminate the research conducted by it pursuant to Annexure “A” as provided for in Clause 12 in the event of one or more of its Personnel involved in the Project become unavailable to continue the research. Every effort shall be made to ensure that such termination shall not unduly prejudice the Project and the Parties undertake to cooperate to reach an appropriate understanding in this regard. The Parties shall do all acts and sign all documents as may be required from time to time in order to implement and carry out the terms and conditions of this Agreement. UWC The Company agrees that ________________ UWC may sub-contract part of the Project, as outlined in Annexure “A”, to third party service providers. __________ UWC shall be responsible for such sub-contractor's compliance with the provisions of this Agreement. Each Party shall upon request provide the other Party with a written progress report on a quarterly basis in respect of the research conducted by it under the Project. During the Contract Period, representatives of UWC will meet with representatives of __________The Company at times and places mutually agreed upon to discuss the progress and results, as well as ongoing plans, or changes therein, of the work to be performed. FINANCIAL ARRANGEMENTS The Parties shall ensure that all Project funds are used solely for the purposes of the Project and in accordance with the budget submitted in Annexure “A”. Each Party shall be responsible for funding their activities of the Project. CONFIDENTIALITY Each Party (“the Receiving Party”) must treat and hold as confidential all Confidential Information which they may receive from the other Party (“the Disclosing Party”), or which becomes known to it during the term of this Agreement. The Receiving Party agrees that in order to protect the proprietary interests of the Disclosing Party in the Disclosing Party’s Confidential Information, unless the Disclosing Party has expressly agreed otherwise in writing, the Receiving Party will not and will ensure that its Personnel does not at any time, whether during this Agreement or thereafter, use or disclose to any third party any Confidential Information of the Disclosing Party other than as allowed in terms hereof. Without limiting the aforesaid, the Receiving Party shall: if required by the Disclosing Party, arrange for any persons who are permitted access to the Disclosing Party’s Confidential Information to give a written confidentiality undertaking to the Disclosing Party to be bound to the terms of this clause; ensure that its Personnel and any other person that it permits to access the Disclosing Party’s Confidential Information comply with the provisions of this clause; procure that, upon request by the Disclosing Party, any materials containing Confidential Information furnished to the Receiving Party will be returned or otherwise disposed of as the Disclosing Party may direct, provided that in the event the Receiving Party is instructed to dispose of or destroy such materials, the Receiving Party shall provide the Disclosing Party with an acceptable certification of such destruction; The Receiving Party may disclose the Disclosing Party’s Confidential Information only to its Personnel on a ‘need to know basis’ and such Personnel may be permitted to use the Disclosing Party’s Confidential Information only to the extent reasonably required for the Project and for such other purposes as may be expressly authorised by the Disclosing Party in writing.

Roles and Responsibilities of the Parties. The Parties shall commence 3.1 You acknowledge and agree the performance following with effect from the Commencement Date: 3.1.1 you are entering into these Terms and Conditions in your capacity as a Participating Employer with the purpose of their work enabling us to administer the Members' benefits under the Project after signature of the Agreement, Scheme; 3.1.2 you are responsible for ensuring that you comply with your duties under Applicable Laws and shall make all reasonable efforts to perform such work in a professional Regulatory Requirements and workmanlike manner in every respect. Either Party may terminate the research conducted by it pursuant to Annexure “A” as provided for in Clause 12 those set out in the event of one or more of its Personnel involved in the Project become unavailable to continue the research. Every effort shall be made to ensure that such termination shall not unduly prejudice the Project Deed and the Parties undertake to cooperate to reach an appropriate understanding in this regard. The Parties shall do all acts and sign all documents Rules as may be required amended from time to time in order to implement and carry out the terms and conditions of this Agreement. UWC agrees that ________________ may sub-contract part of the Project, as outlined in Annexure “A”, to third party service providers. __________ shall be time; 3.1.3 you are responsible for such sub-contractor's compliance with the provisions of this Agreement. Each Party shall upon request provide the other Party with a written progress report on a quarterly basis supplying all information to us in respect of the research conducted by it a Member who is to have a Retirement Account under the ProjectScheme, including, but not limited to, the provision of contribution data prior to the Contribution Data Submission Date; 3.1.4 you will establish and maintain throughout the term of your participation in the Scheme (or such shorter period as the Trustees may decide) a functioning direct debit mandate enabling contributions to be paid by you to the Administrator; 3.1.5 you must supply all information to us in the format specified by us to enable us to set up and administer the Section in the Scheme. During In the Contract Periodcase of contribution data, representatives of UWC will meet with representatives of __________at times and places mutually agreed upon to discuss such submission must be provided via the progress and results, as well as ongoing planssecure online Employer Portal, or changes therein, such other means of delivery as the work Trustee may determine and notify to be performed. FINANCIAL ARRANGEMENTS The Parties shall you from time to time; 3.1.6 you must ensure that all Project funds information supplied to us in respect of each Member is accurate, complete and up to date; 3.1.7 we are used solely not required to gather data or information relating to a Member from any party other than you or your nominees (which may include Administrators or Members) and are not required to populate data or information relating to a Member on your behalf; 3.1.8 we are not required to supply any automatic enrolment information to a Member that you are obliged to supply under Applicable Laws and Regulatory Requirements, including the Pensions Xxx 0000; 3.1.9 nothing in these Terms and Conditions shall require us to advise you or a Member where we believe that a payment into the Scheme or a claims payment out of the Scheme is, or may be, a reportable event for the purposes of the Project Finance Xxx 0000; 3.1.10 you confirm you have obtained all necessary consents from Members to enable you to fulfil your obligations under these Terms and Conditions; 3.1.11 in relation to transfers into the Scheme you will give the us advance notice that a payment will be sent along with any other information we reasonably require; 3.1.12 you will pay us such fees and expenses as shall be required in accordance with the budget submitted in Annexure “A”. Each Party shall be responsible for funding their activities Deed and Rules and notified to you from time to time; and 3.1.13 you will notify us as soon as possible if any of the Project. CONFIDENTIALITY Each Party (“the Receiving Party”) must treat and hold as confidential all Confidential Information which they may receive from the other Party (“the Disclosing Party”), information you have supplied is incorrect or which becomes known to it during the term changes or if you know or suspect that you have become a victim of this Agreement. The Receiving Party agrees that in order to protect the proprietary interests of the Disclosing Party in the Disclosing Party’s Confidential Information, unless the Disclosing Party has expressly agreed otherwise in writing, the Receiving Party will not and will ensure that its Personnel does not at any time, whether during this Agreement or thereafter, use or disclose to any third party any Confidential Information of the Disclosing Party other than as allowed in terms hereof. Without limiting the aforesaid, the Receiving Party shall: if required by the Disclosing Party, arrange for any persons who are permitted access to the Disclosing Party’s Confidential Information to give a written confidentiality undertaking to the Disclosing Party to be bound to the terms of this clause; ensure that its Personnel and any other person that it permits to access the Disclosing Party’s Confidential Information comply with the provisions of this clause; procure that, upon request by the Disclosing Party, any materials containing Confidential Information furnished to the Receiving Party will be returned or otherwise disposed of as the Disclosing Party may direct, provided that in the event the Receiving Party is instructed to dispose of or destroy such materials, the Receiving Party shall provide the Disclosing Party with an acceptable certification of such destruction; The Receiving Party may disclose the Disclosing Party’s Confidential Information only to its Personnel on a ‘need to know basis’ and such Personnel may be permitted to use the Disclosing Party’s Confidential Information only to the extent reasonably required for the Project and for such other purposes as may be expressly authorised by the Disclosing Party in writingidentity theft.

Roles and Responsibilities of the Parties. The Parties shall commence agree to share responsibility for the performance of their work under the Project after signature implementation and delivery of the AgreementProject, and shall make all reasonable efforts to perform such work in a professional and workmanlike manner in every respectaccordance with this MOU. Either Party may terminate Each of the research conducted by it pursuant to Annexure “A” Parties will have the non-exhaustive responsibilities described as provided follows: (a) IO will act as the lead for in Clause 12 in the event of one or more of its Personnel involved in the Project become unavailable to continue the research. Every effort shall be made to ensure that such termination shall not unduly prejudice the Project and shall: (i) dispose of those Properties legally described in Schedules "C", "D" and "E" which have been agreed to be disposed of by IO and the Parties undertake City (collectively the "Saleable Properties" and each a "Saleable Property") on terms and conditions mutually acceptable to cooperate IO and the City; (ii) Obtain any necessary internal and government approvals to reach an appropriate understanding dispose of or convey the Saleable Properties as set out herein; (iii) Conduct any necessary due diligence required by IO policies or directives for the disposition of the Saleable Properties, including but not limited to appraisals, environmental, archaeological assessments and cultural heritage assessments, surveys, title searches and fulfilling any Duty to Consult obligations with First Nations and/or other aboriginal groups; (iv) Acquire or engage in this regard. accordance with IO`s policies, and supervise any necessary external consultants, contractors and service providers necessary for the implementation of the Project; (v) Review invoices for payment submitted by external consultants, contractors and service providers, and pay all such approved invoices; (vi) Abide by the cost-sharing and revenue-splitting provision as set out in Section 3.5; and (vii) Nominally convey the Nominal Properties to the City and provide confirmation from the Province that upon nominal conveyance of the Nominal Properties to the City all historic obligations have been fulfilled to MOI's satisfaction as it relates to the Stewardship Act and the 1994 MOU. (b) The Parties shall do City will: (i) Dispose of the City's interest in the Saleable Properties on terms and conditions mutually acceptable to IO and the City upon the sale of a Saleable Property by IO to third parties; (ii) Obtain any necessary approvals required for the Project to dispose of the City's interest in the Saleable Properties upon the sale of a Saleable Property by IO to a third party; (iii) Provide assistance to IO in carrying out the Project; (iv) Provide assistance, direction and confirmation to IO as necessary, including without limitation, acting as the signing authority, where required; (v) Providing background information/documents to assist IO and/or its consultant(s) in activities related to the Project; (vi) Arrange/facilitate site visits as necessary, provided that any such site visits will be subject to the City obtaining all acts and sign all documents necessary consents, approvals and/ or notices as may be required from time to time in order to implement and carry out the terms and conditions of this Agreement. UWC agrees that ________________ may sub-contract part provide such access; and (vii) Accept conveyance of the Project, as outlined in Annexure “A”, to third party service providers. __________ shall be responsible for such sub-contractor's compliance with Nominal Properties from IO and provide confirmation from the provisions of this Agreement. Each Party shall City that upon request provide the other Party with a written progress report on a quarterly basis in respect nominal conveyance of the research conducted by it under the Project. During the Contract Period, representatives of UWC will meet with representatives of __________at times and places mutually agreed upon to discuss the progress and results, as well as ongoing plans, or changes therein, of the work to be performed. FINANCIAL ARRANGEMENTS The Parties shall ensure that all Project funds are used solely for the purposes of the Project and in accordance with the budget submitted in Annexure “A”. Each Party shall be responsible for funding their activities of the Project. CONFIDENTIALITY Each Party (“the Receiving Party”) must treat and hold as confidential all Confidential Information which they may receive from the other Party (“the Disclosing Party”), or which becomes known to it during the term of this Agreement. The Receiving Party agrees that in order to protect the proprietary interests of the Disclosing Party in the Disclosing Party’s Confidential Information, unless the Disclosing Party has expressly agreed otherwise in writing, the Receiving Party will not and will ensure that its Personnel does not at any time, whether during this Agreement or thereafter, use or disclose to any third party any Confidential Information of the Disclosing Party other than as allowed in terms hereof. Without limiting the aforesaid, the Receiving Party shall: if required by the Disclosing Party, arrange for any persons who are permitted access Nominal Properties to the Disclosing Party’s Confidential Information City all historic obligations have been fulfilled to give a written confidentiality undertaking City's satisfaction as it relates to the Disclosing Party to be bound to Stewardship Act and the terms of this clause; ensure that its Personnel and any other person that it permits to access the Disclosing Party’s Confidential Information comply with the provisions of this clause; procure that, upon request by the Disclosing Party, any materials containing Confidential Information furnished to the Receiving Party will be returned or otherwise disposed of as the Disclosing Party may direct, provided that in the event the Receiving Party is instructed to dispose of or destroy such materials, the Receiving Party shall provide the Disclosing Party with an acceptable certification of such destruction; The Receiving Party may disclose the Disclosing Party’s Confidential Information only to its Personnel on a ‘need to know basis’ and such Personnel may be permitted to use the Disclosing Party’s Confidential Information only to the extent reasonably required for the Project and for such other purposes as may be expressly authorised by the Disclosing Party in writing1994 MOU.